REG - Francisco Ptnrs II Blancco Tech Grp PLC - Recommended Cash Offer
02/08/2023 07:00
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RNS Number : 0411I Francisco Partners II L.P. 02 August 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THE OFFER WILL BE MADE IN THE UNITED STATES PURSUANT TO APPLICABLE LAWS AND
REGULATIONS, INCLUDING SECTION 14(E) AND REGULATION 14E UNDER THE US EXCHANGE
ACT OF 1934, AS AMENDED (THE "US EXCHANGE ACT"). BIDCO AND ITS AFFILIATES AND
AGENTS MAY PURCHASE BLANCCO SHARES OUTSIDE THE OFFER, OUTSIDE THE UNITED
STATES, IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS, INCLUDING THE US
EXCHANGE ACT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
2 August 2023
RECOMMENDED CASH OFFER
for
BLANCCO TECHNOLOGY GROUP PLC ("Blancco")
by
WHITE BIDCO LIMITED ("Bidco")
an entity indirectly owned by the Francisco Partners Funds
Summary
• The boards of Bidco and Blancco are pleased to
announce that they have reached agreement on the terms of a recommended all
cash offer to be made by Bidco for the entire issued and to be issued share
capital of Blancco, other than any Blancco Shares already held by Bidco, to be
implemented by way of a takeover offer within the meaning of Chapter 3 of Part
28 of the Companies Act (the "Offer").
Terms of the Offer
• Under the terms of the Offer, each Blancco Shareholder
will be entitled to receive 223 pence in cash for each Blancco Share held,
representing a premium of approximately:
○ 24.6 per cent. to the Closing Price of 179 pence per Blancco Share
on the Latest Practicable Date;
○ 25.9 per cent. to the one-month volume weighted average price of
177 pence per Blancco Share on the Latest Practicable Date; and
○ 32.9 per cent. to the three-month volume weighted average price of
168 pence per Blancco Share on the Latest Practicable Date.
• The Offer values the entire issued and to be issued
share capital of Blancco at approximately £175 million.
• In aggregate, Bidco has received indications of
support to accept, or to procure the acceptance of, the Offer in respect of a
total of 35,261,176 Blancco Shares (representing, in aggregate, approximately
46.6 per cent. of the Blancco Shares as at the Latest Practicable Date). These
indications of support comprise irrevocable undertakings from the Blancco
Directors who hold Blancco Shares, Soros Fund Management and Inclusive Capital
Partners L.P. and a non-binding letter of intent from Canaccord Genuity Asset
Management for and on behalf IFSL Marlborough UK Micro-Cap Growth Fund and
IFSL Marlborough Special Situations Fund. Further details of these irrevocable
undertakings and the letter of intent (including the circumstances in which
they cease to be binding) are set out in Appendix 3 to this announcement.
• If, on or after the date of this announcement, any
dividend and/or other distribution and/or return of capital is declared, made
or paid or becomes payable in respect of the Blancco Shares, Bidco reserves
the right to reduce the Cash Consideration payable under the terms of the
Offer for the Blancco Shares by an amount up to the amount of such dividend
and/or other distribution and/or return of capital, in which case any
reference in this announcement or in the Offer Document to the Cash
Consideration payable under the terms of the Offer will be deemed to be a
reference to the Cash Consideration as so reduced. In such circumstances, the
relevant Blancco Shareholders will be entitled to receive and retain such
dividend and/or other distribution and/or return of capital.
• The Cash Consideration payable to Blancco Shareholders
under the terms of the Offer will be financed by a combination of equity
funding to be invested indirectly by the Francisco Partners Funds and
committed debt funding to be provided by the Lenders under the Interim
Facilities Agreement.
• Canaccord Genuity, financial advisor to Francisco
Partners and Bidco, confirms that it is satisfied that sufficient resources
are available to Bidco to enable it to satisfy the full cash consideration
payable to the Blancco Shareholders under the terms of the Offer.
Background to and reasons for the Acquisition
• Bidco believes Blancco is poised to capitalize on
durable market tailwinds driven by a heightened focus on sustainability and
e-waste reduction. As a leader in its market, Blancco's strong product
portfolio and deep understanding of its customers' needs enable it to provide
differentiated software solutions. Bidco believes that the Acquisition
represents an attractive opportunity due to Blancco's: (i) reputation within
its market as evidenced by its expansive base of customers; (ii) opportunity
to accelerate organic growth as well as pursue strategic investments; and
(iii) ability to execute its longer-term strategy without the demands of a
public listing.
• Francisco Partners has extensive experience with
assisting growing software companies such as Blancco in creating long-term
value and believes it is well positioned to support Blancco's management team
in accelerating organic and inorganic growth by providing access to additional
capital, expertise and resources, as needed.
Background to and reasons for the recommendation
Background
• In recent years, Blancco has delivered solid financial
and operational performance. Blancco has benefited from the underlying growth
drivers of sustainability and governance which resulted in strong performance
in FY23. With the emergence of legislation relating to data security and now
increasingly on sustainability, Blancco is well placed to deliver continued
growth due to these structural market drivers. Whilst the Blancco Board is
confident in the future prospects of the company to create sustainable value
for all stakeholders, the Offer represents an opportunity for shareholders to
realise their holdings in cash, today, at a level which the Board feels
recognises the risk-adjusted value creation potential of the company.
• The Blancco Board believes that the Offer will
significantly accelerate the company's future growth, with the ability to
focus on long-term strategic goals. Under private ownership, Blancco will be
able to enhance growth both organically and through M&A.
Terms of the Offer
• The Blancco Board believes that the Offer presents an
opportunity for Blancco Shareholders to realise the value of their holdings in
cash with certainty, with an immediate exit and at a material premium to the
price at which Blancco Shares have traded recently, representing:
○ 24.6 per cent. to the Closing Price of 179 pence per Blancco Share
on the Latest Practicable Date;
○ 25.9 per cent. to the one-month volume weighted average price of
177 pence per Blancco Share on the Latest Practicable Date; and
○ 32.9 per cent. to the three-month volume weighted average price of
168 pence per Blancco Share on the Latest Practicable Date.
The Offer values the entire issued and to be issued share capital of Blancco
at approximately £175 million. The Blancco Board believes the Offer
represents attractive value given the balance of material future opportunities
and risks facing the business.
Recommendation of the Blancco Directors
• The Blancco Directors, who have been so advised by
Rothschild & Co as to the financial terms of the Offer, consider the terms
of the Offer to be fair and reasonable. In providing financial advice to the
Blancco Directors, Rothschild & Co has taken into account the commercial
assessments of the Blancco Directors. Rothschild & Co is providing
independent financial advice to the Blancco Directors for the purposes of Rule
3 of the Takeover Code.
• Accordingly, the Blancco Directors intend to recommend
unanimously that Blancco Shareholders accept the Offer as the Blancco
Directors who hold Blancco Shares have irrevocably undertaken to do in respect
of their own beneficial holdings totalling 800,720 Blancco Shares
(representing, in aggregate, approximately 1.06 per cent. of the Blancco
Shares as at the Latest Practicable Date).
• Further details of these irrevocable undertakings
(including the circumstances in which they cease to be binding) are set out in
Appendix 3 to this announcement.
Information relating to Blancco
• Blancco is a market leader in secure data erasure and
mobile lifecycle solutions. The company's core product offering is an array of
B2B secure data erasure software provided to enterprises, IT asset disposal
(ITAD) vendors and the mobile industry. Blancco's long-standing position in
the market is supported by a network of blue-chip channel partnerships, which
include ServiceNow, AWS, Accenture and Tata Consulting.
• Blancco allows organizations to protect end-of-life
data against unauthorised access, safely redeploy data storage assets, and
firmly comply with increased data protection and privacy requirements.
Blancco's precise device diagnostics supports the transition to the circular
economy by enabling IT assets to be safely reused, helping enterprises, ITAD,
recyclers, and mobile industry stakeholders to operate more sustainably.
• Blancco was founded in 1997, is based in the UK and
has 20 offices across 17 countries. With over 2,500 customers served across 70
countries, Blancco employs c.350 employees, performs c.145,000 daily data
erasures and owns 40+ patents.
Information relating to Bidco and Francisco Partners
• Bidco is a newly incorporated entity indirectly owned
by the Francisco Partners Funds. Bidco is incorporated under the laws of
England and Wales and has not traded since incorporation, nor has it entered
into any obligations, other than in connection with the Acquisition and the
financing of the Acquisition.
• Francisco Partners is a leading global investment firm
that specializes in partnering with technology and technology-enabled
businesses. Since its launch over 20 years ago, Francisco Partners has
invested in more than 400 technology companies, making it one of the most
active and longstanding investors in the technology industry. With
approximately $45 billion in capital raised, the firm invests in opportunities
where its deep sectoral knowledge and operational expertise can help companies
realize their full potential.
Timetable and Conditions
• It is intended that the Acquisition will be
implemented by way of the Offer. The Acquisition will be subject to the
Conditions and further terms set out in Appendix 1 to this announcement, and
to be set out in full in the Offer Document, including, amongst others, the
Acceptance Condition.
• Subject to the satisfaction or (if permitted) waiver
of the Conditions and certain further terms set out in Appendix 1, it is
expected that the Acquisition will become or be declared unconditional during
the fourth quarter of 2023.
• The Offer will extend to all Blancco Shares which are
in issue as at the date of this announcement and any Blancco Shares which may
be unconditionally allotted and/or issued and fully paid (or credited as fully
paid) before the Offer closes.
Delisting, cancellation of trading and re-registration
If Bidco receives acceptances under the Offer in respect of, and/or otherwise
acquires, 90 per cent. or more of the Blancco Shares to which the Offer
relates and assuming that the Acceptance Condition has been satisfied or
waived (if capable of being waived), Bidco intends to exercise its rights
pursuant to the provisions of Chapter 3 of Part 28 of the Act to acquire
compulsorily any Blancco Shares not acquired or agreed to be acquired by or on
behalf of Bidco pursuant to the Offer or otherwise on the same terms as the
Offer.
After the Acquisition becomes or is declared unconditional and if Bidco has,
by virtue of its shareholdings (and the shareholdings of its wholly-owned
subsidiaries) and acceptances of the Offer, acquired or agreed to acquire
issued share capital carrying 75 per cent. or more of the voting rights of
Blancco (or the appropriate special resolutions are otherwise passed), it is
intended that Bidco shall procure that Blancco makes an application to the
London Stock Exchange for the cancellation of the admission to trading of
Blancco Shares on AIM.
Commenting on the Acquisition, Brian Decker and Karl Shum, of Francisco
Partners, said:
"We have been very impressed with the leading market position that Blancco has
established through its best-in-class solutions and are thrilled to be
partnering with Blancco's management team to drive the next phase of
expansion."
Additionally, Ravi Bhatt, of Francisco Partners, said:
"Sustainability and e-waste reduction are increasing strategic priorities for
customers of all sizes globally, and we see tremendous organic and inorganic
growth opportunities for Blancco worldwide."
Commenting on the Acquisition, Rob Woodward, Chair of Blancco, said:
"We are pleased to have reached an agreement with Francisco Partners which
delivers immediate value to our shareholders. Francisco Partners shares our
vision for Blancco and, as such, we believe it is a suitable and appropriate
partner for our employees, partners, customers and other stakeholders. The
Board is unanimous in its belief that today's transaction appropriately
reflects the company's innovative and strong business while delivering
shareholder value. I am proud to have worked alongside Blancco's outstanding
management team and fellow Directors to grow Blancco over the past several
years."
Additionally, Matt Jones, Chief Executive Officer of Blancco, said:
"Since its founding 26 years ago, Blancco has created and delivered innovative
solutions, with a focus on building a world class data eraser and diagnostic
software platform. We are pleased to partner with Francisco Partners, who are
committed to continuing to build upon Blancco's strong foundation and achieve
its full potential. I want to thank each employee for their dedication to
Blancco and contributing to our continued success."
The full terms of the Acquisition will be set out in the Offer Document and
(in respect of Blancco Shares held in certificated form) the Form of
Acceptance, which will be sent to Blancco Shareholders within 28 days of the
date of this announcement (unless otherwise agreed by the Panel). In deciding
whether or not to accept the Offer in respect of their Blancco Shares, Blancco
Shareholders should consider the information contained in, and the procedures
described in, such documentation.
This summary should be read in conjunction with the full text of this
announcement and its appendices. The Conditions to, and certain further terms
of, the Acquisition are set out in Appendix 1. The bases and sources for
certain financial information contained in this announcement are set out in
Appendix 2. Details of irrevocable undertakings and letters of intent received
by Bidco are set out in Appendix 3. A summary of proposals relating to the
Blancco Share Plans is set out in Appendix 4. Certain definitions and terms
used in this announcement are set out in Appendix 5.
Enquiries:
Powerscourt (PR adviser to Francisco Partners) Tel: +44 (0)7970 246 725
Elly Williamson
Ollie Simmonds
Canaccord Genuity (financial adviser to Francisco Partners and Bidco) Tel: +44 (0) 20 7523 8000
Simon Bridges
Katherine Hobbs
Blancco Technology Group plc Via Buchanan
Rob Woodward, Chair
Matt Jones, Chief Executive Officer
Adam Moloney, Chief Financial Officer
Rothschild & Co (lead financial adviser to Blancco) Tel: +44 (0) 20 7280 5000
Warner Mandel
Anton Black
Stifel (joint financial adviser, nominated adviser and corporate broker to Tel: +44 (0) 20 7710 7600
Blancco)
Nick Adams
Nick Harland
Richard Short
Ben Burnett
Buchanan Communications Limited (PR adviser to Blancco)
Chris Lane Tel: +44 (0) 20 7466 5000
Jack Devoy
Ropes & Gray International LLP is acting as legal adviser to Francisco
Partners and Bidco. Travers Smith LLP is acting as legal adviser to Blancco.
This announcement contains certain inside information for the purposes of
Article 7 of the Market Abuse Regulation. For the purposes of the Market abuse
Regulation, the person responsible for arranging for the release of this
information on behalf of Blancco is Lorraine Young, Company Secretary.
Further information
Canaccord Genuity, which is regulated in the United Kingdom by the FCA, is
acting as financial adviser to Bidco and Francisco Partners and no one else in
connection with the matters described in this announcement and will not be
responsible to anyone other than Bidco and Francisco Partners for providing
the protections afforded to clients of Canaccord Genuity, or for providing
advice in connection with the matters referred to herein. Neither Canaccord
Genuity nor any of its group undertakings or affiliates owes or accepts any
duly, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of Canaccord Genuity in connection with this announcement or any
matter referred to herein.
Rothschild & Co, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for Blancco and no one else in
connection with the matters referred to in this announcement and will not be
responsible to anyone other than Blancco for providing the protections
afforded to clients of Rothschild & Co, nor for providing advice in
relation to the acquisition of Blancco or any other matters referred to in
this announcement. Neither Rothschild & Co nor any of its affiliates (nor
their respective directors, officers, employees or agents) owes or accepts any
duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of Rothschild & Co in connection with this announcement, any
statement contained in this announcement, the acquisition of Blancco or
otherwise. No representation or warranty, express or implied, is made by
Rothschild & Co as to the contents of this announcement.
Stifel, which is authorised and regulated in the United Kingdom by the FCA, is
acting exclusively for Blancco and no one else in connection with the matters
referred to in this announcement and will not be responsible to anyone other
than Blancco for providing the protections afforded to clients of Stifel nor
for providing advice in relation to the acquisition of Blancco or any other
matters referred to in this announcement. Neither Stifel nor any of its
affiliates (nor their respective directors, officers, employees or agents)
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Stifel in connection with this
announcement, any statement contained in this announcement, the acquisition of
Blancco or otherwise. No representation or warranty, express or implied, is
made by Stifel as to the contents of this announcement.
This announcement is for information purposes only and is not intended to, and
does not constitute or form part of any offer or invitation to purchase, or
the solicitation of an offer or invitation to purchase or otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise. The Offer will be made solely by the Offer Document,
when issued, which (together with the Form of Acceptance in relation to
Blancco Shares held in certificated form) will contain the full terms and
conditions of the Offer, including details of how the Offer may be accepted.
This announcement does not constitute a prospectus or prospectus equivalent
document.
Overseas Shareholders
This announcement has been prepared in accordance with English law, the
Takeover Code, the Market Abuse Regulation and the AIM Rules and information
disclosed may not be the same as that which would have been prepared in
accordance with the laws of jurisdictions outside England.
The distribution of this announcement in jurisdictions other than the United
Kingdom and the availability of the Offer to Blancco Shareholders who are not
resident in and citizens of the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdictions. Any failure to comply with the applicable restrictions
may constitute a violation of the securities laws of any such jurisdiction. To
the fullest extent permitted by applicable law, the companies and persons
involved in the Offer disclaim any responsibility or liability for the
violation of such restrictions by any person. Further details in relation to
Overseas Shareholders will be contained in the Offer Document.
Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Offer will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
accept the Offer by any such use, means, instrumentality or from within a
Restricted Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Copies of this announcement and
any formal documentation relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send it in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported acceptance of
the Offer. The Offer may not be made directly or indirectly, in or into, or by
the use of mails or any means or instrumentality (including, but not limited
to, facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the Offer may not
be capable of acceptance by any such use, means, instrumentality or
facilities.
Notice to US investors in Blancco
The Offer relates to the shares of an English company and is being made by
means of a contractual takeover offer under the Takeover Code and under the
laws of England and Wales. The Offer will be made in the United States
pursuant to all applicable laws and regulations, including, to the extent
applicable, Section 14(e) and Regulation 14E under the US Securities Exchange
Act of 1934, as amended (the "US Exchange Act") and otherwise in accordance
with the requirements of the Takeover Code. Accordingly, the Offer will be
subject to the disclosure and other procedural requirements, including with
respect to withdrawal rights, offer timetable, settlement procedures and
timing of payments that are different from those applicable under US domestic
tender offer procedures and law. The Offer will be made in the United States
by Bidco and no one else.
In accordance with, and to the extent permitted by, the Takeover Code and
normal UK market practice, Canaccord Genuity and its respective affiliates may
continue to act as exempt principal traders or exempt market makers in Blancco
Shares on AIM and will engage in certain other purchasing activities
consistent with their respective normal and usual practice and applicable law,
as permitted by Rule 14e-5(b)(9) under the US Exchange Act.
In accordance with, and to the extent permitted by, the Takeover Code and
normal UK market practice, Bidco, its affiliates, their advisors and nominees
or brokers (acting as agents) may make certain purchases of, or arrangements
to purchase, Blancco Shares outside the Offer, such as in open market
purchases or privately negotiated purchases, during the offer period and the
period in which the Offer remains open for acceptance. If such purchases or
arrangements to purchase were to be made, they would be made outside the US
and would comply with applicable law, including United Kingdom laws and the US
Exchange Act. Any such purchases by Bidco or its affiliates will not be made
at prices higher than the price of the Offer provided in this announcement
unless the price of the Offer is increased accordingly. Any information about
such purchases or arrangements to purchase shall be disclosed as required
under United Kingdom laws and will be available to all investors (including US
investors) via the Regulatory Information Service and shall be available on
the London Stock Exchange website at www.londonstockexchange.com. To the
extent that such information is required to be publicly disclosed in the
United Kingdom in accordance with applicable regulatory requirements, this
information will, as applicable, also be publicly disclosed in the United
States.
It may be difficult for US holders of Blancco Shares to enforce their rights
and any claim arising out of the US securities laws in connection with the
Offer, since Bidco and Blancco are located in a non-US jurisdiction, and some
or all of their officers and directors may be residents of a non-US
jurisdiction. US holders of Blancco Shares may not be able to sue a non-US
company or its officers or directors in a non-US court for violations of the
US securities laws. Further, it may be difficult to compel a non-US company
and its affiliates to subject themselves to a US court's judgement.
The financial information included in this announcement has been prepared in
accordance with accounting standards applicable in the United Kingdom and thus
may not be comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with generally accepted
accounting principles in the US ("US GAAP"). US GAAP differs in certain
significant respects from accounting standards applicable in the United
Kingdom. None of the financial information in this announcement has been
audited in accordance with auditing standards generally accepted in the United
States or the auditing standards of the Public Company Accounting Oversight
Board (United States).
Neither the Offer nor 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 approved or disapproved or passed judgement upon the fairness or
the merits of the Offer, or determined if the information contained in this
announcement is adequate, accurate or complete. Any representation to the
contrary is a criminal offence in the United States. The receipt of cash
pursuant to the Offer by a US holder as consideration for the transfer of its
Blancco Shares pursuant to the Offer will likely be a taxable transaction for
US federal income tax purposes and under applicable US state and local, as
well as foreign and other, tax laws. Each US holder of Blancco Shares is urged
to consult their independent legal, tax and financial advisers regarding the
tax consequences of the Offer applicable to them, including for US federal
income tax purposes and under applicable US state and local, as well as
overseas and other, tax laws.
Forward looking statements
This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Bidco and Blancco contain statements which are, or
may be deemed to be, "forward-looking statements". Forward-looking statements
are prospective in nature and are not based on historical facts, but rather on
current expectations and projections of the management of Francisco Partners
and Blancco about future events, and are therefore subject to risks and
uncertainties which could cause actual results to differ materially from the
future results expressed or implied by the forward-looking statements.
The forward-looking statements contained in this announcement include
statements relating to the expected effects of the Offer on Bidco and Blancco
(including their future prospects, developments and strategies), the expected
timing and scope of the Offer and other statements other than historical
facts. Often, but not always, forward-looking statements can be identified by
the use of forward-looking words such as "plans", "expects" or "does not
expect", "is expected", "is subject to", "budget", "projects", "strategy",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases or
statements that certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. Although Bidco
and/or Blancco (as appropriate) believe that the expectations reflected in
such forward-looking statements are reasonable, Bidco and Blancco can give no
assurance that such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future. There are a
number of factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements.
These factors include, but are not limited to: the ability to complete the
Acquisition; the satisfaction of other Conditions on the proposed terms and
schedule; future market conditions; changes in general economic and business
conditions; the behaviour of other market participants; the anticipated
benefits from the Acquisition not being realised as a result of changes in
general economic and market conditions in the countries in which Bidco and
Blancco operate; weak, volatile or illiquid capital and/or credit markets;
changes in tax rates, interest rate and currency value fluctuations; the
degree of competition in the geographic and business areas in which Bidco and
Blancco operate; and/or changes in laws or in supervisory expectations or
requirements. Other unknown or unpredictable factors could cause actual
results to differ materially from those in the forward-looking statements.
Such forward-looking statements should therefore be construed in the light of
such factors. Neither Bidco nor Blancco, nor any of their respective
associates or directors, officers or advisers, 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.
You are cautioned not to place any reliance on these forward-looking
statements. Other than in accordance with their legal or regulatory
obligations, neither Bidco nor Blancco is under any obligation, and Bidco and
Blancco expressly disclaim any intention or obligation, to update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per
cent. or more of any class of relevant securities of an offeree company or of
any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 pm (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10th Business Day following the announcement in which any
securities exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position Disclosure must
instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover 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(s),
save to the extent that these details have previously been disclosed under
Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 pm (London time) on the Business Day following the
date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing 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).
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 Takeover Panel's website at
https://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 hard copies
This announcement and the documents required to be published pursuant to Rule
26.1 of the Takeover Code will be available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on a dedicated
microsite established for the purpose of the Acquisition at
https://www.whitebidco.com/ (https://www.whitebidco.com/) and Blancco's
website at
https://www.blancco.com/investors/investor-center/information-for-blancco-shareholders/
(https://www.blancco.com/investors/investor-center/information-for-blancco-shareholders/)
promptly and in any event by no later than 12 noon (London time) on the
Business Day following the publication of this announcement. The content of
the websites referred to in this announcement is not incorporated into and
does not form part of this announcement.
In accordance with Rule 30.3 of the Takeover Code, Blancco Shareholders and
persons with information rights may request a hard copy of this announcement
by contacting Blancco's registrars, Computershare, The Pavilions, Bridgwater
Road Bristol BS13 8AE during business hours between 9.00 a.m. - 5.30 p.m.,
Monday to Friday excluding public holidays in England and Wales, on 0370 889
4099 (or +44 370 889 4099 from abroad). For persons who receive a copy of this
announcement in electronic form or via a website notification, a hard copy of
this announcement will not be sent unless so requested. Such persons may also
request that all future documents, announcements and information to be sent to
you in relation to the Acquisition should be in hard copy form.
No profit forecasts, estimates or quantified benefits statements
Nothing in this announcement is intended, or is to be construed, as a profit
forecast, profit estimate or quantified benefits statement for any period, and
no statement in this announcement should be interpreted to mean that earnings
or earnings per share for Blancco for the current or future financial years
would necessarily match or exceed the historical published earnings or
earnings per share for Blancco.
Electronic Communications
Please be aware that addresses, electronic addresses and certain other
information provided by Blancco Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Blancco may
be provided to Bidco during the offer period as required under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.
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 figures that precede them.
Rule 2.9 of the Takeover Code
For the purposes of Rule 2.9 of the Takeover Code, Blancco confirms that, as
at 1 August 2023, it had in issue 75,709,857 ordinary shares of £0.02 each.
The International Securities Identification Number (ISIN) for the ordinary
shares is GB00B06GNN57.
General
If you are in doubt about the contents of this announcement or the action you
should take, you are recommended to seek your own independent financial advice
immediately from your stockbroker, bank manager, solicitor, accountant or
independent financial adviser duly authorised under the Financial Services and
Markets Act 2000 (as amended) if you are a resident in the United Kingdom or,
if not, from another appropriately authorised independent financial adviser.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THE OFFER WILL BE MADE IN THE UNITED STATES PURSUANT TO APPLICABLE LAWS AND
REGULATIONS, INCLUDING SECTION 14(E) AND REGULATION 14E UNDER THE US EXCHANGE
ACT OF 1934, AS AMENDED (THE "US EXCHANGE ACT"). BIDCO AND ITS AFFILIATES AND
AGENTS MAY PURCHASE BLANCCO SHARES OUTSIDE THE OFFER, OUTSIDE THE UNITED
STATES, IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS, INCLUDING THE US
EXCHANGE ACT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
2 August 2023
RECOMMENDED CASH OFFER
for
BLANCCO TECHNOLOGY GROUP PLC
by
WHITE BIDCO LIMITED
an entity indirectly owned by the Francisco Partners Funds
1. Introduction
The boards of Bidco and Blancco are pleased to announce that they have agreed
the terms of a recommended all cash offer to be made by Bidco for the entire
issued and to be issued share capital of Blancco, other than any Blancco
Shares already held by Bidco.
It is intended that the Acquisition will be implemented by way of a takeover
offer within the meaning of Chapter 3 of Part 28 of the Companies Act
(although Bidco reserves the right to effect the Acquisition by way of a
Scheme, subject to the consent of the Panel).
2. Terms of the Offer
Under the terms of the Offer, which will be on the terms and subject to the
Conditions and further terms set out below and in Appendix 1 to this
announcement, and to be set out in full in the Offer Document, Blancco
Shareholders will be entitled to receive:
For each Blancco Share held 223 pence in cash
The Offer values the entire issued and to be issued share capital of Blancco
at approximately £175 million and represents a premium of approximately:
○ 24.6 per cent. to the Closing Price of 179 pence per Blancco Share
on the Latest Practicable Date;
○ 25.9 per cent. to the one-month volume weighted average price of
177 pence per Blancco Share on the Latest Practicable Date; and
○ 32.9 per cent. to the three-month volume weighted average price of
168 pence per Blancco Share on the Latest Practicable Date.
If, on or after the date of this announcement, any dividend and/or other
distribution and/or return of capital is declared, made or paid or becomes
payable in respect of the Blancco Shares, Bidco reserves the right to reduce
the Cash Consideration payable under the terms of the Offer for the Blancco
Shares by an amount up to the amount of such dividend and/or other
distribution and/or return of capital, in which case any reference in this
announcement or in the Offer Document to the Cash Consideration payable under
the terms of the Offer will be deemed to be a reference to the Cash
Consideration as so reduced. In such circumstances, the relevant Blancco
Shareholders will be entitled to receive and retain such dividend and/or other
distribution and/or return of capital.
Canaccord Genuity, financial advisor to the Francisco Partners Funds and
Bidco, confirms that it is satisfied that sufficient resources are available
to Bidco to enable it to satisfy the full cash consideration payable to the
Blancco Shareholders under the terms of the Acquisition.
3. Background to and reasons for the Acquisition
Bidco believes Blancco is poised to capitalize on durable market tailwinds
driven by a heightened focus on sustainability and e-waste reduction. As a
leader in its market, Blancco's strong product portfolio and deep
understanding of its customers' needs enable it to provide differentiated
software solutions. Bidco believes that the acquisition of Blancco represents
an attractive opportunity due to Blancco's: (i) reputation within its market
as evidenced by its expansive base of customers; (ii) opportunity to
accelerate organic growth as well as pursue strategic investments; and (iii)
ability to execute its longer-term strategy without the demands of a public
listing.
Francisco Partners has extensive experience with assisting growing software
companies such as Blancco in creating long-term value and believes it is well
positioned to support Blancco's management team in accelerating organic and
inorganic growth by providing access to additional capital, expertise and
resources, as needed.
4. Background to and reasons for the recommendation
Background
In recent years, Blancco has delivered solid financial and operational
performance. Blancco has benefited from the underlying growth drivers of
sustainability and governance which resulted in strong performance in FY23.
With the emergence of legislation relating to data security and now
increasingly on sustainability, Blancco is well placed to deliver continued
growth due to these structural market drivers. Whilst the Blancco Board is
confident in the future prospects of the company to create sustainable value
for all stakeholders, the Offer represents an opportunity for shareholders to
realise their holdings in cash, today, at a level which the Board feels
recognises the risk-adjusted value creation potential of the company.
The Blancco Board believes that the Offer will significantly accelerate the
company's future growth, with the ability to focus on long-term strategic
goals. Under private ownership, Blancco will be able to enhance growth both
organically and through M&A.
Terms of the Offer
The Blancco Board believes that the Offer presents an opportunity for Blancco
Shareholders to realise the value of their holdings in cash with certainty,
with an immediate exit and at a material premium to the price at which Blancco
Shares have traded recently, representing:
○ 24.6 per cent. to the Closing Price of 179 pence per Blancco Share
on the Latest Practicable Date;
○ 25.9 per cent. to the one-month volume weighted average price of
177 pence per Blancco Share on the Latest Practicable Date; and
○ 32.9 per cent. to the three-month volume weighted average price of
168 pence per Blancco Share on the Latest Practicable Date.
The Offer values the entire issued and to be issued share capital of Blancco
at approximately £175 million. The Blancco Board believes the Offer
represents attractive value given the balance of material future opportunities
and risks facing the business.
5. Blancco Board recommendation
The Blancco Directors, who have been so advised by Rothschild & Co as to
the financial terms of the Acquisition, consider the terms of the Acquisition
to be fair and reasonable. In providing financial advice to the Blancco
Directors, Rothschild & Co has taken into account the commercial
assessments of the Blancco Directors. Rothschild & Co is providing
independent financial advice to the Blancco Directors for the purposes of Rule
3 of the Takeover Code.
Accordingly, the Blancco Directors intend to recommend unanimously that
Blancco Shareholders accept or procure the acceptance of the Offer (or, if the
Acquisition is implemented by way of a Scheme, to vote in favour of the Scheme
at the Court Meeting and the resolutions relating to the Acquisition at a
Blancco General Meeting) as the Blancco Directors who hold Blancco Shares have
irrevocably undertaken to do in respect of their own beneficial holdings
totalling 800,720 Blancco Shares (representing, in aggregate, approximately
1.06 per cent. of the Blancco Shares as at the Latest Practicable Date).
Further details of these irrevocable undertakings (including the circumstances
in which they cease to be binding) are set out in Appendix 3 to this
announcement.
6. Irrevocable undertakings and letter of intent
In addition to the irrevocable undertakings given by the Blancco Directors, as
set out in paragraph 5 above Bidco has received further indications of support
to accept, or to procure the acceptance of, the Offer in respect of a total of
34,460,456 Blancco Shares (representing, in aggregate, approximately 45.5 per
cent. of the Blancco Shares as at the Latest Practicable Date). These
indications of support comprise of irrevocable undertakings from Soros Fund
Management and Inclusive Capital Partners L.P. and a non-binding letter of
intent from Canaccord Genuity Asset Management for and on behalf IFSL
Marlborough UK Micro-Cap Growth Fund and IFSL Marlborough Special Situations
Fund.
Bidco has therefore received indications of support to accept, or to procure
the acceptance of, the Offer in respect of a total of 35,261,176 Blancco
Shares, representing, in aggregate, approximately 46.6 per cent. of the
Blancco Shares as at the Latest Practicable Date.
Further details of these irrevocable undertakings and the letter of intent
(including the circumstances in which they cease to be binding) are set out in
Appendix 3 to this announcement.
7. Bidco and Francisco Partners intentions for Blancco's
business, directors, management, employees, pensions and locations
Strategic plans for Blancco
Following completion of the Acquisition, Francisco Partners intends to support
Blancco's management team in accelerating investment in organic growth
opportunities as well as identifying inorganic opportunities to expand the
overall size and scale of Blancco's solutions. As a private company, Blancco's
management team will be allowed to fully focus on executing on their long-term
strategic vision with the operational and financial backing of Francisco
Partners, whilst maintaining the culture and values of the business which have
been integral to Blancco's success to date.
Directors, management and employees
Blancco has a strong team of talented and committed employees who have worked
hard to develop market-leading solutions and serve an expansive base of
customers. Francisco Partners recognises the high quality of the employees and
the strength of the management team at Blancco and acknowledges that they will
be key to its future success.
Following completion of the Acquisition, certain corporate and support
functions which have historically been related to Blancco's status as a listed
company may no longer be required or may be reduced in size to reflect Blancco
ceasing to be a listed company. It is expected that the non-executive
directors of Blancco will resign as directors of Blancco with effect from
completion of the Acquisition.
Prior to this announcement, consistent with market practice, Francisco
Partners was granted access to Blancco's senior management for the purposes of
confirmatory due diligence. However, because of the constraints of a public
offer process, Francisco Partners has not yet had access to sufficiently
detailed information to formulate specific plans or intentions regarding the
impact of the Acquisition on Blancco. Following completion of the Acquisition,
Francisco Partners intends to work with Blancco's management team to review
Blancco's business and operations and implement operational best practices to
accelerate Blancco's growth and performance, enhance profitability and create
greater employment opportunities over the long term.
As at the date of this announcement, the results of this review are uncertain,
and no firm decisions have been made by Francisco Partners in relation to
specific actions which may be taken. However, Francisco Partners has no
intention of making any material change to the balance of skills and functions
of Blancco's employees and management. Subject to the above, Francisco
Partners does not intend this review to result in a material headcount
reduction. Any headcount reductions will be carried out in accordance with
applicable law (including, in jurisdictions where relevant, informing and
consulting obligations).
Intentions for Existing Rights and Pensions
Following the completion of the Acquisition, the existing contractual and
statutory employment rights, including pension rights, of the management and
employees of Blancco shall be fully safeguarded in accordance with applicable
law. Blancco only has in place defined contribution pension schemes. Francisco
Partners does not intend to make any material changes in the terms and
conditions of employment of Blancco employees or the contribution arrangements
for any of Blancco's pension schemes.
Intentions for Management Incentivisation Arrangements
Francisco Partners has not entered into and has not discussed any form of
incentivisation arrangements with members of Blancco's management, but may put
in place incentive arrangements for certain members of the Blancco management
team following completion of the Acquisition.
Intentions for Headquarters, Locations, Fixed Assets and Research &
Development
Francisco Partners has no intention to redeploy Blancco's fixed asset base.
Following completion of the Acquisition, Bidco may identify areas of the
Blancco business where investment can be increased. However, based on
diligence performed to date, Francisco Partners does not intend to change the
operations, places of business, or headquarters of Blancco, nor its research
and development functions.
Trading facilities
Blancco Shares are admitted to trading on AIM. As set out in paragraph 14
below, if Bidco reaches the requisite acceptance thresholds, an application
will be made to the London Stock Exchange for the cancellation of the
admission to trading of Blancco Shares on AIM.
Following the Acquisition becoming or being declared unconditional and the
Blancco Shares having been de-listed, Bidco intends to procure that Blancco
shall be re-registered as a private company.
None of the statements in this paragraph 7 constitute "post-offer
undertakings" for the purposes of Rule 19.5 of the Takeover Code.
8. Information relating to Blancco
Blancco is a market leader in secure data erasure and mobile lifecycle
solutions. The company's core product offering is an array of B2B secure data
erasure software provided to enterprises, IT asset disposal (ITAD) vendors and
the mobile industry. Blancco's long-standing position in the market is
supported by a network of blue-chip channel partnerships, which include
ServiceNow, AWS, Accenture and Tata Consulting.
Blancco allows organizations to protect end-of-life data against unauthorised
access, safely redeploy data storage assets, and firmly comply with increased
data protection and privacy requirements. Blancco's precise device diagnostics
supports the transition to the circular economy by enabling IT assets to be
safely reused, helping enterprises, ITAD, recyclers, and mobile industry
stakeholders to operate more sustainably.
Blancco was founded in 1997, is based in the UK and has 20 offices across 17
countries. With over 2,500 customers served across 70 countries, Blancco
employs c.350 employees, performs c.145,000 daily data erasures and owns 40+
patents.
9. Information relating to Bidco and Francisco Partners
Bidco is a newly incorporated entity indirectly owned by the Francisco
Partners Funds. Bidco is incorporated under the laws of England and Wales and
has not traded since incorporation, nor has it entered into any obligations,
other than in connection with the Acquisition and the financing of the
Acquisition.
Francisco Partners is a leading global investment firm that specializes in
partnering with technology and technology-enabled businesses. Since its launch
over 20 years ago, Francisco Partners has invested in more than 400 technology
companies, making it one of the most active and longstanding investors in the
technology industry. With approximately $45 billion in capital raised, the
firm invests in opportunities where its deep sectoral knowledge and
operational expertise can help companies realize their full potential.
Further details in relation to Bidco and Francisco Partners will be contained
in the Offer Document.
10. Financing of the Acquisition
The Cash Consideration payable to Blancco Shareholders under the terms of the
Acquisition will be financed by a combination of equity funding to be invested
indirectly by the Francisco Partners Funds and committed debt funding to be
provided by the Lenders under the Interim Facilities Agreement.
Canaccord Genuity, as financial adviser to Francisco Partners and Bidco is
satisfied that sufficient resources are available to Bidco to satisfy in full
the Cash Consideration payable to Blancco Shareholders under the terms of the
Acquisition.
Further information about the financing of the Acquisition will be set out in
the Offer Document.
11. Blancco Share Plans
Participants in the Blancco Share Plans will be contacted regarding the effect
of the Acquisition on their rights under the Blancco Share Plans. A summary of
the proposals is set out in Appendix 4 to this announcement. Further details
of the terms of such proposals will be included in the letters to be sent to
participants in the Blancco Share Plans as required by Rule 15 of the Takeover
Code.
12. Offer-related arrangements
Confidentiality Agreement
On 30 May 2023, Francisco Partners and Blancco entered into a confidentiality
agreement (the "Confidentiality Agreement") in relation to the Acquisition,
pursuant to which, amongst other things, Francisco Partners has undertaken to
keep confidential information relating to Blancco and to the Acquisition and
not to disclose it to third parties (with certain exceptions). These
confidentiality obligations will remain in force until the second anniversary
of the date of the Confidentiality Agreement. The Confidentiality Agreement
contains standstill provisions which restricted Francisco Partners from
acquiring or seeking to acquire interests in the securities of Blancco, with
those restrictions ceasing to apply upon the release of this announcement.
13. Acquisition structure, timetable and Conditions to the
Acquisition
It is intended that the Acquisition will be implemented by way of a takeover
offer within the meaning of Chapter 3 of Part 28 of the Companies Act.
Bidco will make the Offer through the despatch of the Offer Document and Form
of Acceptance, both of which will be posted to Blancco Shareholders (or made
available electronically in accordance with the Takeover Code) no later than
28 days after the date of this announcement (unless agreed otherwise with the
Panel). The Offer Document will contain the formal terms of, and Conditions
applicable to, the Acquisition.
The Acquisition will be subject to the Conditions and further terms set out in
Appendix 1 to this announcement, and to be set out in full in the Offer
Document, including, amongst others, the Acceptance Condition.
As described further in Appendix 1, and subject to the rules of the Takeover
Code, the Acceptance Condition shall be satisfied once valid acceptances of
the Offer have been received by no later than 1.00 p.m. on the Unconditional
Date (or such other times and/or dates as Bidco may specify, subject to the
rules of the Takeover Code and where applicable with the consent of the Panel)
in respect of such number of Blancco Shares which, when aggregated with the
Blancco Shares held, acquired or agreed to be acquired by Bidco and/or any of
its wholly-owned subsidiaries, carry in aggregate not less than 90 per cent.
of the voting rights then normally exercisable at a general meeting of
Blancco.
Bidco may, in its absolute discretion, decide to waive the Acceptance
Condition down to a lesser percentage in accordance with Rule 10 of the
Takeover Code, provided that the Acceptance Condition will not be satisfied
unless Bidco and/or any of its wholly-owned subsidiaries has acquired or
agreed to acquire (whether pursuant to the Offer or otherwise) Blancco Shares
carrying in aggregate more than 50 per cent. of the voting rights then
exercisable at a general meeting of Blancco.
Subject to the satisfaction or (if permitted) waiver of the Conditions and
certain further terms set out in Appendix 1, it is expected that the
Acquisition will become or be declared unconditional during the fourth quarter
of 2023.
The Acquisition shall lapse unless all of the Conditions have been fulfilled
or, where permitted, waived or, where appropriate, have been determined by
Bidco to be or remain satisfied, by midnight (London time) on the earlier of
the Unconditional Date and the Long Stop Date (subject to the rules of the
Takeover Code and, where applicable, the consent of the Panel). Further
details are set out in Appendix 1.
Following the Offer becoming or being declared unconditional, the Blancco
Shares in respect of which valid acceptance has been received will be
transferred to Bidco, in consideration for which the Blancco Shareholders who
have validly accepted the Offer shall receive the Cash Consideration on the
basis set out in paragraph 2 of this announcement
14. Delisting, cancellation of trading and re-registration
If Bidco receives acceptances under the Offer in respect of, and/or otherwise
acquires, 90 per cent. or more of the Blancco Shares to which the Offer
relates and assuming that the Acceptance Condition has been satisfied or
waived (if capable of being waived), Bidco intends to exercise its rights
pursuant to the provisions of Chapter 3 of Part 28 of the Act to acquire
compulsorily any Blancco Shares not acquired or agreed to be acquired by or on
behalf of Bidco pursuant to the Offer or otherwise on the same terms as the
Offer.
After the Acquisition becomes or is declared unconditional and if Bidco has,
by virtue of its shareholdings (and the shareholdings of its wholly-owned
subsidiaries) and acceptances of the Offer, acquired or agreed to acquire
issued share capital carrying 75 per cent. or more of the voting rights of
Blancco (or the appropriate special resolutions are otherwise passed), it is
intended that Bidco shall procure that Blancco makes an application to the
London Stock Exchange for the cancellation of the admission to trading of
Blancco Shares on AIM.
It is anticipated that, subject to any applicable requirements of the London
Stock Exchange, cancellation of admission to trading of Blancco Shares on AIM
shall take effect no earlier than 20 Business Days after such application is
made.
Bidco shall notify Blancco Shareholders when the required 75 per cent. has
been attained and confirm that the notice period has commenced and the
anticipated date of cancellation.
Following the Acquisition becoming or being declared unconditional and the
Blancco Shares having been de-listed, Bidco intends to procure that Blancco
shall be re-registered as a private company.
Such cancellation and re-registration shall significantly reduce the liquidity
and marketability of any Blancco Shares in respect of which the Offer has not
been accepted at that time and their value may be affected as a consequence.
Any remaining Blancco Shareholders would become minority shareholders in a
privately controlled limited company and may be unable to sell their Blancco
Shares and there can be no certainty that any dividends or other distributions
shall be made by Blancco, or that the Blancco Shareholders shall again be
offered as much for the Blancco Shares held by them as under the Offer.
15. Disclosure of interests in Blancco securities
As at the close of business on the Latest Practicable Date, save for the
irrevocable undertakings referred to in paragraph 6 above, neither Bidco nor
any of its directors, nor Francisco Partners or any of its partners nor so far
as Francisco Partners and Bidco are aware, any person acting in concert
(within the meaning of the Takeover Code) with Bidco for the purposes of the
Acquisition: (i) had any interest in or right to subscribe for or had borrowed
or lent any Blancco Shares or securities convertible or exchangeable into
Blancco Shares; or (ii) had any short positions in respect of relevant
securities of Blancco (whether conditional or absolute and whether in the
money or otherwise), including any short position under a derivative, any
agreement to sell or any delivery obligation or right to require another
person to purchase or take delivery; or (iii) has borrowed or lent any
relevant securities of Blancco (including, for these purposes, any financial
collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the
Takeover Code) save for any borrowed shares which have been either on-lent or
resold; or (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 Takeover Code.
16. Consents
Each of Rothschild & Co and Canaccord Genuity has given and not withdrawn
its consent to the publication of this announcement with the inclusion herein
of the references to its name in the form and context in which such references
appear.
17. Documents available on website
Copies of the following documents will be available promptly on a dedicated
microsite established for the purpose of the Acquisition and Blancco's
website, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, at https://www.whitebidco.com/
(https://www.whitebidco.com/) and
https://www.blancco.com/investors/investor-center/information-for-blancco-shareholders/
(https://www.blancco.com/investors/investor-center/information-for-blancco-shareholders/)
respectively and in any event by no later than 12 noon (London time) on the
Business Day following the publication of this announcement until the end of
the offer period:
(a) this announcement;
(b) the Confidentiality Agreement;
(c) the documents entered into for the financing of the
Acquisition referred to in paragraph 10, including the Interim Facilities
Agreement;
(d) the equity commitment letter dated on or about the date
hereof between Bidco and the Francisco Partners Funds;
(e) the representation and undertaking letter dated on or about
the date hereof from, amongst others, Bidco and the Francisco Partners Funds,
to Canaccord Genuity;
(f) the irrevocable undertakings and the letter of intent
referred to in paragraph 6; and
(g) the consent letters of Rothschild & Co and Canaccord
Genuity.
The content of the websites referred to in this announcement is not
incorporated into and does not form part of this announcement.
18. General
The Acquisition will be on the terms and subject to the Conditions set out
herein and in Appendix 1, and to be set out in full in the Offer Document and
(in respect of Blancco Shares held in certificated form) the Form of
Acceptance which will be sent to Blancco Shareholders within 28 days of this
announcement.
The Blancco Shares will be acquired pursuant to the Offer with full title
guarantee fully paid and free from all liens, charges, equities, encumbrances,
rights of pre-emption and any other interests of any nature whatsoever and
together with all rights now or hereafter attaching thereto, including without
limitation voting rights and the right to receive and retain in full all
dividends and other distributions (if any) announced, declared, made or paid
or any other return of value following the Acquisition becoming or being
declared unconditional.
Bidco reserves the right, with the consent of the Panel, to elect to implement
the Acquisition by way of a Scheme. In such event, the Scheme will be
implemented on substantially the same terms, so far as applicable, as those
which would apply to the Acquisition, subject to appropriate amendments
(including to statutory voting requirements) to reflect the change in method
of implementing the Acquisition, including in particular to the amendments
referred to in Part C of Appendix 1.
This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities.
The implications of the Offer for persons resident in, or citizens of,
jurisdictions outside the United Kingdom may be affected by the laws of the
relevant jurisdictions. Such persons should inform themselves about and
observe any applicable requirements.
Powerscourt (PR adviser to Francisco Partners) Tel: +44 (0)7970 246 725
Elly Williamson
Ollie Simmonds
Canaccord Genuity (financial adviser to Francisco Partners and Bidco) Tel: +44 (0) 20 7523 8000
Simon Bridges
Katherine Hobbs
Blancco Technology Group plc Via Buchanan
Rob Woodward, Chair
Matt Jones, Chief Executive Officer
Adam Moloney, Chief Financial Officer
Rothschild & Co (lead financial adviser to Blancco) Tel: +44 (0) 20 7280 5000
Warner Mandel
Anton Black
Stifel (joint financial adviser, nominated adviser and corporate broker to Tel: +44 (0) 20 7710 7600
Blancco)
Nick Adams
Nick Harland
Richard Short
Ben Burnett
Buchanan Communications Limited (PR adviser to Blancco)
Chris Lane Tel: +44 (0) 20 7466 5000
Jack Devoy
Ropes & Gray International LLP is acting as legal adviser to Francisco
Partners and Bidco. Travers Smith LLP is acting as legal adviser to Blancco.
Further information
Canaccord Genuity, which is regulated in the United Kingdom by the FCA, is
acting as financial adviser to Bidco and Francisco Partners and no one else in
connection with the matters described in this announcement and will not be
responsible to anyone other than Bidco and Francisco Partners for providing
the protections afforded to clients of Canaccord Genuity, or for providing
advice in connection with the matters referred to herein. Neither Canaccord
Genuity nor any of its group undertakings or affiliates owes or accepts any
duly, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of Canaccord Genuity in connection with this announcement or any
matter referred to herein.
Rothschild & Co, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for Blancco and no one else in
connection with the matters referred to in this announcement and will not be
responsible to anyone other than Blancco for providing the protections
afforded to clients of Rothschild & Co, nor for providing advice in
relation to the acquisition of Blancco or any other matters referred to in
this announcement. Neither Rothschild & Co nor any of its affiliates (nor
their respective directors, officers, employees or agents) owes or accepts any
duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of Rothschild & Co in connection with this announcement, any
statement contained in this announcement, the acquisition of Blancco or
otherwise. No representation or warranty, express or implied, is made by
Rothschild & Co as to the contents of this announcement.
Stifel, which is authorised and regulated in the United Kingdom by the FCA, is
acting exclusively for Blancco and no one else in connection with the matters
referred to in this announcement and will not be responsible to anyone other
than Blancco for providing the protections afforded to clients of Stifel nor
for providing advice in relation to the acquisition of Blancco or any other
matters referred to in this announcement. Neither Stifel nor any of its
affiliates (nor their respective directors, officers, employees or agents)
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Stifel in connection with this
announcement, any statement contained in this announcement, the acquisition of
Blancco or otherwise. No representation or warranty, express or implied, is
made by Stifel as to the contents of this announcement.
This announcement is for information purposes only and is not intended to, and
does not constitute or form part of any offer or invitation to purchase, or
the solicitation of an offer or invitation to purchase or otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise. The Offer will be made solely by the Offer Document,
when issued, which (together with the Form of Acceptance in relation to
Blancco Shares held in certificated form) will contain the full terms and
conditions of the Offer, including details of how the Offer may be accepted.
This announcement does not constitute a prospectus or prospectus equivalent
document.
Overseas Shareholders
This announcement has been prepared in accordance with English law, the
Takeover Code, the Market Abuse Regulation and the AIM Rules and information
disclosed may not be the same as that which would have been prepared in
accordance with the laws of jurisdictions outside England.
The distribution of this announcement in jurisdictions other than the United
Kingdom and the availability of the Offer to Blancco Shareholders who are not
resident in and citizens of the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdictions. Any failure to comply with the applicable restrictions
may constitute a violation of the securities laws of any such jurisdiction. To
the fullest extent permitted by applicable law, the companies and persons
involved in the Offer disclaim any responsibility or liability for the
violation of such restrictions by any person. Further details in relation to
Overseas Shareholders will be contained in the Offer Document.
Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Offer will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
accept the Offer by any such use, means, instrumentality or from within a
Restricted Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Copies of this announcement and
any formal documentation relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send it in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported acceptance of
the Offer. The Offer may not be made directly or indirectly, in or into, or by
the use of mails or any means or instrumentality (including, but not limited
to, facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the Offer may not
be capable of acceptance by any such use, means, instrumentality or
facilities.
Notice to US investors in Blancco
The Offer relates to the shares of an English company and is being made by
means of a contractual takeover offer under the Takeover Code and under the
laws of England and Wales. The Offer will be made in the United States
pursuant to all applicable laws and regulations, including, to the extent
applicable, Section 14(e) and Regulation 14E under the US Securities Exchange
Act of 1934, as amended (the "US Exchange Act") and otherwise in accordance
with the requirements of the Takeover Code. Accordingly, the Offer will be
subject to the disclosure and other procedural requirements, including with
respect to withdrawal rights, offer timetable, settlement procedures and
timing of payments that are different from those applicable under US domestic
tender offer procedures and law. The Offer will be made in the United States
by Bidco and no one else.
In accordance with, and to the extent permitted by, the Takeover Code and
normal UK market practice, Canaccord Genuity and its respective affiliates may
continue to act as exempt principal traders or exempt market makers in Blancco
Shares on AIM and will engage in certain other purchasing activities
consistent with their respective normal and usual practice and applicable law,
as permitted by Rule 14e-5(b)(9) under the US Exchange Act.
In accordance with, and to the extent permitted by, the Takeover Code and
normal UK market practice, Bidco, its affiliates, their advisors and nominees
or brokers (acting as agents) may make certain purchases of, or arrangements
to purchase, Blancco Shares outside the Offer, such as in open market
purchases or privately negotiated purchases, during the offer period and the
period in which the Offer remains open for acceptance. If such purchases or
arrangements to purchase were to be made, they would be made outside the US
and would comply with applicable law, including United Kingdom laws and the US
Exchange Act. Any such purchases by Bidco or its affiliates will not be made
at prices higher than the price of the Offer provided in this announcement
unless the price of the Offer is increased accordingly. Any information about
such purchases or arrangements to purchase shall be disclosed as required
under United Kingdom laws and will be available to all investors (including US
investors) via the Regulatory Information Service and shall be available on
the London Stock Exchange website at www.londonstockexchange.com. To the
extent that such information is required to be publicly disclosed in the
United Kingdom in accordance with applicable regulatory requirements, this
information will, as applicable, also be publicly disclosed in the United
States.
It may be difficult for US holders of Blancco Shares to enforce their rights
and any claim arising out of the US securities laws in connection with the
Offer, since Bidco and Blancco are located in a non-US jurisdiction, and some
or all of their officers and directors may be residents of a non-US
jurisdiction. US holders of Blancco Shares may not be able to sue a non-US
company or its officers or directors in a non-US court for violations of the
US securities laws. Further, it may be difficult to compel a non-US company
and its affiliates to subject themselves to a US court's judgement.
The financial information included in this announcement has been prepared in
accordance with accounting standards applicable in the United Kingdom and thus
may not be comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with generally accepted
accounting principles in the US ("US GAAP"). US GAAP differs in certain
significant respects from accounting standards applicable in the United
Kingdom. None of the financial information in this announcement has been
audited in accordance with auditing standards generally accepted in the United
States or the auditing standards of the Public Company Accounting Oversight
Board (United States).
Neither the Offer nor 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 approved or disapproved or passed judgement upon the fairness or
the merits of the Offer, or determined if the information contained in this
announcement is adequate, accurate or complete. Any representation to the
contrary is a criminal offence in the United States. The receipt of cash
pursuant to the Offer by a US holder as consideration for the transfer of its
Blancco Shares pursuant to the Offer will likely be a taxable transaction for
US federal income tax purposes and under applicable US state and local, as
well as foreign and other, tax laws. Each US holder of Blancco Shares is urged
to consult their independent legal, tax and financial advisers regarding the
tax consequences of the Offer applicable to them, including for US federal
income tax purposes and under applicable US state and local, as well as
overseas and other, tax laws.
Forward looking statements
This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Bidco and Blancco contain statements which are, or
may be deemed to be, "forward-looking statements". Forward-looking statements
are prospective in nature and are not based on historical facts, but rather on
current expectations and projections of the management of Francisco Partners
and Blancco about future events, and are therefore subject to risks and
uncertainties which could cause actual results to differ materially from the
future results expressed or implied by the forward-looking statements.
The forward-looking statements contained in this announcement include
statements relating to the expected effects of the Offer on Bidco and Blancco
(including their future prospects, developments and strategies), the expected
timing and scope of the Offer and other statements other than historical
facts. Often, but not always, forward-looking statements can be identified by
the use of forward-looking words such as "plans", "expects" or "does not
expect", "is expected", "is subject to", "budget", "projects", "strategy",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases or
statements that certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. Although Bidco
and/or Blancco (as appropriate) believe that the expectations reflected in
such forward-looking statements are reasonable, Bidco and Blancco can give no
assurance that such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future. There are a
number of factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements.
These factors include, but are not limited to: the ability to complete the
Acquisition; the satisfaction of other Conditions on the proposed terms and
schedule; future market conditions; changes in general economic and business
conditions; the behaviour of other market participants; the anticipated
benefits from the Acquisition not being realised as a result of changes in
general economic and market conditions in the countries in which Bidco and
Blancco operate; weak, volatile or illiquid capital and/or credit markets;
changes in tax rates, interest rate and currency value fluctuations; the
degree of competition in the geographic and business areas in which Bidco and
Blancco operate; and/or changes in laws or in supervisory expectations or
requirements. Other unknown or unpredictable factors could cause actual
results to differ materially from those in the forward-looking statements.
Such forward-looking statements should therefore be construed in the light of
such factors. Neither Bidco nor Blancco, nor any of their respective
associates or directors, officers or advisers, 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.
You are cautioned not to place any reliance on these forward-looking
statements. Other than in accordance with their legal or regulatory
obligations, neither Bidco nor Blancco is under any obligation, and Bidco and
Blancco expressly disclaim any intention or obligation, to update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per
cent. or more of any class of relevant securities of an offeree company or of
any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 pm (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10th Business Day following the announcement in which any
securities exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position Disclosure must
instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover 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(s),
save to the extent that these details have previously been disclosed under
Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 pm (London time) on the Business Day following the
date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing 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).
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 Takeover Panel's website at
https://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 hard copies
This announcement and the documents required to be published pursuant to Rule
26.1 of the Takeover Code will be available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on a dedicated
microsite established for the purpose of the Acquisition at
https://www.whitebidco.com/ (https://www.whitebidco.com/) and Blancco's
website at
https://www.blancco.com/investors/investor-center/information-for-blancco-shareholders/
(https://www.blancco.com/investors/investor-center/information-for-blancco-shareholders/)
promptly and in any event by no later than 12 noon (London time) on the
Business Day following the publication of this announcement. The content of
the websites referred to in this announcement is not incorporated into and
does not form part of this announcement.
In accordance with Rule 30.3 of the Takeover Code, Blancco Shareholders and
persons with information rights may request a hard copy of this announcement
by contacting Blancco's registrars, Computershare, The Pavilions, Bridgwater
Road Bristol BS13 8AE during business hours between 9.00 a.m. - 5.30 p.m.,
Monday to Friday excluding public holidays in England and Wales, on 0370 889
4099 (or +44 370 889 4099 from abroad). For persons who receive a copy of this
announcement in electronic form or via a website notification, a hard copy of
this announcement will not be sent unless so requested. Such persons may also
request that all future documents, announcements and information to be sent to
you in relation to the Acquisition should be in hard copy form.
No profit forecasts, estimates or quantified benefits statements
Nothing in this announcement is intended, or is to be construed, as a profit
forecast, profit estimate or quantified benefits statement for any period, and
no statement in this announcement should be interpreted to mean that earnings
or earnings per share for Blancco for the current or future financial years
would necessarily match or exceed the historical published earnings or
earnings per share for Blancco.
Electronic Communications
Please be aware that addresses, electronic addresses and certain other
information provided by Blancco Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Blancco may
be provided to Bidco during the offer period as required under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.
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 figures that precede them.
Rule 2.9 of the Takeover Code
For the purposes of Rule 2.9 of the Takeover Code, Blancco confirms that, as
at 1 August 2023, it had in issue 75,709,857 ordinary shares of £0.02 each.
The International Securities Identification Number (ISIN) for the ordinary
shares is GB00B06GNN57.
General
If you are in doubt about the contents of this announcement or the action you
should take, you are recommended to seek your own independent financial advice
immediately from your stockbroker, bank manager, solicitor, accountant or
independent financial adviser duly authorised under the Financial Services and
Markets Act 2000 (as amended) if you are a resident in the United Kingdom or,
if not, from another appropriately authorised independent financial adviser.
Appendix 1
CONDITIONS AND FURTHER TERMS OF THE Acquisition
Part A: Conditions to the Acquisition
Acceptance Condition
1. The Acquisition is subject to valid acceptances of
the Offer being received (and not validly withdrawn in accordance with the
rules and requirements of the Takeover Code and the terms of the Offer) by no
later than 1.00 p.m. (London time) on the Unconditional Date (or such other
time(s) and/or date(s) as Bidco may, in accordance with the Takeover Code and,
where applicable, with the consent of the Panel, decide) in respect of such
number of Blancco Shares which, when aggregated with the Blancco Shares held,
acquired or agreed to be acquired by Bidco and/or any of its wholly-owned
subsidiaries (whether pursuant to the Offer or otherwise), before such time,
will result in Bidco and/or any of its wholly-owned subsidiaries together
holding in aggregate Blancco Shares carrying not less than 90 per cent. (or
such lesser percentage as Bidco may decide) of the voting rights then normally
exercisable at a general meeting of Blancco, provided that this condition will
not be satisfied unless Bidco and/or any of its wholly-owned subsidiaries
holds, shall have acquired or have agreed to acquire (whether pursuant to the
Offer or otherwise), Blancco Shares carrying in aggregate more than 50 per
cent. of the voting rights then normally exercisable at a general meeting of
Blancco (the "Acceptance Condition"). Unless the Panel consents otherwise, the
Acceptance Condition shall only be capable of being satisfied when all other
Conditions set out in paragraph 2 below have been either satisfied or, if
permitted, waived.
2. For the purposes of this Acceptance Condition:
(i) Blancco Shares that have been unconditionally
allotted, but not issued, before the Offer becomes or is declared
unconditional, whether pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise, shall be deemed to carry the
voting rights they will carry upon issue;
(ii) all percentages of voting rights, share capital and
relevant securities are to be calculated by reference to the number of issued
Blancco Shares excluding any and all shares held in treasury by Blancco from
time to time; and
(iii) valid acceptances shall be deemed to have been
received in respect of Blancco Shares which are treated for the purposes of
Part 28 of the Companies Act as having been acquired or contracted to be
acquired by Bidco by virtue of acceptances of the Offer or otherwise.
Other conditions
3. Subject to the requirements of the Panel, the
Acquisition will also be conditional upon the following Conditions and,
accordingly, the Acquisition will not become or be declared unconditional
unless the following Conditions (as amended if appropriate) have been
satisfied or waived:
Other Third Party clearances
(a) the waiver (or non-exercise within any applicable time
limits) by any relevant 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 having similar authority with respect to
the Acquisition in any jurisdiction (each a "Third Party") of any termination
right, right of pre-emption, first refusal or similar right (which is material
in the context of the Wider Blancco Group taken as a whole) arising as a
result of or in connection with the Acquisition including, without limitation,
its implementation and financing or the proposed direct or indirect
acquisition of any shares or other securities in, or control or management of,
Blancco by Bidco or any member of the Wider Bidco Group;
(b) no antitrust regulator or Third Party having given
notice of a decision to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference (and in each case, not
having withdrawn the same), or having required any action to be taken or
otherwise having done anything or having enacted, made or proposed any
statute, regulation, decision, order or change to published practice (and in
each case, not having withdrawn the same) and there not continuing to be
outstanding any statute, regulation, decision or order which would or might
reasonably be expected to:
(i) make the Acquisition, its implementation or the
acquisition or proposed acquisition of any shares or other securities in, or
control or management of, any member of the Wider Blancco Group by any member
of the Wider Bidco Group void, voidable, illegal and/or unenforceable under
the laws of any relevant jurisdiction, or otherwise directly or indirectly
prevent, prohibit, or materially restrain, restrict, impede, challenge, delay
or otherwise materially interfere with the approval or implementation of, or
impose additional material conditions or obligations with respect to, the
Acquisition or any matter arising from the proposed acquisition of any shares
or other securities in, or control or management of, any member of the Wider
Blancco Group by any member of the Wider Bidco Group;
(ii) require, prevent or delay the divestiture or
materially alter the terms envisaged for such divestiture by any member of the
Wider Bidco Group or by any member of the Wider Blancco Group of all or any
material part of their businesses, assets or property or impose any limitation
on the ability of all or any of them to conduct their businesses (or any part
thereof) or to own, control or manage any of their assets or properties (or
any part thereof) to an extent which is material in the context of the Wider
Blancco Group taken as a whole;
(iii) impose any limitation on, or result in a delay in, the
ability of any member of the Wider Bidco Group directly or indirectly to
acquire or hold or to exercise effectively all or any rights of ownership in
respect of shares or other securities in Blancco (or any member of the Wider
Blancco Group) or on the ability of any member of the Wider Blancco Group or
any member of the Wider Bidco Group directly or indirectly to hold or exercise
effectively any rights of ownership in respect of shares or other securities
(or the equivalent) in, or to exercise management control over, any member of
the Wider Blancco Group, in each case or taken together, to an extent which is
material in the context of the Wider Blancco Group taken as a whole or the
Wider Bidco Group taken as a whole;
(iv) other than pursuant to the implementation of the
Acquisition, require any member of the Wider Bidco Group or the Wider Blancco
Group to acquire or offer to acquire any shares, other securities (or the
equivalent) or interest in any member of the Wider Blancco Group or any asset
owned by any third party;
(v) require, prevent or delay a divestiture by any member
of the Wider Bidco Group of any shares or other securities (or the equivalent)
in any member of the Wider Blancco Group to an extent which is materially
adverse in the context of the Wider Blancco Group taken as a whole;
(vi) result in any member of the Wider Blancco Group or any
member of the Wider Bidco Group ceasing to be able to carry on business under
any name under which it presently carries on business to an extent which is
materially adverse in the context of the Wider Blancco Group taken as a whole;
(vii) impose any limitation on the ability of any member of
the Wider Bidco Group or any member of the Wider Blancco Group to conduct,
integrate or co-ordinate all or any part of their respective businesses with
all or any part of the business of any other member of the Wider Bidco Group
and/or the Wider Blancco Group; or
(viii) otherwise affect the business, assets, value, profits,
prospects or operational performance of any member of the Wider Blancco Group
or any member of the Wider Bidco Group, in each case or taken together, in a
manner which is materially adverse to the Wider Blancco Group taken as a whole
or of the obligations of any members of the Wider Bidco Group taken as a
whole,
and all applicable waiting and other time periods (including any extensions
thereof) during which any antitrust regulator or any Third Party could decide
to take, institute, implement or threaten any such action, proceeding, suit,
investigation, enquiry or reference or take any other step under the laws of
any jurisdiction in respect of the Offer or proposed acquisition of any
Blancco Shares or otherwise intervene having expired, lapsed, or been
terminated;
(c) no undertakings or assurances being required from
Francisco Partners, any member of the Wider Bidco Group or any member of the
Wider Blancco Group by the Secretary of State or any other Third Party, except
on terms reasonably satisfactory to Bidco;
(d) all notifications, filings or applications which are
reasonably deemed by Bidco to be necessary or appropriate having been made in
connection with the Acquisition and all necessary waiting and other time
periods (including any extensions thereof) under any applicable legislation or
regulation of any jurisdiction having expired, lapsed or been terminated (as
appropriate) and all statutory and regulatory obligations in any jurisdiction
having been complied with in each case in respect of the Acquisition and all
Authorisations which are reasonably deemed by Bidco to be necessary or
appropriate in any jurisdiction for or in respect of the Acquisition or the
proposed acquisition of any shares or other securities in, or control of,
Blancco by any member of the Wider Bidco Group having been obtained in terms
and in a form reasonably satisfactory to Bidco from all appropriate Third
Parties or (without prejudice to the generality of the foregoing) from any
person or bodies with whom any member of the Wider Blancco Group or the Wider
Bidco Group has entered into contractual arrangements and all such
Authorisations which are reasonably deemed by Bidco to be necessary or
appropriate to carry on the business of any member of the Wider Blancco Group
in the manner and in any jurisdiction in which such business is currently
conducted having been obtained in each case where the direct consequence of a
failure to make such notification or filing or to wait for the expiry, lapse
or termination of any such waiting or other time period or to comply with such
obligation or obtain such Authorisation would be unlawful in any relevant
jurisdiction or, in each case or taken together, have a material adverse
effect on the Wider Blancco Group, any member of the Wider Bidco Group or the
ability of Bidco to implement the Acquisition and all such Authorisations
remaining in full force and effect at the time at which the Acquisition
becomes otherwise unconditional and there being no notice or intimation of an
intention to revoke, suspend, restrict, modify or not to renew such
Authorisations;
Confirmation of absence of adverse circumstances
(e) except as Disclosed, there being no provision of any
arrangement, agreement, licence, permit, franchise, lease or other instrument
to which any member of the Wider Blancco Group is a party or by or to which
any such member or any of its assets is or may be bound, entitled or be
subject or any event or circumstance which, as a consequence of the
Acquisition or the proposed acquisition by any member of the Wider Bidco Group
of any shares or other securities in Blancco or because of a change in the
control or management of any member of the Wider Blancco Group or otherwise,
would or might reasonably be expected to result in, and in each case or taken
together, to an extent which is materially adverse in the context of the Wider
Blancco Group or the Wider Bidco Group, in either case, taken as a whole:
(i) any monies borrowed by, or any other indebtedness,
liabilities, actual or contingent of, or any grant available to, any member of
the Wider Blancco Group being or becoming repayable, or capable of being
declared repayable, immediately or prior to its or their stated maturity date
or repayment date, or the ability of any such member to borrow monies or incur
any indebtedness being withdrawn or inhibited or being capable of becoming or
being withdrawn or inhibited;
(ii) the rights, liabilities, obligations, interests or
business of any member of the Wider Blancco Group or any member of the Wider
Bidco Group under any such arrangement, agreement, licence, permit, lease or
instrument or the interests or business of any member of the Wider Blancco
Group or any member of the Wider Bidco Group in or with any other firm or
company or body or person (or any agreement or arrangement relating to any
such business or interests) being or becoming capable of being terminated or
adversely modified or affected or any onerous obligation or liability arising
or any adverse action being taken or arising thereunder;
(iii) any member of the Wider Blancco Group ceasing to be
able to carry on business under any name under which it presently carries on
business;
(iv) any assets or interests of, or any asset the use of
which is enjoyed by, any member of the Wider Blancco Group being or falling to
be disposed of or charged or any right arising under which any such asset or
interest could be required to be disposed of or charged or could cease to be
available to any member of the Wider Blancco Group otherwise than in the
ordinary course of business;
(v) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any part of the business, property
or assets of any member of the Wider Blancco Group or any such mortgage,
charge or other security interest (whenever created, arising or having
arisen), becoming enforceable;
(vi) the business, assets, value, financial or trading
position, profits, prospects or operational performance of any member of the
Wider Blancco Group being prejudiced or adversely affected;
(vii) the creation or acceleration of any liability (actual or
contingent) by any member of the Wider Blancco Group other than trade
creditors or other liabilities incurred in the ordinary course of business; or
(viii) any liability of any member of the Wider Blancco Group to
make any severance, termination, bonus or other payment to any of its
directors.
No material transactions, claims or changes in the conduct of the business of
the Wider Blancco Group
(f) except as Disclosed, no member of the Wider Blancco
Group having since 30 June 2022:
(i) save as between Blancco and its wholly-owned
subsidiaries or between such wholly-owned subsidiaries, issued or agreed to
issue or authorised or proposed or announced its intention to authorise or
propose the issue of additional shares of any class, or securities or
securities convertible into, or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares or convertible securities
or transferred or sold or agreed to transfer or sell or authorised or proposed
the transfer or sale of Blancco Shares out of treasury;
(ii) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus issue, dividend or other
distribution (whether payable in cash or otherwise) other than to Blancco, one
of its wholly-owned subsidiaries or between such wholly-owned subsidiaries;
(iii) save as between Blancco and its wholly-owned
subsidiaries or between such wholly-owned subsidiaries, merged with (by
statutory merger or otherwise) or demerged from or acquired any corporate,
partnership or business or acquired or disposed of, or, other than in the
ordinary course of business, transferred, mortgaged or charged or created any
security interest over, any assets or any right, title or interest in any
asset (including shares and trade investments) or authorised, proposed or
announced any intention to do so in each case or taken together, to an extent
material in the context of the Wider Blancco Group taken as a whole;
(iv) save as between Blancco and its wholly-owned
subsidiaries or between such wholly-owned subsidiaries, made, authorised,
proposed or announced an intention to propose any change in its loan capital;
(v) issued, authorised or proposed or announced an
intention to authorise or propose the issue of, or made any change in or to
the terms of, any debentures or (save in the ordinary course of business and
save as between Blancco and its wholly-owned subsidiaries or between such
wholly-owned subsidiaries) incurred or increased any indebtedness or become
subject to any contingent liability, in each case or taken together, to an
extent material in the context of the Wider Blancco Group taken as a whole;
(vi) entered into, varied, authorised or proposed entry into
or variation of, or announced its intention to enter into or vary, any
contract, transaction, arrangement or commitment (whether in respect of
capital expenditure or otherwise) (otherwise than in the ordinary course of
business) which is of a long term, unusual or onerous nature, or which
involves or could reasonably be expected to involve an obligation of a nature
or magnitude which is, in any such case or taken together, material in the
context of the Wider Blancco Group or in the context of the Acquisition, or
which is or is reasonably likely to be restrictive on the business of any
member of the Wider Blancco Group to an extent which is or is likely to be
material to the Wider Blancco Group taken as a whole;
(vii) entered into any licence or other disposal of
intellectual property rights of any member of the Wider Blancco Group which
are material in the context of the Wider Blancco Group taken as a whole and
outside the normal course of business;
(viii) entered into, varied, authorised or proposed entry into
or variation of, or announced its intention to enter into or vary the terms of
or made any offer (which remains open for acceptance) to enter into or vary to
a material extent the terms of, any contract, commitment, arrangement or any
service agreement with any director or other person (if any) employed or to be
employed by the Wider Blancco Group save for fee or salary increases or
variations of terms in the ordinary course;
(ix) other than grant of options and/or awards under the
Blancco Share Plans entered into, authorised, proposed or agreed to provide
any share option scheme, incentive scheme, or other benefit relating to the
employment or termination of employment of any person which, in each case or
taken together, are material in the context of the Wider Blancco Group taken
as a whole;
(x) entered into, authorised, proposed or agreed to
provide pension scheme or other retirement or death benefit arrangements
established for the directors, former directors or other persons (if any)
employed or to be employed by any entity in the Wider Blancco Group, which in
each case or taken together, is material in the context of the Wider Blancco
Group taken as a whole;
(xi) entered into, implemented or effected, or authorised,
proposed or announced its intention to implement or effect, any joint venture,
asset or profit sharing arrangement, partnership, composition, assignment,
reconstruction, amalgamation, commitment, scheme or other transaction or
arrangement (other than the Acquisition) otherwise than in the ordinary course
of business;
(xii) purchased, redeemed or repaid or announced any proposal
to purchase, redeem or repay any of its own shares or other securities or
reduced or, save in respect of the matters mentioned in sub-paragraph (i)
above, made any other change to any part of its share capital to an extent
which (other than in the case of Blancco) is material in the context of the
Wider Blancco Group taken as a whole;
(xiii) other than with respect to claims between Blancco and its
wholly owned subsidiaries (or between such subsidiaries) waived, compromised
or settled any claim otherwise than in the ordinary course of business which
is material in the context of the Wider Blancco Group taken as a whole;
(xiv) made any material alteration to its articles of
association or other constitutional documents (in each case, other than in
connection with the Acquisition or as required under the terms of the existing
facility agreements of the Blancco Group);
(xv) (other than in respect of a member of the Wider Blancco
Group which is dormant and was solvent at the relevant time) taken or proposed
any steps, corporate action or had any legal proceedings instituted or
threatened against it in relation to the suspension of payments, a moratorium
of any indebtedness, its winding-up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of any administrator, receiver, manager,
administrative receiver, trustee or similar officer of all or any part of its
assets or revenues or any analogous proceedings in any jurisdiction or
appointed any analogous person in any jurisdiction or had any such person
appointed;
(xvi) been unable, or admitted in writing that it is unable, to
pay its debts or commenced negotiations with one or more of its creditors with
a view to rescheduling or restructuring any of its indebtedness, or having
stopped or suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a substantial
part of its business;
(xvii) entered into any contract, commitment, agreement or
arrangement otherwise than in the ordinary course of business or passed any
resolution or made any offer (which remains open for acceptance) with respect
to or announced an intention to, or to propose to, effect any of the
transactions, matters or events referred to in this condition;
(xviii) terminated or varied the terms of any agreement or
arrangement between any member of the Wider Blancco Group and any other person
in a manner which would or might be expected to have a material adverse effect
on the financial position of the Wider Blancco Group taken as a whole;
(xix) having taken (or agreed or proposed to take) any action
which requires, or would require, the consent of the Panel or the approval of
Blancco Shareholders in a general meeting in accordance with, or as
contemplated by, Rule 21.1 of the Takeover Code;
No material adverse change
(g) since 30 June 2022, and except as Disclosed, there
having been:
(i) no adverse change and no circumstance having arisen
which would be expected to result in any adverse change or deterioration in
the business, assets, value, financial or trading position, profits, prospects
or operational performance of any member of the Wider Blancco Group to an
extent which is material to the Wider Blancco Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution
or other legal proceedings including, without limitation, with regard to
intellectual property rights used by the Wider Blancco Group having been
threatened, announced or instituted by or against or remaining outstanding
against any member of the Wider Blancco Group or to which any member of the
Wider Blancco Group is or may become a party (whether as claimant or defendant
or otherwise), which, in any such case or taken together, might reasonably be
expected to have a material adverse effect on the Wider Blancco Group taken as
a whole, and no enquiry, review, investigation or enforcement proceedings by,
or complaint or reference to, any Third Party against or in respect of any
member of the Wider Blancco Group having been threatened, announced or
instituted by or against, or remaining outstanding in respect of, any member
of the Wider Blancco Group which, in any such case or taken together, might
reasonably be expected to have an adverse effect on the Wider Blancco Group
taken as a whole;
(iii) no contingent or other liability having arisen,
increased or become apparent other than in the ordinary course of business
which is reasonably likely to adversely affect the business, assets, financial
or trading position, profits, prospects or operational performance of any
member of the Wider Blancco Group to an extent which, in each case or taken
together, is material to the Wider Blancco Group taken as a whole;
(iv) no steps having been taken and no omissions having been
made which are reasonably likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of the Wider
Blancco Group, which is necessary for the proper carrying on of its business
and the withdrawal, cancellation, termination or modification of which is, in
each case or taken together, likely to have a materially adverse effect on the
Wider Blancco Group taken as a whole; and
(v) no member of the Wider Blancco Group having conducted
its business in breach of any applicable laws and regulations and which is
materially adverse in the context of the Wider Blancco Group as a whole or
materially adverse in the context of the Acquisition;
(h) since 30 June 2022, and except as Disclosed, Bidco not
having discovered:
(i) that any financial, business or other information
concerning the Wider Blancco Group publicly announced or disclosed to any
member of the Wider Bidco Group at any time by or on behalf of any member of
the Wider Blancco Group or to any of their advisers is misleading, contains a
misrepresentation of fact or omits to state a fact necessary to make that
information not misleading and which is, in any case, material in the context
of the Wider Blancco Group taken as a whole;
(ii) that any member of the Wider Blancco Group, is
subject to any liability (contingent or otherwise) which is material in the
context of the Wider Blancco Group taken as a whole; or
(iii) any information which affects the import of any
information disclosed to Bidco at any time by or on behalf of any member of
the Wider Blancco Group which is material in the context of the Wider Blancco
Group;
Intellectual Property
(i) except as Disclosed, no circumstance having arisen
or event having occurred in relation to any intellectual property owned or
used by any member of the Wider Blancco Group which would have, in each case
or taken together, a material adverse effect on the Wider Blancco Group taken
as a whole or is otherwise material in the context of the Acquisition,
including:
(i) any member of the Wider Blancco Group losing its
title to any intellectual property material to its business, or any
intellectual property owned by the Wider Blancco Group and material to its
business being revoked, cancelled or declared invalid;
(ii) any claim being asserted in writing or threatened in
writing by any person challenging the ownership of any member of the Wider
Blancco Group to, or the validity or effectiveness of, any of its intellectual
property; or
(iii) any agreement regarding the use of any intellectual
property licensed to or by any member of the Wider Blancco Group being
terminated or varied;
Anti-corruption, economic sanctions, criminal property and money laundering
(j) except as Disclosed, Bidco not having discovered
that:
(i) any:
(A) past or present member, director, officer or employee of
the Wider Blancco Group is or has at any time engaged in any activity,
practice or conduct (or omitted to take any action) in contravention of the UK
Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as amended or
any other applicable anti-corruption or antibribery law, rule or regulation or
any other applicable law, rule or regulation concerning improper payments or
kickbacks; or
(B) person that performs or has performed services for or on
behalf of he Wider Blancco Group is or has at any time engaged in any
activity, practice or conduct (or omitted to take any action) in contravention
of the UK Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as
amended or any other applicable anti-corruption or antibribery law, rule or
regulation or any other applicable law, rule or regulation concerning improper
payments or kickbacks;
(ii) any asset of any member of the Wider Blancco Group
constitutes criminal property as defined by section340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that definition) or any
member of the Wider Blancco Group is found to have engaged in activities
constituting money laundering under any applicable law, rule, or regulation
concerning money laundering;
(iii) any past or present member, director, officer or
employee of the Wider Blancco Group, is or has engaged in any conduct which
would violate applicable economic sanctions or dealt 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, UK 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, UK or
European Union laws or regulations, including the economic sanctions
administered by the United States Office of Foreign Assets Control, or HM
Revenue & Customs; or
(B) any government, entity or individual targeted by any of
the economic sanctions of the United Nations, the United States, the United
Kingdom, the European Union or any of its member states, save that this shall
not apply if and to the extent that it is or would be unenforceable by reason
of breach of any applicable blocking law;
(iv) any past or present member, director, officer or
employee of the Wider Blancco Group:
(A) has engaged in conduct which would violate any relevant
anti-terrorism laws, rules, or regulations, including the U.S. Anti-Terrorism
Act;
(B) has engaged in conduct which would violate any relevant
anti-boycott law, rule, or regulation or any applicable export controls,
including the Export Administration Regulations administered and enforced by
the U.S. Department of Commerce or the International Traffic in Arms
Regulations administered and enforced by the U.S. Department of State;
(C) has engaged in conduct which would violate any relevant
laws, rules, or regulations concerning human rights, including any law, rule,
or regulation concerning false imprisonment, torture or other cruel and
unusual punishment, or child labour; or
(D) is debarred or otherwise rendered ineligible to bid for
or to perform contracts for or with any government, governmental
instrumentality, or international organization or found to have violated any
applicable law, rule, or regulation concerning government contracting or
public procurement; or
(v) any member of the Wider Blancco Group is or has been
engaged in any transaction which would cause the Wider Bidco Group to be in
breach of any law or regulation upon the Acquisition completing, including the
economic sanctions of the United States Office of Foreign Assets Control, or
HM Revenue & Customs, or any other relevant government entity.
Part B: Waiver and invocation of the Conditions
1. Subject to the requirements of the Panel in
accordance with the Takeover Code, Bidco reserves the right to waive, in whole
or in part, all or any of the Conditions in Part A above, except Condition 1,
which cannot be waived.
2. The Acquisition will be subject, inter alia, to the
Conditions and certain further terms which are set out in this Appendix 1 and
those terms which will be set out in the Offer Document and (in respect of the
Blancco Shares in certificated form) the Form of Acceptance and such further
terms as may be required to comply with the AIM Rules and the provisions of
the Takeover Code.
3. All Conditions must each be fulfilled, determined
by Bidco to be or to remain satisfied or (if capable of waiver) be waived by
Bidco by midnight (London time) on the earlier of the Unconditional Date or
the Long Stop Date (subject to the rules of the Takeover Code and, where
applicable, the consent of the Panel), failing which the Acquisition will
lapse.
4. Save as may otherwise be required by the Panel, the
Acquisition shall not proceed, shall lapse or shall be withdrawn on the Long
Stop Date if:
(a) sufficient acceptances have not been received so as to
enable the Acceptance Condition to be satisfied; or
(b) where sufficient acceptances have been received so as
to enable the Acceptance Condition to be satisfied, if a Condition relating to
an official authorisation or regulatory clearance has not been satisfied or
waived and the Panel consents to the Acquisition not proceeding, lapsing or
being withdrawn.
5. Bidco shall be under no obligation to waive (if
capable of waiver) or treat as satisfied any of the Conditions that it is
entitled (with the consent of the Panel) to invoke, by a date earlier than the
latest date for the fulfilment or waiver of that Condition, notwithstanding
that the other Conditions may at such earlier date have been waived or
fulfilled and that there are at such earlier date no circumstances indicating
that any of such Conditions may not be capable of fulfilment.
6. Under Rule 13.5(a) of the Takeover 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. This will be judged by reference to the facts of each case at
the time that the relevant circumstances arise.
7. Bidco may only invoke a condition that is subject
to Rule 13.5(a) with the consent of the Panel and any condition that is
subject to Rule 13.5(a) may be waived by Bidco.
8. The Acceptance Condition is not subject to Rule
13.5(a) of the Takeover Code.
9. If Bidco is required by the Panel to make an offer
for Blancco Shares under the provisions of Rule 9 of the Takeover Code, Bidco
may make such alterations to any of the above Conditions as are necessary to
comply with the provisions of that Rule.
10. The Offer will extend to all Blancco Shares which are in
issue as at the date of this announcement and any Blancco Shares which may be
unconditionally allotted and/or issued and fully paid (or credited as fully
paid) before the Offer closes (other than any Blancco Shares already held by
Bidco).
Part C: Implementation by way of Scheme
1. Bidco reserves the right, with the consent of the
Panel, to elect to implement the Acquisition by way of a Scheme.
2. If the Acquisition is implemented by way of a
Scheme, the Scheme will be implemented, so far as applicable, on the same
terms, subject to appropriate amendments to reflect the change in method of
effecting the Acquisition, including (without limitation and subject to the
consent of the Panel):
(a) its approval by a majority in number representing not
less than 75% in value of the Blancco Shareholders (or the relevant class or
classes thereof, if applicable) present and voting, either in person or by
proxy, at the Court Meeting and at any separate class meeting which may be
required by the Court or at any adjournment of any such meeting;
(b) all resolutions necessary to approve and implement the
Scheme being duly passed by the requisite majority or majorities at a Blancco
General Meeting or at any adjournment of that meeting; and
(c) the sanction of the Scheme by the Court with or
without modification (but subject to any such modification being on terms
acceptable to Bidco and Blancco) and the delivery of a copy of the Scheme
Court Order to the Registrar of Companies.
3. In addition, if the Acquisition is implemented by
way of a Scheme, the Scheme will be conditional upon the Conditions (other
than the Acceptance Condition) and, accordingly, the necessary actions to make
the Scheme effective will not be taken unless the Conditions (other than the
Acceptance Condition) have either been waived (if permitted) or fulfilled.
Part D: Certain further terms
1. The Offer will be governed by English law and be
subject to the jurisdiction of the English courts and to the Conditions and
further terms set out above and to be set out in full in the Offer Document.
The Offer will be subject to the applicable requirements of the Takeover Code,
the Panel, the London Stock Exchange, the AIM Rules, the FCA and the Registrar
of Companies.
2. Each of the Conditions shall be regarded as a
separate Condition and shall not be limited by reference to any other
Condition.
3. The Blancco Shares will be acquired by Bidco
pursuant to the Offer with full title guarantee fully paid and free from all
liens, charges, equities, encumbrances, rights of pre-emption and any other
interests of any nature whatsoever and together with all rights now or
hereafter attaching thereto, including without limitation voting rights and
the right to receive and retain in full all dividends and other distributions
(if any) announced, declared, made or paid or any other return of value
following the Offer becoming or being declared unconditional.
4. If, on or after the date of this announcement, any
dividend and/or other distribution and/or return of capital is declared, made
or paid or becomes payable in respect of the Blancco Shares, Bidco reserves
the right (without prejudice to any right of Bidco to invoke Condition (g)(ii)
in Part A of this Appendix 1) to reduce the Cash Consideration payable under
the terms of the Acquisition for the Blancco Shares by an amount up to the
amount of such dividend and/or other distribution and/or return of capital, in
which case any reference in this announcement or in the Offer Document to the
Cash Consideration payable under the terms of the Acquisition will be deemed
to be a reference to the Cash Consideration as so reduced. In such
circumstances, the relevant Blancco Shareholders will be entitled to receive
and retain such dividend and/or other distribution and/or return of capital.
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 Acquisition.
5. The availability of the Offer to persons not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdiction. Any persons who are subject to the laws of any jurisdiction
other than the United Kingdom should inform themselves about and observe any
applicable requirements. Further information in relation to Overseas
Shareholders will be contained in the Offer Document.
6. The Offer is not being made, directly or
indirectly, in, into or from, or by use of the mails of, or by any means of
instrumentality (including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities exchange of,
any jurisdiction where to do so would violate the laws of that jurisdiction.
Appendix 2
SOURCES AND BASES OF INFORMATION
Unless otherwise stated in this announcement:
1. as at the Latest Practicable Date, there were
75,709,857 Blancco Shares;
2. the value of Blancco's entire issued and to be
issued share capital has been calculated on the basis of 78,495,332 Blancco
Shares, comprising:
(i) 75,709,857 Blancco Shares at the Latest Practicable Date; plus
(ii) 2,673,808 Blancco Shares to be issued on or after the date of this
Announcement on the exercise of Blancco LTIP awards; plus
(iii) 181,834 Blancco Shares to be issued on or after the date of this
Announcement on the exercise of Blancco SAYE Options (being the Blancco SAYE
Options which have an exercise price per Blancco Share which is less than the
Cash Consideration); less
(iv) 70,167 Blancco Shares held by the EBT,
and assuming for these purposes that no Blancco Shares will be issued on or
after the date of this Announcement on the exercise of any Blancco LTIP awards
and/or Blancco SAYE Options save as set out above;
3. the value of the Offer, based on the Cash
Consideration, of approximately £175 million is calculated on the basis of
the issued and to be issued share capital of Blancco (as set out above);
4. unless otherwise stated, all prices for Blancco
Shares for a particular date have been derived from the AIM appendix to the
Daily Official List and represent Closing Prices on the relevant date(s);
5. the volume weighted average share prices have been
derived from data provided by Bloomberg for the relevant time periods;
6. unless otherwise stated, the information relating
to Blancco is extracted from:
the 2021 Blancco Annual Report;
the 2022 Blancco Annual Report; and
the 2022 Blancco Interim Report; and
7. certain figures included in this Announcement have
been subject to rounding adjustments.
Appendix 3
DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTER OF INTENT
1. Blancco Directors' irrevocable undertakings
The following Blancco Directors have given irrevocable undertakings to accept
or procure the acceptance of the Offer in respect of their own beneficial
holdings of Blancco Shares:
Name Total Number of Blancco Shares Percentage of existing issued share capital of Blancco
Matthew Jones 469,588 0.62
Adam Moloney 216,105 0.29
Robert Woodward 42,134 0.06
Frank Blin 37,893 0.05
Thomas Skelton 35,000 0.05
Total: 800,720 1.06
These irrevocable undertakings extend to any Blancco Shares acquired by the
Blancco Directors as a result of the vesting of awards or the exercise of
options under the Blancco Share Plans.
The obligations of the Blancco Directors under these irrevocable undertakings
shall lapse and cease to have effect on and from the following occurrences:
· this announcement is not released by 5.00 p.m. on 3 August 2023, or
such later date as Bidco and the Blancco may agree;
· the Offer is declared unconditional in accordance with the
requirements of the Takeover Code, or a Scheme (if applicable) becomes
effective in accordance with its terms;
· Bidco announces, with the consent of the Panel, that it does not
intend to proceed with the Acquisition and no new, revised or replacement
offer or scheme is announced in accordance with Rule 2.7 of the Takeover Code,
either at the same time or within two Business Days of such announcement;
· the Offer lapses or is withdrawn unless Bidco, announces, within five
Business Days of such lapse or withdrawal and with the consent of the Panel, a
firm intention to switch to a Scheme (or vice versa, if Bidco elects to
implement the Acquisition by way of a Scheme);
· the Offer does not become unconditional in accordance with the
requirements of the Takeover Code by the Long Stop Date, or, if Bidco elects
to implement the Acquisition by way of a Scheme, the Scheme does not become
effective by the Long Stop Date; or
· any competing offer is made for Blancco and such competing offer is
declared unconditional in accordance with the requirements of the Takeover
Code (if implemented by way of a takeover offer) or otherwise becomes
effective (if implemented by way of a scheme of arrangement).
2. Blancco Shareholders'
Irrevocable undertakings
The following Blancco Shareholders have given irrevocable undertakings to
accept or procure the acceptance of the Offer in respect of their own
beneficial holdings of Blancco Shares:
Name Total Number of Blancco Shares Percentage of existing issued share capital of Blancco
Soros Fund Management 16,542,669 21.85
Inclusive Capital Partners L.P. 9,042,787 11.94
Total: 25,585,456 33.79
The obligations of the Blancco Shareholders' under these irrevocable
undertakings shall lapse and cease to have effect on and from the following
occurrences:
· this Announcement is not released by 5.00 p.m. on 2 August 2023, or
such later date as Bidco and the Blancco may agree;
· the Offer is declared unconditional in accordance with the
requirements of the Takeover Code, or a Scheme (if applicable) becomes
effective in accordance with its terms;
· Bidco announces, with the consent of the Panel, that it does not
intend to proceed with the Acquisition and no new, revised or replacement
offer or scheme is announced in accordance with Rule 2.7 of the Takeover Code,
either at the same time or within 10 Business Days of such announcement;
· the Offer lapses or is withdrawn unless Bidco, announces, within 10
Business Days of such lapse or withdrawal and with the consent of the Panel, a
firm intention to switch to a Scheme (or vice versa, if Bidco elects to
implement the Acquisition by way of a Scheme); or
· the Offer does not become unconditional in accordance with the
requirements of the Takeover Code by the Long Stop Date, or, if Bidco elects
to implement the Acquisition by way of a Scheme, the Scheme does not become
effective by the Long Stop Date.
These undertaking will remain binding in the event of a competing offer being
made unless the value of such competing offer, in the reasonable opinion of
Blancco's financial advisers, implies a value of at least 10 per cent. more
than the value for each Blancco Share offered by Bidco as set out in this
Announcement and Bidco has not announced a firm intention to make a revised
offer for all of the Blancco Shares for an equivalent or improved
consideration to that available under the competing offer within 10 business
days of the date of this competing offer announcement.
Letter of intent
Bidco has also received a non-binding letter of intent from Canaccord Genuity
Asset Management for and on behalf IFSL Marlborough UK Micro-Cap Growth Fund
and IFSL Marlborough Special Situations Fund to vote in favour of and approve
the Offer. As at the Latest Practicable Date, this letter of intent
represented 8,875,000 Blancco Shares representing approximately 11.72 per
cent. of the ordinary share capital of Blancco in issue.
Appendix 4
SUMMARY OF PROPOSALS RELATING TO THE Blancco SHARE OPTIONS
Participants in the Blancco Share Plans will be contacted regarding the effect
of the Acquisition on their rights under the Blancco Share Plans and, where
required, appropriate proposals will be made to such participants in due
course. Details of the proposals will be set out in the Offer Document (or, as
the case may be, the Scheme Document) and in separate letters to be sent to
participants of the Blancco Share Plans, as required by Rule 15 of the
Takeover Code.
However, in summary, the Blancco Remuneration Committee and Bidco have agreed
as follows:
Blancco LTIP
Outstanding Blancco LTIP awards will be performance tested shortly before the
Offer is declared unconditional in all respects ("Declaration Date"). It is
anticipated that, following such performance testing, all performance
conditions will be deemed to have been met in relation to all of the Blancco
LTIP awards.
Each of the Blancco LTIP awards granted in 2020 will vest in full on the
earlier of (i) the original release date (in or around October 2023) in
accordance with the terms of the Blancco LTIP, and (ii) the Declaration Date.
The Blancco LTIP awards granted in 2021 and 2022 will be subject to time
pro-rating as per the terms of the Blancco LTIP, and such pro-rated Blancco
LTIP awards will vest accordingly on the Declaration Date. To the extent
that a Blancco LTIP award granted in 2021 and 2022 does not vest in full on
the Declaration Date due to the application of time pro-rating, the unvested
portion of such Blancco LTIP award (the "Unvested Award") will be converted
into a cash equivalent retention award (the "LTIP Retention Award"). The
amount of each LTIP Retention Award shall be calculated by multiplying the
number of Blancco Shares which are the subject of any Unvested Award by 223
pence (the "Offer Price"). No performance conditions will apply to the LTIP
Retention Awards.
Each LTIP Retention Award shall be paid in cash by Bidco (or another member of
Bidco's Group) to an applicable holder on:
(i) in the case of an LTIP Executive, the earlier of (A) the original vesting
date applicable to the Blancco LTIP award in relation to which the LTIP
Retention Award is granted (the "LTIP Retention Award Vesting Date"); and (B)
30 days following the date on which such LTIP Executive becomes a Good Leaver;
or
(ii) the LTIP Retention Award Vesting Date, in the case of each other holder
of an LTIP Retention Award (an "Other Holder") who is employed or engaged by
the Blancco Group on such date. For the avoidance of doubt, if an Other Holder
ceases to devote substantially all of their professional time to providing
services to the Blancco Group on or before the LTIP Retention Award Vesting
Date, their entitlement to the LTIP Retention Award shall lapse on their
applicable cessation date.
For these purposes, an LTIP Executive will be a "Good Leaver" if such LTIP
Executive ceases to devote substantially all their professional time to
providing services to the Blancco Group other than as a result of such LTIP
Executive:
(i) resigning; or
(ii) being dismissed for gross misconduct, or, if such LTIP Executive is a
contractor, if their contract for services is terminated for failure to
provide adequate services.
In addition, Bidco may (with the consent of Francisco Partners) reclassify an
LTIP Executive as a Good Leaver in circumstances where they would otherwise
not be a Good Leaver.
Blancco SAYE
Each award holder's option ("Blancco SAYE Option") under the Blancco SAYE
shall become exercisable on the Declaration Date. Holders of the Blancco
SAYE Options shall only be entitled to exercise their Blancco SAYE Options to
the extent of their accrued savings and interest (if any) under the linked
savings arrangements as at the Declaration Date. Any Blancco SAYE Options
that are not so exercised, together with the balance of any Blancco SAYE
Options that are not capable of exercise, shall lapse in accordance with the
terms of the Blancco SAYE ("Lapsed Awards").
Bidco has agreed to pay each holder of a Blancco SAYE Option a cash payment to
compensate such holder for the gain they would have realised had their Lapsed
Awards been exercised in accordance with the terms of the Blancco SAYE ("SAYE
Cash Payment"). The SAYE Cash Payment will be calculated as follows:
(A-B) x (C-D), where:
· A is the maximum number of Blancco Shares that a holder of a Blancco
SAYE Option would have acquired if their Blancco SAYE Option had been
exercised in full in accordance with the terms of the Blancco SAYE;
· B is the actual number of Blancco Shares that a holder of a Blancco
SAYE Option acquired by exercise of their vested Blancco SAYE Option on the
Declaration Date;
· C is the Offer Price; and
· D is the relevant exercise price in respect of the relevant Blancco
SAYE Option.
To the extent that a holder of a Blancco SAYE Option would have been subject
to UK capital gains tax treatment in respect of the exercise of the Lapsed
Options and a subsequent sale of the corresponding Blancco Shares, a gross-up
payment will be made to compensate such holder for the applicable income tax
and employee national insurance contributions payable in connection with the
SAYE Cash Payment. The gross-up shall be calculated assuming a differential
tax rate for UK based holders of Blancco SAYE Options (calculated by reference
to the applicable UK capital gains tax rate and the average marginal income
tax rate for a UK based holder of Blancco SAYE Options).
For the avoidance of doubt, holders of Blancco SAYE Options with a strike
price that is more than an amount equal to the Offer Price shall not receive a
SAYE Cash Payment.
As required by, and solely for the purposes of, Rule 16.2 of the Code,
Rothschild & Co, in its capacity as independent financial adviser to the
Blancco Directors for the purposes of Rule 3 of the Takeover Code, considers
the proposals set out in this Appendix to be fair and reasonable and in the
best interests of the Blancco Shareholders taken as a whole. In providing its
advice, Rothschild & Co has taken into account the commercial assessments
of the Blancco Directors.
Appendix 5
DEFINITIONS
The following definitions apply throughout this announcement unless the
context otherwise requires:
"2021 Blancco Annual Report" the annual report and audited accounts for Blancco for the year ended 30 June
2021
"2022 Blancco Annual Report" the annual report and audited accounts for Blancco for the year ended 30 June
2022
"2022 Blancco Interim Report" the unaudited half-year report for Blancco for the six months ended 31
December 2022
"Acceleration Statement" a statement in which Bidco, in accordance with Rule 31.5 of the Takeover Code,
brings forward the latest date by which all of the Conditions to the Offer
must be satisfied or waived
"AIM" AIM, a market operated by the London Stock Exchange
"AIM Rules" the rules of AIM as set out in the "AIM Rules for Companies" issued by the
London Stock Exchange from time to time relating to AIM traded securities and
the operation of AIM
"Acceptance Condition" the condition set out in paragraph 1 of Part A of Appendix 1 to this
announcement
"Acquisition" the proposed acquisition by Bidco of the entire issued and to be issued share
capital of Blancco not already held by Bidco, to be implemented by means of
the Offer or, should Bidco so elect (with the consent of the Panel), by means
of a Scheme
"Authorisation(s)" authorisations, orders, grants, recognitions, confirmations, consents,
licences, clearances, certificates, permissions or approvals
"Bidco" White Bidco Limited, a private limited company incorporated under the laws of
England and Wales
"Blancco" Blancco Technology Group PLC
"Blancco Directors" or "Blancco Board" the directors of Blancco
"Blancco Group" Blancco and its subsidiary undertakings and where the context permits, each of
them
"Blancco LTIP" the Blancco 2018 Performance Share Plan, adopted by the Blancco Board on 14
March 2018, as amended on 23 September 2021
"Blancco SAYE" the Blancco SAYE plan, adopted by the Blancco Board on 15 December 2020
"Blancco Share Plans" the Blancco LTIP and the Blancco SAYE
"Blancco Share(s)" the unconditionally allotted or issued and fully paid (or credited as fully
paid) ordinary shares of £0.02 each in the capital of Blancco
"Blancco Shareholder(s)" holders of Blancco Shares from time to time
"Buchanan" Buchanan Communications Limited
"Business Day" a day, not being a public holiday, Saturday or Sunday, on which clearing banks
in London are open for normal business
"Canaccord Genuity" Canaccord Genuity Limited, financial advisor to Francisco Partners and Bidco
"Cash Consideration" 223 pence per Blancco Share
"Closing Price" the closing middle market price of a Blancco Share on a particular trading day
as derived from the AIM appendix to the Daily Official List
"Companies Act" the Companies Act 2006, as amended from time to time
"Conditions" the conditions to the implementation of the Acquisition which are set out in
Part A of Appendix 1 to this announcement and to be set out in the Offer
Document
"Confidentiality Agreement" the confidentiality agreement dated 30 May 2023 entered into between Francisco
Partners and Blancco in relation to the Acquisition
"Court" the High Court of Justice in England and Wales
"Court Meeting" should the Acquisition be implemented by way of a Scheme, the meeting(s) of
the Blancco 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, postponement or reconvention thereof
"Daily Official List" the Daily Official List published by the London Stock Exchange
"Day 60" the 60th day following the publication of the Offer Document or such other
date as may otherwise be set as being such day of the timetable of the
Acquisition in accordance with the Takeover Code
"Dealing Disclosure" as defined in the Takeover Code
"Disclosed" the information fairly disclosed by Blancco: (i) in the annual report and
accounts of the Blancco Group for the financial year ended 30 June 2022 or the
half year ended 31 December 2022; (ii) in this Announcement; (iii) in any
other public announcement made by Blancco via a Regulatory Information Service
prior to the date of this Announcement; (iv) in writing prior to the date of
this announcement to Bidco, including in the virtual data room operated by or
on behalf of Blancco relating to the acquisition contemplated hereby
"EBT" the Blancco Employee Benefit Trust, established on 21 June 2007
"FCA" Financial Conduct Authority acting in its capacity as the competent authority
for the purposes of Part VI of FSMA
"Francisco Partners" Francisco Partners Management, L.P.
"Francisco Partners Funds" Francisco Partners Agility II, L.P. and its affiliated funds
"Form of Acceptance" the form of acceptance and authority relating to the Offer to be dispatched to
Blancco Shareholders with the Offer Document
"FSMA" the Financial Services and Markets Act 2000 (as amended from time to time)
"FY23" the year ending 30 June 2023
"Interim Facilities Agreement" the interim facilities agreement dated on or about the date hereof between
(amongst others) Bidco and the Original Interim Lenders (as defined therein)
"IFRS" international accounting standards and international financial reporting
standards and interpretations thereof, approved or published by the
International Accounting Standards Board and adopted by the United Kingdom
"ITAD" Information technology asset disposal
"Latest Practicable Date" 1 August 2023, being the last Business Day before the date of this
announcement
"Lenders" the Original Interim Lenders (as such term is defined in the Interim
Facilities Agreement)
"London Stock Exchange" the London Stock Exchange plc or its successor
"Long Stop Date" 2 February 2024 (or such later date as may be agreed between Bidco and Blancco
and, if required, the Panel may allow)
"LTIP Executives" each of Matthew Jones, Adam Moloney, Jon Mellon, Russ Ernst and Sarah Smith
"Market Abuse Regulation" Regulation (EU) No.596/2014 of the European Parliament and of the Council of
16 April 2014 on market abuse, as applicable in the UK by virtue of section 3
of the European Union (Withdrawal) Act 2018, as amended from time to time
(including by the Market Abuse (Amendment) (EU Exit) Regulations 2019 (SI
2019/310))
"Offer" the recommended cash offer by Bidco of the entire issued and to be issued
share capital of Blancco, other than any Blancco Shares already held by Bidco
by means of a takeover as defined in Chapter 3 of Part 28 of the Companies Act
on the terms to be set out in the Offer Document and (in respect of Blancco
Shares in certificated form) the Form of Acceptance and including, where the
context permits, any subsequent revision, variation, extension or renewal of
such offer
"Offer Document" the document to be sent to Blancco Shareholders and persons with information
rights containing terms and conditions of the Offer constituting the full
terms and conditions of the Offer
"Opening Position Disclosure" as defined in the Takeover Code
"Overseas Shareholders" holders of Blancco Shares who are resident in, ordinarily resident in, or
citizens of, jurisdictions outside the United Kingdom
"Panel" the Panel on Takeovers and Mergers
"Registrar of Companies" the Registrar of Companies in England and Wales
"Regulatory Information Service" a regulatory information service as defined in the FCA's Handbook of rules and
guidance as amended from time to time
"Restricted Jurisdiction" any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure if information concerning the
Offer is sent or made available to Blancco Shareholders in that jurisdiction
"Rothschild & Co" N. M. Rothschild & Sons Limited, lead financial adviser and Rule 3 adviser
to Blancco
"Scheme" subject to the consent of the Panel, should the Offer be implemented by way of
a scheme of arrangement under Part 26 of the Companies Act, the scheme of
arrangement between Blancco and the holders of the Blancco Shares, with or
subject to any modification, addition or condition approved or imposed by the
Court and agreed by Blancco and Bidco
"Scheme Court Order" should the Acquisition be implemented by way of a Scheme, the order of the
Court sanctioning the Scheme under section 899 of the Companies Act
"Stifel" Stifel Nicolaus Europe Limited (joint financial adviser, nominated adviser and
corporate broker to Blancco)
"Takeover Code" the City Code on Takeovers and Mergers issued by the Panel, as amended from
time to time
"UK" or "United Kingdom" United Kingdom of Great Britain and Northern Ireland
"Unconditional Date" Day 60 or such earlier date as may be specified by Bidco in the Offer Document
or any Acceleration Statement unless, where permitted, it has set aside that
statement
"US" or "United States" the United States of America, its territories and possessions, any state of
the United States of America, the District of Columbia and all other areas
subject to its jurisdiction and any political subdivision thereof
"Wider Bidco Group" Bidco, any funds advised and/or managed by Francisco Partners or its
associated undertakings and their respective associated undertakings and any
other body corporate, partnership, joint venture or person in which Bidco and
all such undertakings (aggregating their interests) have an interest of more
than 20 per cent. of the voting or equity capital or the equivalent
"Wider Blancco Group" Blancco and associated undertakings and any other body corporate, partnership,
joint venture or person in which Blancco and such undertakings (aggregating
their interests) have an interest of more than 20 per cent. of the voting or
equity capital or the equivalent
In this announcement:
References to "subsidiary", "subsidiary undertaking", "undertaking" and
"associated undertaking" have the respective meanings given thereto by the
Companies Act.
All times referred to are London time unless otherwise stated.
All references to "pounds", "£", "pence", "penny" and "p" are to the lawful
currency of the United Kingdom.
All references to "US$", "$" and "US Dollars" are to the lawful currency of
the United States.
References to the singular include the plural and vice versa.
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