Publication and Posting of Offer Document
08/08/2023 16:59
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RNS Number : 6997I Francisco Partners II L.P. 08 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.
FOR IMMEDIATE RELEASE
8 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
PUBLICATION AND POSTING OF OFFER DOCUMENT
On 2 August 2023, the boards of Bidco and Blancco announced that they had
agreed the terms of a recommended all cash offer of 223 pence per Blancco
Share to be made by Bidco for the entire issued and to be issued share capital
of Blancco, other than the Blancco Shares already held by Bidco (the "Offer")
(the "Announcement").
As stated in the Announcement, it is intended that the Offer will be
implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of
the Companies Act 2006.
Bidco and Blancco are now pleased to announce that the offer document
containing, amongst other things, the full terms and conditions of the Offer
and the procedures for acceptance (the "Offer Document"), together with the
related Form of Acceptance, is being published and posted today to Blancco
Shareholders and, for information purposes, to participants in the Blancco
Share Plans and persons with information rights.
In accordance with Rule 24.1(a) of the Takeover Code, the Blancco Directors
have given their consent to the publication of the Offer Document within 14
days of the 2.7 Announcement.
Capitalised words and phrases used in this announcement shall, unless
otherwise defined, have the meanings as set out in the Offer Document. All
references to times in this announcement are to London times, unless otherwise
stated.
Information for Blancco Shareholders
The Offer will remain open for acceptance until 1.00 p.m. on 7 October 2023,
being the Unconditional Date. The Unconditional Date may be brought forward
or extended in accordance with the Takeover Code as further described in
paragraph 1 of Part 1 of the Offer Document and paragraph 1 of part C of
Appendix I to the Offer Document.
The procedure for acceptance of the Offer is set out in (i) paragraph 15 of
Part 1 of the Offer Document, (ii) Part D and Part E of Appendix 1 to the
Offer Document and (iii) in respect of Blancco Shares in certificated form,
in the Form of Acceptance.
To accept the Offer in respect of Blancco Shares in certificated form (that
is, not in CREST), you must complete and return the accompanying Form of
Acceptance as soon as possible and, in any event, so as to be received by the
Receiving Agent by no later than 1.00 p.m. on 7 October 2023.
Acceptances in respect of Blancco Shares in uncertificated form (that is, in
CREST) should be made electronically through CREST so that the TTE instruction
settles no later than 1.00 p.m. on 7 October 2023. If you are a CREST
sponsored member, you should refer to your CREST sponsor as only your CREST
sponsor will be able to send the necessary TTE instruction to Euroclear.
The Offer Document will be made available free of charge, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
Bidco's website at http://www.whitebidco.com/ (http://www.whitebidco.com/) and
on 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 12.00 p.m. on the Business Day
following the publication of this announcement.
If you have any questions about the Offer Document or are in any doubt as to
how to complete the Form of Acceptance (if you hold Blancco Shares in
certificated form), please call the Receiving Agent, Computershare Investor
Services PLC at Corporate Actions Projects, Bristol, BS99 6AH, United Kingdom,
on 0370 889 4099 (or on +44 370 889 4099 if calling from outside the UK).
Calls are charged at the standard geographic rate and will vary by provider.
Calls outside the United Kingdom will be charged at the applicable
international rate. The helpline is open between 8.30 a.m. ‑ 5.30 p.m.,
Monday to Friday excluding public holidays in England and Wales. Please note
that Computershare Investor Services PLC cannot provide any financial, legal
or tax advice and calls may be recorded and monitored for security and
training purposes.
Further details of the expected timetable and details of how to accept the
Offer are set out in the Offer Document.
Enquiries:
Powerscourt (PR adviser to Francisco Partners) Tel: +44 (0) 20 7250 1446
Elly Williamson Email:franciscopartners@powerscourt-group.com
Nick Dibden
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
Further information
Canaccord Genuity, which is authorised and regulated in the United Kingdom by
the FCA, is acting as financial adviser to Francisco Partners and Bidco and
no one else in connection with the matters described in this announcement and
will not be responsible to anyone other than Francisco Partners and Bidco 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 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 Canaccord Genuity in connection with this
announcement or any matter referred to herein or otherwise.
Rothschild & Co, which is authorised and regulated in the United Kingdom
by the FCA is acting as Rule 3 adviser and lead financial adviser exclusively
for Blancco and no one else in connection with the Offer and the matters set
out in this announcement and will not regard any other person as its client in
relation to the Offer and the matters 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 any matter referred to herein. Neither Rothschild & Co, nor
any of its affiliates, directors, officers, employees, advisers 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 herein or otherwise.
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 Offer
and 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 Offer 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 the Offer, any
statement contained in this announcement 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 is made solely by the Offer Document,
which (together with the Form of Acceptance in relation to Blancco Shares held
in certificated form) contains 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 may not be made directly
or indirectly, in or into, or by use of mails or any means of instrumentality
(including but not limited to, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce of, or of
any facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities. 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 is being 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 Exchange Act and
otherwise in accordance with the requirements of the Takeover Code.
Accordingly, the Offer is 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 is
being 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 the London Stock Exchange 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 statements and financial information included in or
incorporated by reference into this announcement have been prepared in
accordance with accounting standards applicable in the United Kingdom and thus
may not be comparable to financial statements and 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 under for US
federal income tax purposes and applicable US state and local, as well as
overseas and other, tax laws.
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 p.m. (London time) on the 10th Business Day
following the commencement of the offer period and, if appropriate, by no
later than 3.30 p.m. (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 p.m. (London time) on the Business Day following
the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
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
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
A copy of this announcement and other documents in connection with the Offer
will, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, be made available 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 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, Corporate Actions Projects,
Bristol, BS99 6AH, United Kingdom during business hours between 8.30 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.
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.
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.
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