REG - Francisco Ptnrs II Blancco Tech Grp PLC - Acceptance Level Update

Blancco TechnologyAnnouncement

18/10/2023 15:00

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RNS Number : 5696Q  Francisco Partners II L.P.  18 October 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 THAT JURISDICTION

 

THE OFFER IS BEING 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

 

18 October 2023

 

RECOMMENDED CASH OFFER

 

for

 

BLANCCO TECHNOLOGY GROUP PLC

 

by

 

WHITE BIDCO LIMITED

 

an entity indirectly owned by the Francisco Partners Funds

 

 

MARKET PURCHASE BY BIDCO

 

ACCEPTANCE LEVEL UPDATE

 

 

·    The Francisco Partners Funds as nominees for Bidco have agreed to
acquire a further 650,000 Blanco Shares representing approximately 0.85 per
cent. of Blancco's existing issued share capital, which have not yet
settled.  The contracted settlement date for the acquired shares is 19
October 2023

·     Accordingly, as at the date of this announcement, Bidco and its
nominees have received valid acceptances of the Offer and acquired or agreed
to acquire a total of 62,397,366 Blancco Shares, representing in aggregate
approximately 82.41 per cent. of Blancco's existing issued share capital

·      Bidco intends to procure that Blancco make an application to the
London Stock Exchange for the cancellation of the admission to trading of
Blancco Shares on AIM (the "Cancellation").  The cancellation of trading
in Blancco Shares on AIM will significantly reduce the liquidity and
marketability of any Blancco Share

·      Blancco Shareholders who have not yet accepted the Offer are
urged to do so as soon as possible

 

 

1.  Introduction

 

On 2 August 2023, White Bidco Limited ("Bidco") and Blancco Technology Group
plc ("Blancco") announced that they had reached agreement on the terms of a
recommended all-cash offer for the entire issued and to be issued ordinary
share capital of Blancco at a price of 223 pence per share (the "Offer") to be
implemented by way of a takeover offer within the meaning of Part 28 of the
Companies Act. The offer document setting out the full terms of, and
Conditions to, the Offer (the "Offer Document") was published and sent to
Blancco Shareholders on 8 August 2023.

 

On 6 October 2023, the board of Bidco announced that in accordance with Rule
31.3(b) of the Takeover Code, "Day 60" of the Offer timetable (the latest day
by which an offer must become or be declared unconditional as to acceptances)
has been extended with the consent of the Panel and the board of Blancco until
1:00 p.m. (London time) on 18 October 2023. The Offer has also been extended
accordingly and remains subject to the terms and conditions set out in the
Offer Document (the "Extension Announcement").

 

On 10 October 2023, the board of Bidco announced that it considers the
financial terms of the Offer to be full and fair and that the recommended
offer of 223 pence per Blancco share is therefore final and will not be
increased.  Bidco reserved the right to revise the financial terms of the
Offer in the event: (i) a third party, other than Bidco announces a firm
intention to make an offer for Blancco on more favourable terms than Bidco's
Offer; or (ii) the Panel otherwise provides its consent. Under Rule 35.1 of
the Takeover Code, if the Offer lapses, except with the consent of the Panel,
Bidco will not be able to make an offer for Blancco for at least 12 months.

 

On 12 October 2023, the board of Bidco announced that, in accordance with
paragraph 1 of Part A of Appendix I in the Offer Document, it is waiving down
the percentage of Blancco Shares required to satisfy the Acceptance Condition
from Blancco Shares carrying not less than 90 per cent. of the voting rights
then normally exercisable at a general meeting of Blancco, to Blancco Shares
carrying not less than 75 per cent. of the voting rights then normally
exercisable at a general meeting of Blancco (the "Amended Acceptance
Condition").

 

On 16 October 2023, the board of Bidco announced that, in accordance with
paragraph 1 of Part A of Appendix I in the Offer Document, it is waiving down
the percentage of Blancco Shares required to satisfy the Acceptance Condition
from Blancco Shares carrying not less than 75 per cent. of the voting rights
then normally exercisable at a general meeting of Blancco, to Blancco Shares
carrying not less than 65.71 per cent. of the voting rights then normally
exercisable at a general meeting of Blancco (the "New Amended Acceptance
Condition"). As Bidco had received valid acceptances of the Offer in respect
of a total of 49,753,265 Blancco Shares (representing approximately 65.71 per
cent. of Blancco's existing issued share capital) as at 5.00 p.m. (London
time) on 13 October 2023, Bidco confirmed that the New Amended Acceptance
Condition had been satisfied.

 

2.   Dealing disclosure

 

On 17 October 2023, the Francisco Partners Funds as nominees of Bidco acquired
the following interests in Blancco Shares.

 

 Class of relevant security  Number of securities  Price per unit  Date dealing undertaken  Contracted settlement date
 2p Ordinary                 650,000               223.00p         17-Oct-2023              19-Oct-2023

 

 

Accordingly as at the date of this announcement Bidco and its nominees:

 

a)   hold a total of 7,059,169 Blancco Shares, representing approximately
9.32 per cent. of Blancco's existing issued share capital; and

 

b)   are expected to hold a total of 7,731,099 Blancco Shares, representing
approximately 10.21 per cent. of Blancco's existing issued share capital, when
the acquisition of the outstanding 21,930 Blancco Shares contracted to be
acquired on 13 October 2023 and the 650,000 Blancco Shares contracted to be
acquired on 17 October 2023 are settled. As they have not yet settled, they
are excluded from the acceptance level update in section 3 below.

 

3.   Acceptance level update

 

As at the date of this announcement, Bidco and its nominees hold 7,059,169
Blancco Shares, representing approximately 9.32 per cent. of Blancco's
existing issued share capital.

 

In accordance with Rule 17 of the Takeover Code, Bidco is pleased to announce
that, as at 5.00 p.m. (London time) on 17 October 2023, valid acceptances of
the Offer ("Valid Acceptances") had been received in respect of a total of
54,666,267 Blancco Shares, representing approximately 72.20 per cent. of
Blancco's existing issued share capital.

 

So far as Bidco is aware, included within the above are Valid Acceptances in
respect of 26,386,176 Blancco Shares (representing approximately 34.85 per
cent. of Blancco's existing issued share capital) which were the subject of
irrevocable undertakings in favour of Bidco to accept the Offer, as procured
by Soros Fund Management, Inclusive Capital Partners L.P. and Blancco
Directors.

 

In addition, so far as Bidco is aware, included within the above are Valid
Acceptances in respect of 8,875,000 Blancco Shares (representing approximately
11.72 per cent. of Blancco's existing issued share capital) which were the
subject of a non-binding letter of intent as procured by Canaccord Genuity
Asset Management Ltd.

 

Accordingly, Bidco and its nominees either hold or have received valid
acceptances in relation to 61,725,436 Blancco Shares (representing 81.52 per
cent. of the existing issued share capital of Blancco).

 

In addition, as set out above, Bidco and its nominees are expected to hold a
further 671,930 Blancco Shares, representing approximately 0.88 per cent. of
Blancco's existing issued share capital, when the acquisition of the
outstanding 21,930 Blancco Shares contracted to be acquired on 13 October 2023
and the 650,000 Blancco Shares contracted to be acquired on 17 October 2023
are settled.

 

In aggregate, Bidco and its nominees have received valid acceptances of the
Offer, and hold or have agreed to acquire 62,397,366 Blancco Shares,
representing in aggregate approximately 82.41 per cent. of Blancco's existing
issued share capital.  The contracted settlement date for the 650,000 Blancco
Shares acquired on 17 October 2023 is 19 October 2023.

 

The percentages of Blancco Shares referred to in this announcement are based
on figures of 75,709,857 Blancco Shares in issue as at 5.00 p.m. (London time)
on 17 October 2023.

 

4.   Interests in securities

 

So far as Bidco is aware, none of the above-mentioned Valid Acceptances have
been received from persons acting in concert with Bidco.

 

As at the date of this announcement, Bidco and its nominees hold a total of
61,725,436 Blancco Shares.

 

Save as disclosed in this announcement, as at the close of business on 17
October 2023 (being the last Business Day prior to the date of this
announcement), neither Bidco nor any Bidco Director nor so far as the Bidco
Directors are aware of any other person acting, or deemed to be acting, in
concert with Bidco:

 

a)   had an interest in, or right to subscribe for, relevant securities of
Blancco;

b)   had any short position in (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 of, relevant securities of Blancco;

c)   had procured an irrevocable commitment or letter of intent to accept
the Offer in respect of relevant securities of Blancco; or

d)   had borrowed or lent any Blancco Shares.

 

Furthermore, neither Bidco nor any Bidco Director nor so far as the Bidco
Directors are aware any other person acting, or deemed to be acting, in
concert with Bidco is party to any arrangement in relation to relevant
securities of Blancco. For these purposes, an "arrangement" includes any
indemnity or option arrangement, any agreement or any understanding, formal or
informal, of whatever nature, relating to Blancco Shares which may be an
inducement to deal or refrain from dealing in such securities.

 

 

5.   Action to be taken

 

Blancco Shareholders who have not yet accepted the Offer are urged to do so as
soon as possible in accordance with the following procedures:

 

a)   if you hold your Blancco Shares, or any of them, in certificated form
(that is, not in CREST), you must complete and return a Form of Acceptance in
relation to such certificated Blancco Shares as soon as possible; and

b)   if you hold your Blancco Shares, or any of them, in uncertificated form
(that is, in CREST), you must ensure that an Electronic Acceptance is made by
you or on your behalf, and that settlement of that Electronic Acceptance
occurs, in relation to such uncertificated Blancco Shares, as soon as
possible.

 

Full details on how to accept the Offer are set out in paragraph 15 of Part 1
of the Offer Document.

 

The Offer Document is available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, 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/)
while the Offer remains open for acceptance. Hard copies of the Offer Document
and the Form of Acceptance may be obtained by contacting the Receiving Agent,
Computershare Investor Services plc, on telephone number on 0370 889 4099 (or
on +44 370 889 4099 if calling from outside the UK) or by writing to
Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol,
BS99 AH, United Kingdom stating the name and address to which the hard copy
version(s) should be sent. Calls are charged at the standard geographic rate
and will vary by provider. Calls outside the UK will be charged at the
applicable international rate. Different charges may apply to calls from
mobile telephones. The helpline is open between 8.30 a.m. and 5.30 p.m.
(London time) Monday to Friday (excluding public holidays in England and
Wales). Please note that Computershare Investor Services plc cannot provide
advice on the merits of the Offer nor give any financial, legal or tax advice
and calls may be recorded and monitored for security and training purposes.
Additional Forms of Acceptance are available from the Receiving Agent upon
request.

 

 

6.   General

 

This announcement should be read in conjunction with the full text of the
Offer Document. Capitalised terms and expressions used but not defined in this
announcement have the same meanings as given to them in the Offer Document.

 

 

 

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

Ropes & Gray International LLP is acting as legal adviser to Francisco
Partners and Bidco.

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.

 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 disclosed if this
announcement had been prepared in accordance with the laws of jurisdictions
outside of England and Wales.

The Offer is subject to the applicable rules and regulations of the Panel and
the Takeover Code.

The release, publication or distribution of this announcement in, and the
availability of the Offer to persons 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.

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.

Further information for Overseas Shareholders is set out in paragraph 7 of
Part C of Appendix I of the Offer Document. Any person (including, without
limitation, any agent, custodian, nominee or trustee) who would, or otherwise
intends to, or who may have a contractual or legal obligation to forward this
announcement, the Offer Document together with the accompanying Form of
Acceptance, to any jurisdiction outside the United Kingdom should read that
paragraph.

Notice to US holders of Blancco Shares

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.

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.

Requesting hard copy documents

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.

Rounding

 

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables or forms may vary slightly and figures shown as totals in
certain tables or forms may not be an arithmetic aggregation of the figures
that precede them.

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