Publication of the Scheme Document
31/01/2023 10:50
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RNS Number : 4194O Curtis Banks Group PLC 31 January 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
31 January 2023
RECOMMENDED CASH ACQUISITION
of
CURTIS BANKS GROUP PLC
by
NUCLEUS CLYDE ACQUISITION LIMITED
(a newly formed company wholly-owned by Nucleus Financial Platforms Limited)
to be effected by means of a Scheme of Arrangement under Part 26 of the
Companies Act 2006
Publication of the Scheme Document and expected timetable of principal events
On 6 January 2023, the boards of Nucleus Clyde Acquisition Limited ("Bidco"),
a wholly-owned subsidiary of Nucleus Financial Platforms Limited ("Nucleus"),
and Curtis Banks Group PLC ("Curtis Banks"), announced that they had reached
agreement on the terms of a recommended cash acquisition by Bidco of the
entire issued and to be issued share capital of Curtis Banks (the
"Acquisition").
Publication of the Scheme Document
Curtis Banks is pleased to announce that a circular in relation to the Scheme
(the "Scheme Document"), containing, among other things, a letter from the
Chairman of Curtis Banks, an explanatory statement pursuant to section 897 of
the Companies Act 2006, the full terms and conditions of the Scheme, an
expected timetable of principal events, notices of the Court Meeting and
General Meeting and details of the action to be taken by Curtis Banks
Shareholders, is being published today on the Curtis Banks website at
https://www.curtisbanks.co.uk/investors/ and on the Nucleus website at
www.nucleusfinancialplatforms.com (http://www.nucleusfinancialplatforms.com)
.
Hard copies of the Scheme Document and Forms of Proxy for the Court Meeting
and General Meeting are being posted to Curtis Banks Shareholders and, for
information only, to persons with information rights, and to holders of
options or awards under the Curtis Banks Share Plans.
Capitalised terms used in this announcement, unless otherwise defined, have
the same meanings as set out in the Scheme Document. All references in this
announcement to times are to London time unless otherwise stated.
Notices of the Court Meeting and General Meeting and actions required
As detailed further in the Scheme Document, in order to become Effective, the
Scheme requires, among other things, the approval of a majority in number of
the Scheme Shareholders present and voting (and entitled to vote), either in
person or by proxy at the Court Meeting (or any adjournment of the Court
Meeting), representing not less than 75 per cent. in value of the Scheme
Shares held by such Scheme Shareholders, and the passing of the Resolution
necessary to, amongst other things, implement the Scheme at the General
Meeting by the requisite majority of Curtis Banks Shareholders at the General
Meeting. Following the Court Meeting and the General Meeting and the
satisfaction (or, where applicable, waiver) of the other Conditions (which
includes obtaining certain regulatory approvals from the FCA, PRA, SRA and
CMA), the Scheme must also be sanctioned by the Court.
Notices of the Court Meeting and the General Meeting of Curtis Banks, each of
which will be held at the offices of Addleshaw Goddard LLP, Milton Gate, 60
Chiswell Street, London EC1Y 4AG on 27 February 2023, are set out in the
Scheme Document. The Court Meeting will start at 10.00 a.m. on that date and
the General Meeting will start at 10.15 a.m. on that date (or as soon
thereafter as the Court Meeting is concluded or adjourned).
It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair
representation of Scheme Shareholders' opinion. Whether or not Scheme
Shareholders and Curtis Banks Shareholders intend to attend and/or vote at the
Meetings, they are strongly advised to sign and return their Forms of Proxy
(by post or by hand) or transmit a proxy appointment or other voting
instruction (online or through CREST) for the Meetings as soon as possible.
Scheme Shareholders and Curtis Banks Shareholders are also strongly
encouraged, in respect of both Meetings, to appoint "the Chair of the meeting"
as their proxy.
The Curtis Banks Directors, who have been so advised by Fenchurch and Peel
Hunt as to the financial terms of the Acquisition, consider the terms of the
Acquisition to be fair and reasonable. In providing their advice to the Curtis
Banks Directors, Fenchurch and Peel Hunt have taken into account the
commercial assessments of the Curtis Banks Directors. Although Fenchurch and
Peel Hunt are both acting as financial advisers to Curtis Banks, only Peel
Hunt is acting as the independent financial adviser to Curtis Banks for the
purpose of providing independent financial advice to the Curtis Banks
Directors for the purposes of Rule 3 of the Takeover Code.
Accordingly, the Curtis Banks Directors unanimously recommend that Scheme
Shareholders vote in favour of the Scheme at the Court Meeting, and that
Curtis Banks Shareholders vote in favour of the Resolution to be proposed at
the General Meeting, as the Curtis Banks Directors who are interested in
Curtis Banks Shares have irrevocably undertaken to do in respect of their
entire beneficial holdings of 93,188 Curtis Banks Shares (representing, in
aggregate, approximately 0.14 per cent. of Curtis Banks' total issued share
capital on the Last Practicable Date).
Curtis Banks Shareholders should carefully read the Scheme Document in its
entirety before making a decision with respect to the Scheme.
Cancellation
It is currently intended that shortly before the Effective Date, an
application will be made to the London Stock Exchange for the admission of the
Curtis Banks Shares to trading on AIM to be cancelled shortly following the
Effective Date. The last day of dealings in, and for registration of transfers
of, Curtis Banks Shares is expected to be the Business Day immediately prior
to the Effective Date and no transfers will be registered after 6.00 p.m. on
that day other than to Bidco (or as Bidco may direct) pursuant to the Curtis
Banks articles of association, as proposed to be amended by the Resolution at
the General Meeting.
On the Effective Date, share certificates in respect of Scheme Shares will
cease to be valid. In addition, entitlements to Scheme Shares held within the
CREST system will be cancelled on the Effective Date.
Timetable
The Scheme Document contains an expected timetable of principal events in
relation to the Scheme, which is also set out in the Appendix to this
announcement. Subject to obtaining the approval of the requisite majority of
Scheme Shareholders at the Court Meeting, the requisite majority of Curtis
Banks Shareholders at the General Meeting, the sanction of the Court and the
satisfaction or, where applicable, waiver of the other Conditions (as set out
the Scheme Document), the Scheme is expected to become Effective in Q2 2023.
If any of the key dates set out in the timetable change, notice of this change
will be made by the issuance of an announcement through a Regulatory
Information Service.
Information for Curtis Banks Shareholders and helpline
If you have any questions about this announcement, the Scheme Document, the
Court Meeting or the General Meeting, or how to complete the Forms of Proxy or
to submit your proxies through the CREST electronic proxy appointment service
or online, please contact Curtis Banks' registrar, Computershare, on +44
(0370) 707 1718. Calls are charged at the standard geographic rate and will
vary by provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 8:30 a.m. and 5:30
p.m., Monday to Friday excluding public holidays in England and Wales. Please
note that Computershare cannot provide any financial, legal or tax advice and
calls may be recorded and monitored for security and training purposes.
Curtis Banks Share Plans
In accordance with Rule 15 of the Takeover Code, participants in the Curtis
Banks Share Plans will be contacted shortly by way of joint letter (the "Rule
15 Letters"). The Rule 15 Letters contain details regarding the effect of the
Scheme on participants' rights under the Curtis Banks Share Plans and the
arrangements applicable to those participants, including details of
appropriate proposals being made in relation to such rights and relevant dates
and times.
Enquiries:
Curtis Banks +44 (0)117 910 7910
David Barral, Executive Chairman
Peter Docherty, Interim Chief Executive Officer
Dan Cowland, Chief Financial Officer
Fenchurch Advisory Partners (lead financial adviser to Curtis Banks) +44 (0)20 7382 2222
Graham Marchant
Divya Dhar
Peel Hunt (financial adviser (Rule 3), corporate broker and NOMAD to Curtis +44 (0)207 418 8900
Banks)
Miles Cox
Andrew Buchanan
James Steel
Singer Capital Markets (joint broker to Curtis Banks) +44 (0)20 7496 3000
Rick Thompson
James Moat
Instinctif Partners (investor relations adviser to Curtis Banks) curtisbanks@instinctif.com +44 7949 939237
Tim Linacre
Victoria Hayns
Joe Quinlan
Evercore (financial adviser to Nucleus and Bidco) +44 (0)20 7653 6000
Ollie Clayton
Ed Banks
Demetris Efthymiou
Harrison George
TB Cardew (public relations adviser to Nucleus and Bidco) +44 (0)77 8999 8020
Tom Allison
+44 (0)77 7584 8537
Shan Shan Willenbrock
+44 (0)7552 864 250
Olivia Rosser
nucleus@tbcardew.com
Slaughter and May is acting as legal adviser to Nucleus and Bidco in
connection with the Acquisition.
Addleshaw Goddard LLP is acting as legal adviser to Curtis Banks in connection
with the Acquisition.
Peel Hunt LLP is providing independent advice to Curtis Banks pursuant to Rule
3 of the Takeover Code.
Important notices
Evercore Partners International LLP ("Evercore"), which is authorised and
regulated by the Financial Conduct Authority in the UK, is acting exclusively
as financial adviser to Nucleus and Bidco and no one else in connection with
the matters described in this announcement and will not be responsible to
anyone other than Nucleus and Bidco for providing the protections afforded to
clients of Evercore nor for providing advice in connection with the matters
referred to herein. Neither Evercore nor any of its subsidiaries, branches 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 Evercore in connection with
this announcement, any statement contained herein, any offer or otherwise.
Apart from the responsibilities and liabilities, if any, which may be imposed
on Evercore by the Financial Services and Markets Act 2000 and successor
legislation, or the regulatory regime established thereunder, or under the
regulatory regime of any jurisdiction where exclusion of liability under the
relevant regulatory regime would be illegal, void or unenforceable, neither
Evercore nor any of its affiliates accepts any responsibility or liability
whatsoever for the contents of this announcement, and no representation,
express or implied, is made by it, or purported to be made on its behalf, in
relation to the contents of this announcement, including its accuracy,
completeness or verification of any other statement made or purported to be
made by it, or on its behalf, in connection with Nucleus, Bidco or the matters
described in this announcement. To the fullest extent permitted by applicable
law, Evercore and its affiliates accordingly disclaim all and any
responsibility or liability whether arising in tort, contract or otherwise
(save as referred to above) which they might otherwise have in respect of this
announcement or any statement contained herein.
Fenchurch Advisory Partners LLP ("Fenchurch"), which is authorised and
regulated by the Financial Conduct Authority, is acting exclusively for Curtis
Banks and no one else in connection with the matters referred to in this
announcement. Fenchurch will not be responsible to anyone other than Curtis
Banks for providing the protections afforded to clients of Fenchurch, nor for
providing advice in relation to the contents of, or matters referred to in,
this announcement. Neither Fenchurch nor any of its 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 Fenchurch in connection with the matters referred to in this
announcement, or otherwise.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively for Curtis
Banks and for no one else in connection with the matters referred to in this
announcement. Peel Hunt will not be responsible to anyone other than Curtis
Banks for providing the protections afforded to clients of Peel Hunt nor for
providing advice in relation to the contents of, or matters referred to in,
this announcement. Neither Peel Hunt nor any of its 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 Peel Hunt in connection with the matters referred to in this
announcement, or otherwise.
Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is
authorised and regulated by the UK Financial Conduct Authority, is acting
exclusively for Curtis Banks and for no one else and will not be responsible
to anyone other than Curtis Banks for providing the protections afforded to
its clients or for providing advice in relation to the matters referred to in
this announcement. Singer Capital Markets, nor any of its 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 Singer Capital Markets in connection with this
announcement, any statement contained herein or otherwise.
Further information
This announcement is for information purposes only and is not intended to and
does not constitute, or form any part of, an offer to sell or subscribe for or
any invitation to purchase or subscribe for any securities or the solicitation
of any vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise. The Acquisition will be made solely through the Scheme Document and
the accompanying Forms of Proxy, which contain the full terms and conditions
of the Acquisition, including details of how to vote in respect of the
Acquisition. Any approval, decision or other response to the Acquisition
should be made only on the basis of the information in the Scheme Document.
Curtis Banks Shareholders are strongly advised to read the formal
documentation in relation to the Acquisition. Each Curtis Banks Shareholder is
urged to consult its independent professional adviser immediately regarding
the tax consequences to it (or its beneficial owners) of the Acquisition.
The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
service of this announcement shall not give rise to any implication that there
has been no change in the facts set forth in this announcement since such
date.
This announcement does not constitute a prospectus or prospectus equivalent
document.
Overseas shareholders
This announcement has been prepared in accordance with, and for the purposes
of complying 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.
The release, publication or distribution of this announcement in or into
jurisdictions other than the United Kingdom may be restricted by law and
therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom should inform themselves about, and observe, any
applicable legal or regulatory requirements.
The availability of the Acquisition to Curtis Banks 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
citizen. Persons who are not resident in the United Kingdom should inform
themselves of, and observe any applicable legal or regulatory requirements of
their jurisdictions. In particular, the ability of persons who are not
resident in the United Kingdom to vote their Curtis Banks Shares with respect
to the Scheme at the Meetings, or to execute and deliver Forms of Proxy (or
other proxy instructions) appointing another to vote at the Meetings on their
behalf, may be affected by the laws of the relevant jurisdictions in which
they are located. 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 Acquisition disclaim any responsibility or liability for the violation
of such restrictions by any person. Further details in relation to Overseas
Shareholders are contained in the Scheme Document.
Neither this announcement nor the Scheme Document nor any of the accompanying
documents do or are intended to constitute or form part of any offer or
invitation to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities or the solicitation of any vote or approval
pursuant to the Scheme or otherwise, in any jurisdiction in which such offer,
invitation or solicitation is unlawful. This announcement, the Scheme Document
and the accompanying Forms of Proxy have been prepared for the purposes of
complying with English law, the rules of the London Stock Exchange, the AIM
Rules and the Takeover Code, and the information disclosed may not be the same
as that which would have been disclosed if this announcement had been prepared
in accordance with the laws of jurisdictions outside of England and Wales.
Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, neither this announcement nor the
Scheme Document will be made available, in whole or in part, directly or
indirectly, in, into or from a Restricted Jurisdiction where to do so would
constitute a violation of the relevant laws or regulations of such
jurisdiction and no person may vote in favour of the Acquisition 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 Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send it in or into or from any Restricted Jurisdiction.
Doing so may render invalid any related purported vote in respect of the
Acquisition.
The Acquisition is subject to English law and the jurisdiction of the Court,
and the applicable requirements of the Takeover Code, the Panel, the FCA, the
London Stock Exchange (including pursuant to the AIM Rules) and the Registrar
of Companies.
Additional information for US investors
The Acquisition relates to the shares of an English company with a quotation
on AIM and is being made by means of a scheme of arrangement provided for
under English company law. The scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure requirements and
practices applicable in the United Kingdom to schemes of arrangement which
differ from the disclosure requirements of United States tender offer and
proxy solicitation rules.
Bidco reserves the right, subject to the prior consent of the Panel (where
necessary) and in accordance with the Co-operation Agreement, to elect to
implement the Acquisition by means of a Takeover Offer for the entire issued
and to be issued share capital of Curtis Banks, as an alternative to the
Scheme. If Bidco were to elect to implement the Acquisition by means of a
Takeover Offer, it would be made in compliance with all applicable US laws and
regulations, including Section 14(e) of the US Exchange Act and Regulation 14E
thereunder.
Financial information included in this announcement and the Scheme Document
has been or will be prepared in accordance with accounting standards
applicable in the United Kingdom that 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
United States.
The receipt of cash pursuant to the Acquisition by a US holder of Curtis Banks
Shares as consideration for the transfer of its Scheme Shares pursuant to the
Scheme may 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 Curtis Banks Shareholder is therefore urged to consult with independent
legal, tax and financial advisers in connection with making a decision
regarding the Acquisition.
It may be difficult for US holders of Curtis Banks Shares to enforce their
rights and any claim arising out of the US federal laws in connection with the
Acquisition, since Bidco and Curtis Banks are located in, and organised under
the laws of, a non-US jurisdiction, and some or all of their officers and
directors may be residents of a non-US jurisdiction. US holders of Curtis
Banks 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 jurisdiction or judgement.
The information contained in this announcement and the Scheme Document has
neither been approved nor disapproved by the SEC or any US state securities
commission. Neither the SEC, nor any state securities commission, has passed
upon the fairness or merits of the Acquisition described in, nor upon the
accuracy or adequacy of the information contained in, this announcement or the
Scheme Document. Any representation to the contrary is a criminal offence in
the United States.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US
Securities Exchange Act of 1934, Bidco, certain affiliated companies and their
nominees or brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Curtis Banks Shares outside of the
US, other than pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn.
Also, in accordance with Rule 14e-5(b) of the US Securities Exchange Act of
1934, each of Evercore, Fenchurch, Peel Hunt and Singer Capital Markets
Securities Limited will continue to act as an exempt principal trader in
Curtis Banks Shares on the London Stock Exchange. If such purchases or
arrangements to purchase were to be made, they would occur either in the open
market at prevailing prices or in private transactions at negotiated prices
and comply with applicable law, including the US Securities Exchange Act of
1934. Any information about such purchases will be disclosed as required in
the UK, will be reported to the Regulatory News Service of the London Stock
Exchange and will be available on the London Stock Exchange website at
www.londonstockexchange.com.
Cautionary Note Regarding Forward-looking statements
This announcement (including information incorporated by reference into this
announcement), statements made regarding the Acquisition, and other
information to be published by Bidco, Nucleus and/or Curtis Banks, contain
statements which are, or may be deemed to be, "forward-looking statements".
Forward-looking statements are prospective in nature and not based on
historical facts, but rather on current expectations and projections of the
management of Bidco, Nucleus and/or Curtis Banks 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 with respect to the financial condition, results of operations and
business of Curtis Banks and certain plans and objectives of Bidco and/or
Nucleus with respect thereto and other statements other than historical facts.
Often, but not always, forward-looking statements can be identified by the
fact that they do not relate only to historical or current facts and may use
words such as "anticipate", "target", "expect", "estimate", "forecast",
"intend", "plan", "budget", "scheduled" "goal", "believe", "hope", "aims",
"continue", "will", "may", "should", "would", "could", or other words of
similar meaning. These statements are based on assumptions and assessments
made by Curtis Banks and/or Bidco and/or Nucleus in light of their experience
and their perception of historical trends, current conditions, future
developments and other factors they believe appropriate. By their nature,
forward-looking statements involve known and unknown risk and uncertainty and
other factors which may cause actual results, performance or developments to
differ materially from those expressed in or implied by such, because they
relate to events and depend on circumstances that will occur in the future.
Although Bidco and/or Nucleus and/or Curtis Banks believe that the
expectations reflected in such forward-looking statements are reasonable, no
assurance can be given that such expectations will prove to have been correct
and you are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
announcement. Neither Bidco nor Nucleus nor Curtis Banks assumes any
obligation to update or correct the information contained in this announcement
(whether as a result of new information, future events or otherwise), except
as required by applicable law.
There are a number of factors which could cause actual results and
developments to differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause actual results
to differ materially from those described in the forward-looking statements
include, but are not limited to: the ability to complete the Acquisition; the
ability to obtain requisite regulatory and shareholder approvals and the
satisfaction of other conditions on the proposed terms; changes in the global,
political, economic, business and competitive environments and in market and
regulatory forces; changes in future exchange and interest rates; changes in
tax rates; future business combinations or dispositions; changes in general
and economic business conditions; changes in the behaviour of other market
participants; the anticipated benefits of the Acquisition not being realised
as a result of changes in general economic and market conditions in the
countries in which Bidco, Nucleus and/or Curtis Banks operate; weak, volatile
or illiquid capital and/or credit markets; changes in the degree of
competition in the geographic and business areas in which Bidco, Nucleus
and/or Curtis Banks operate; and changes in laws or in supervisory
expectations or requirements. Other unknown or unpredictable factors could
cause actual results to differ materially from those expected, estimated or
projected in the forward-looking statements. If any one or more of these risks
or uncertainties materialises or if any one or more of the assumptions proves
incorrect, actual results may differ materially from those expected, estimated
or projected. Such forward-looking statements should therefore be construed in
the light of such factors.
Neither Bidco nor Nucleus nor Curtis Banks, 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 their announcement will actually occur.
Given the risks and uncertainties, 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 Nucleus nor Curtis Banks is under any obligation, and Bidco, Nucleus
and Curtis Banks 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.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in one
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 10(th) business day following the
commencement of the Offer Period and, if appropriate, by no later than 3.30 pm
(London time) on the 10(th) business day following the announcement in which
any securities exchange offeror is first identified. Relevant persons who deal
in the relevant securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position Disclosure must
instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror, save to the extent
that these details have previously been disclosed under Rule 8. 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 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
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
and the documents required to be published under Rule 26 of the Takeover Code,
will be made available free of charge, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on Nucleus' website
at www.nucleusfinancialplatforms.com and Curtis Banks' website at
www.curtisbanks.co.uk/investors by no later than 12 noon (London time) on the
first business day following the date of this announcement. For the avoidance
of doubt, neither the contents of these websites nor the contents of any
websites accessible from any hyperlinks are incorporated into or form part of
this announcement.
Neither the contents of Nucleus' website, nor those of Curtis Banks' website,
nor those of any other website accessible from hyperlinks on either Nucleus'
or Curtis Banks' websites, are incorporated into or form part of this
announcement.
No profit forecasts, profit estimates or quantified benefits statements
No statement in this announcement is intended 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 Curtis Banks for the current or future financial years would
necessarily match or exceed the historical published earnings or earnings per
share for Curtis Banks.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Curtis Banks Shareholders,
persons with information rights and participants in the Curtis Banks Share
Plans may request a hard copy of this announcement by contacting Curtis Banks'
registrars, Computershare, by: (i) submitting a request in writing to
Computershare, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, United
Kingdom; or (ii) calling +44 (0370) 707 1718. Calls are charged at the
standard geographical rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. Phone lines are
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 cannot provide any financial, legal or tax advice and calls may
be recorded and monitored for security and training purposes.
For any of such persons who receive a copy of this announcement in electronic
form, 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 them 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 Curtis Banks Shareholders, persons with information
rights and other relevant persons for the receipt of communications from
Curtis Banks may be provided to Bidco and/or Nucleus during the Offer Period
as required under Section 4 of Appendix 4 to 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.
General
Bidco reserves the right to elect, with the consent of the Panel (where
necessary), and subject to the terms and conditions of the Co-operation
Agreement, to implement the Acquisition by way of a Takeover Offer for the
entire issued and to be issued share capital of Curtis Banks not already held
by Bidco as an alternative to the Scheme. In such an event, a Takeover Offer
will be implemented on substantially the same terms, so far as applicable, as
those which would apply to the Scheme.
If the Acquisition is effected by way of Takeover Offer, and such Takeover
Offer becomes or is declared unconditional in all respects and sufficient
acceptances are received, Bidco intends to exercise its rights to apply the
provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire
compulsorily the remaining Curtis Banks Shares in respect of which the
Takeover Offer has not been accepted.
If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under the Financial Services and
Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if
not, from another appropriately authorised independent financial adviser.
Appendix
Expected Timetable of Principal Events
Event Time and/or date (2023)
Publication of the Scheme Document 31 January
Latest time for lodging Forms of Proxy for the:
Court Meeting (BLUE form) 10:00 a.m. on 25 February(()(1))
General Meeting (WHITE form) 10:15 a.m. on 25 February(2)
Voting Record Time for the Court Meeting and the General Meeting 6:00 p.m. on 25 February((3))
Court Meeting 10:00 a.m. on 27 February
General Meeting 10:15 a.m. on 27 February(4)
The following dates are indicative only and are subject to change(5)
Court Sanction Hearing A date ("D") no later than 21 Business Days following the satisfaction or (if
applicable) waiver of Conditions 2(A), 2(B) and 3(A) to 3(D) (inclusive) of
Part A of Part III (Conditions to the implementation of the Scheme and to the
Acquisition) of the Scheme Document
Last day of dealings in, and for registration of transfers of, and disablement D+2 Business Days
in CREST of, Curtis Banks Shares
Scheme Record Time and Date 6:00 p.m. on D+2 Business Days
Dealings in Curtis Banks Shares suspended 7:30 a.m. on D+3 Business Days
Effective Date of the Scheme D+3 Business Days
Cancellation of admission of Curtis Banks Shares to trading on the AIM Market 7:00 a.m. on D+4 Business Days
Latest date for despatch of cheques and crediting of CREST for Cash Within 14 days of the Effective Date
Consideration due under the Scheme
Long Stop Date 6 October(6)
Notes:
(1) It is requested that BLUE Forms of Proxy for the Court Meeting be
lodged not less than 48 hours before the time appointed for the Court Meeting.
A copy of a completed and signed BLUE Form of Proxy not so lodged may be
handed to the Chair of the Court Meeting at any time before the time that the
Court Meeting is due to commence and will still be valid.
(2) WHITE Forms of Proxy for the General Meeting must be lodged not less
than 48 hours before the time appointed for the General Meeting. WHITE Forms
of Proxy for the General Meeting not lodged by this time will be invalid.
(3) If either the Court Meeting or the General Meeting is adjourned, the
Voting Record Time for the relevant adjourned Meeting will be 6:00 p.m. on the
date falling two days before the date of the adjourned Meeting.
(4) To commence at 10:15 a.m. or as soon thereafter as the Court Meeting
shall have concluded or been adjourned.
(5) These dates and times are indicative only and will depend, among other
things, on the date upon which: (i) the Conditions are satisfied or (if
capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) a
copy of the Court Order is delivered to the Registrar of Companies.
(6) This is the latest date by which the Scheme may become Effective
unless Bidco and Curtis Banks agree (and the Panel and, if required, the Court
permit) a later date or if the Panel requires an extension to the Long Stop
Date pending final determination of an issue under section 3(g) of Appendix 7
to the Takeover Code.
(7) Curtis Banks Share Plan Participants will be contacted separately to
inform them of the effect of the Scheme on their rights under the Curtis Banks
Share Plans, including details of any appropriate proposals being made and
dates and times relevant to them.
The dates and times given are indicative only and are based on Curtis Banks'
and Bidco's current expectations and may be subject to change (including as a
result of changes to the regulatory timetable). If any of the expected times
and/or dates above change (a) the revised times and/or dates will be notified
to Curtis Banks Shareholders by announcement through a Regulatory Information
Service, with such announcement being made available on Nucleus's website at
www.nucleusfinancialplatforms.com and Curtis Banks' website at
www.curtisbanks.co.uk/investors (http://www.curtisbanks.co.uk/investors) and
(b) if required by the Panel, Curtis Banks will send notice of the change(s)
to Curtis Banks Shareholders and, for information only to Curtis Banks Share
Plan Participants.
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