REG - Appreciate Group PLC PayPoint PLC - Scheme of Arrangement becomes effective

PayPointAnnouncement

28/02/2023 09:00

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RNS Number : 3247R  Appreciate Group PLC  28 February 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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

 

28 February 2023

RECOMMENDED OFFER

FOR

APPRECIATE GROUP PLC ("APPRECIATE GROUP")

BY

PAYPOINT PLC ("PAYPOINT")

to be implemented by means of a Court-sanctioned scheme of arrangement

under Part 26 of the Companies Act 2006

Scheme of Arrangement becomes Effective

 

On 7 November 2022, the boards of PayPoint and Appreciate Group announced that
they had reached agreement on the terms of a recommended offer pursuant to
which PayPoint will acquire the entire issued and to be issued share capital
of Appreciate Group ("Acquisition"). The Acquisition has been effected by
means of a Court-sanctioned scheme of arrangement between Appreciate Group and
relevant Appreciate Group Shareholders under Part 26 of the Companies Act 2006
("Scheme"). A circular in relation to the Acquisition was published by
Appreciate Group on 2 December 2022 ("Scheme Document").

On 20 January 2023, the Scheme was approved by the Scheme Shareholders at the
Court Meeting and the Resolution relating to the implementation of the Scheme
was approved by Appreciate Group Shareholders at the General Meeting.

On 23 February 2023, Appreciate Group announced that the High Court of Justice
had sanctioned the Scheme at the Court Hearing held earlier on the same date.

Appreciate Group and PayPoint are pleased to announce that following the
delivery of a copy of the Court Order (together with a copy of the Scheme and
all documents required to be annexed thereto) to the Registrar of Companies
today, the Scheme has now become Effective in accordance with its terms and
the entire issued and to be issued share capital of Appreciate Group is owned
or controlled by PayPoint.

Additionally, as a result of the Scheme becoming Effective, Sally Cabrini and
John Gittins have resigned as non-executive directors of the board of
Appreciate Group and Guy Parsons has resigned as an executive director of the
board of Appreciate Group.

Settlement

Scheme Shareholders on the register of members of Appreciate Group at the
Scheme Record Time, being 6.00 p.m. on 27 February 2023, will be entitled to
receive 33 pence in cash and 0.019 New PayPoint Shares for each Scheme Share
held. Settlement of the consideration to which any Scheme Shareholder is
entitled will be effected by way of the despatch of cheques and share
certificates or crediting of CREST accounts (for Scheme Shareholders holding
Scheme Shares in certificated and in uncertificated form respectively)
pursuant to the Scheme as soon as practicable and in any event within 14 days
of this Announcement.

Suspension and cancellation of trading of Appreciate Group Shares on AIM

As previously advised, dealings in Appreciate Group Shares were suspended with
effect from 7.30 a.m. (London time) this morning, 28 February 2023. As a
result of the Scheme having become Effective, share certificates in respect of
Scheme Shares will cease to be valid documents of title and entitlements to
Scheme Shares held in uncertificated form in CREST are being cancelled.

An application has been made for the cancellation of the admission to trading
on AIM of the Appreciate Group Shares which is expected to take effect at 7.00
a.m. (London time) on 1 March 2023.

Admission of the New PayPoint Shares

Admission of the New PayPoint Shares to the Official List and to trading on
the Main Market of the London Stock Exchange is expected to take place at 8.00
a.m. (London time) on 1 March 2023.

Full details of the Acquisition are set out in the Scheme Document.
Capitalised terms in this announcement ("Announcement"), unless otherwise
defined, have the meaning given to them in the Scheme Document.

 

Enquiries:

 

Appreciate Group

 

Julian Coghlan, Interim Chief Executive Officer

 
Tel: 020 3128 8193

 

Liberum Capital Limited (Lead financial adviser, nominated adviser and
corporate broker to Appreciate Group)

 

Richard Crawley
                                       Tel: 020 3100 2000

Mark Harrison

Jamie Richards

Ben Cryer

Nikhil Varghese

 

Herax Partners LLP (Joint financial adviser and Rule 3 adviser to Appreciate
Group)

 

Angus MacPherson
                                    Tel: 020 7399 1682

Giuseppe Leonello

 

MHP (Public relations adviser to Appreciate Group)

 

Reg
Hoare
            Tel: 020 3128 8193

Katie Hunt
 
appreciategroup@mhpgroup.com

Charles Hirst

 

PayPoint

 

Nick Wiles, Chief Executive
 
Tel: 07442 968960

Alan Dale, Finance Director
                                Tel: 07778 043962

Steve O'Neill, Corporate Affairs and Marketing Director
         Tel: 07919 488066

 

Jefferies International Limited (Financial adviser and corporate broker to
PayPoint)

 

Simon
Hardy
            Tel: 020 7029 8000

James Thomlinson

William Brown

 

FGS Global (Public relations adviser to PayPoint)

 

Rollo
Head
            Tel: 0207 251 3801

James Thompson

 

 

Important notices

Jefferies International Limited ("Jefferies"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively as financial
adviser and corporate broker to PayPoint and no one else in connection with
the Acquisition or any matters referred to in this Announcement. In connection
with such matters, Jefferies, its affiliates and its or their respective
directors, officers, employees and agents will not regard any other person as
their client, nor will they be responsible to anyone other than PayPoint for
providing the protections afforded to their clients or for providing advice in
relation to the Acquisition, the contents of this Announcement or any other
matter referred to in this Announcement or owe or accept any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in contract,
in tort, under statute or otherwise) to any person other than PayPoint in
connection with the matters referred to in this Announcement, or otherwise.

Liberum Capital Limited ("Liberum"), which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively as lead financial adviser,
nominated adviser and corporate broker to Appreciate Group and for no one else
in connection with the Acquisition or any matters referred to in this
Announcement and will not be responsible to anyone other than Appreciate Group
for providing the protections afforded to its clients nor for providing advice
in relation to the Acquisition, the contents of this Announcement or any other
matters referred to in this Announcement. Neither Liberum nor any of its
affiliates, respective directors, officers, employees and 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 Liberum in connection with the matters referred
to in this Announcement, or otherwise.

Herax Partners LLP ("Herax Partners"), which is authorised and regulated in
the United Kingdom by the FCA, is acting exclusively as joint financial
adviser and Rule 3 Adviser to Appreciate Group and for no one else in
connection with the Acquisition or any matters referred to in this
Announcement and will not be responsible to anyone other than Appreciate Group
for providing the protections afforded to its clients nor for providing advice
in relation to the Acquisition, the contents of this Announcement or any other
matters referred to in this Announcement. Neither Herax Partners nor any of
its affiliates, respective directors, officers, employees and 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 Herax Partners in connection with the matters
referred to in this Announcement, or otherwise.

This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer to sell or an invitation to
purchase any securities or a solicitation of an offer to buy, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities pursuant
to the Acquisition or otherwise, nor shall there be any purchase, sale,
issuance or exchange of securities or such solicitation in any jurisdiction in
which such offer, invitation, solicitation, purchase, sale, issuance or
exchange is unlawful. The Acquisition will be made solely by means of the
Scheme Document (or, if applicable, the offer document containing any Takeover
Offer) and the accompanying Forms of Proxy, which will contain the full terms
and conditions of the Acquisition. Any approval, decision in respect of, or
other response to, the Acquisition should be made only on the basis of the
information contained in the Scheme Document (or, if applicable, the offer
document containing any Takeover Offer).

This Announcement does not constitute a prospectus or prospectus equivalent
document. The New PayPoint Shares to be issued pursuant to the Acquisition are
not being offered to the public by means of this Announcement.

This Announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
English law, the Takeover Code, the AIM Rules, the Market Abuse Regulation and
the Disclosure Guidance and Transparency 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 the
United Kingdom. Nothing in this Announcement should be relied on for any other
purpose.

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 the
release of this Announcement shall not give rise to any implication that there
has been no change in the facts set out in this Announcement since such date.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom may be restricted by the laws and/or regulations
of those jurisdictions and therefore persons into whose possession this
Announcement comes who are subject to the laws and/or regulations of any
jurisdiction other than the United Kingdom should inform themselves about and
observe any such applicable restrictions in their jurisdiction. In particular,
the ability of persons who are not resident in the United Kingdom to vote
their Appreciate Group Shares with respect to the Scheme at the Court Meeting,
or to appoint another person as proxy to vote at the Court Meeting on their
behalf, may be affected by the laws of the relevant jurisdiction in which they
are located. Further details in relation to the Overseas Shareholders is
contained in the Scheme Document. Any failure to comply with any such
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.

Unless otherwise determined by PayPoint or required by the Takeover Code, and
permitted by applicable law and regulation, the New PayPoint Shares to be
issued pursuant to the Acquisition to Appreciate Group Shareholders 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 vote in favour of the Scheme by any such means from within a
Restricted Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Accordingly, copies of this
Announcement and all documents relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving this
Announcement and all documents relating to the Acquisition (including
custodians, nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would violate the
laws in that jurisdiction. If the Acquisition is implemented by Takeover Offer
(unless otherwise permitted by applicable law or regulation), the Takeover
Offer may not be made, directly or indirectly, in or into or by use of the
mails or any other means or instrumentality (including, without limitation,
facsimile, email or other electronic transmission, telex or telephone of
interstate or foreign commerce of, or any facility of a national state or
other securities exchange of any Restricted Jurisdiction) and the Takeover
Offer will not be capable of acceptance by any such use, means instrumentality
or facilities or from or within any Restricted Jurisdiction.

The availability of the New PayPoint Shares to Appreciate Group Shareholders
who are not resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are resident. Persons who are not
resident in the United Kingdom should inform themselves of, and observe, any
applicable requirements.

Further details in relation to Overseas Shareholders is contained in the
Scheme Document.

Additional information for US investors

Appreciate Group Shareholders in the United States should note that the
Acquisition relates to the securities of a company incorporated in England and
is proposed to be effected by means of a scheme of arrangement under the laws
of England and Wales. This Announcement, the Scheme Document and certain other
announcements and documents relating to the Acquisition have been or will be
prepared in accordance with English law, the Takeover Code and UK disclosure
requirements, format and style, all of which differ from those in the United
States. A transaction effected by means of a scheme of arrangement is not
subject to the tender offer rules or the proxy solicitation rules under the US
Exchange Act. Accordingly, the Acquisition is subject to the disclosure
requirements of and practices applicable in the United Kingdom to schemes of
arrangement, which differ from the disclosure requirements of the United
States tender offer and proxy solicitation rules. If, in the future, PayPoint
exercises the right to implement the Acquisition by way of a Takeover Offer in
accordance with the terms of the Co-operation Agreement and determines to
extend the offer into the United States, the Acquisition will be made in
compliance with applicable United States laws and regulations, including any
applicable exemptions under the US Exchange Act.

Appreciate Group's financial statements, and all financial information that is
included in this Announcement or the Scheme Document, or any other documents
relating to the Acquisition, have been or will be prepared in accordance with
IFRS and may not be comparable to financial statements of companies in the
United States or other companies whose financial statements are prepared in
accordance with US generally accepted accounting principles.

The receipt of cash and shares pursuant to the Acquisition by a US holder as
consideration for the transfer of its Appreciate Group Shares pursuant to the
Scheme will likely be a taxable transaction for United States federal income
tax purposes and under applicable United States state and local, as well as
foreign and other, tax laws. Each Appreciate Group Shareholder is urged to
consult his independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to him.

It may be difficult for US holders to enforce their rights and claims arising
out of US federal securities laws, since PayPoint and Appreciate Group are
located in countries other than the US, and some or all of their officers and
directors may be residents of countries other than the US. US holders may not
be able to sue a non-US company or its officers or directors in a non-US court
for violations of 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.

Neither the Securities Exchange Commission nor any securities commission of
any state of the United States has approved the transaction, passed upon the
fairness of the transaction or passed upon the adequacy or accuracy of this
Announcement. Any representation to the contrary is a criminal offence in the
United States.

If PayPoint were to elect to implement the Acquisition by means of a Takeover
Offer, in accordance with normal practice in the UK and consistent with Rule
14e-5(b) of the US Exchange Act, PayPoint, certain affiliated companies and
their nominees or brokers (acting as agents) may make certain purchases of, or
arrangements to purchase, shares in Appreciate Group outside 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. 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 Exchange
Act. Any information about such purchases or arrangements to purchase will be
disclosed as required in the United Kingdom, will be reported to a Regulatory
Information Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com.

Notes regarding New PayPoint Shares

The New PayPoint Shares to be issued pursuant to the Scheme have not been and
will not be registered under the relevant securities laws of Japan and the
relevant clearances have not been, and will not be, obtained from the
securities commission of any province of Canada. No prospectus in relation to
the New PayPoint Shares has been, or will be, lodged with, or registered by,
the Australian Securities and Investments Commission. Accordingly, the New
PayPoint Shares are not being, and may not be, offered, sold, resold,
delivered or distributed, directly or indirectly in or into a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute a
violation of relevant laws of, or require registration thereof in, such
jurisdiction (except pursuant to an exemption, if available, from any
applicable registration requirements or otherwise in compliance with all
applicable laws).

The New PayPoint Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act"), or under the
securities laws of any state or other jurisdiction of the United States, and
may not be offered or sold except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the US Securities
Act and in compliance with any applicable securities laws of any state or
other jurisdiction of the United States. It is expected that the New PayPoint
Shares will be issued in reliance upon the exemption from the registration
requirements of the US Securities Act of 1933 (as amended) provided by Section
3(a)(10) thereof.

Forward-looking statements

This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by PayPoint or Appreciate Group contain statements about
PayPoint and/or Appreciate Group that are or may be deemed to be
"forward-looking statements". All statements other than statements of
historical facts included in this Announcement may be forward-looking
statements. Without limitation, any statements preceded or followed by or that
include the words "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "hopes" "projects",
"continue", "schedule" or words or terms of similar substance or the negative
thereof, are forward-looking statements. Forward-looking statements include
statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of PayPoint's
or Appreciate Group's operations and potential synergies resulting from the
Acquisition; and (iii) the effects of government regulation on PayPoint's or
Appreciate Group's business.

These forward-looking statements are not guarantees of future performance. By
their nature, such forward-looking statements involve known and unknown risks
and uncertainties that could significantly affect expected results and are
based on certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any forward-looking
statements. Many of these risks and uncertainties relate to factors that are
beyond the entities' ability to control or estimate precisely. These factors
include, but are not limited to, the satisfaction of the conditions to the
Acquisition, as well as additional factors, such as changes in political and
economic conditions, changes in the level of capital investment, retention of
key employees, changes in customer habits, success of business and operating
initiatives and restructuring objectives, impact of any acquisitions or
similar transactions, changes in customers' strategies and stability,
competitive product and pricing measures, changes in the regulatory
environment, fluctuations of interest and exchange rates, the outcome of any
litigation. For a discussion of important factors which could cause actual
results to differ from forward-looking statements: (i) in relation to the
Wider Appreciate Group, refer to the annual report for Appreciate Group for
the financial year ended 31 March 2022; and (ii) in relation to the PayPoint
Group, refer to the annual report for PayPoint for the financial year ended 31
March 2022. Neither PayPoint or Appreciate Group, 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.
Due to such uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of the date
of this Announcement. All subsequent oral or written forward-looking
statements attributable to PayPoint or Appreciate Group or any of their
respective members, directors, officers or employees or any persons acting on
their behalf are expressly qualified in their entirety by the cautionary
statement above. PayPoint and Appreciate Group disclaim any obligation to
update any forward-looking or other statements contained in this Announcement,
except as required by applicable law.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate
for any period and no statement in this Announcement should be interpreted to
mean that earnings or earnings per share for Appreciate Group or PayPoint for
the current or future financial years would necessarily match or exceed the
historical published earnings or earnings per share for Appreciate Group or
PayPoint respectively.

Publication of this Announcement on website

A copy of this Announcement and the documents required to be published
pursuant to Rules 26.1 and 26.2 of the Takeover Code will be available, free
of charge, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Appreciate Group's website at
www.appreciategroup.co.uk/investors and on PayPoint's website at
https://corporate.paypoint.com
(https://corporate.paypoint.com/appreciategroupterms) by no later than 12:00
p.m. on the Business Day following this Announcement.

For the avoidance of doubt, the contents of this website and any websites
accessible from hyperlinks on this website are not incorporated into and do
not form part of this Announcement.

Right to receive documents in hard copy form

Any person entitled to receive a copy of documents, announcements and
information relating to the Acquisition is entitled to receive such documents
in hard copy form free of charge. A person may also request that all future
documents, announcements and information in relation to the Acquisition are
sent to them in hard copy form. Hard copies of such documents, announcements
(including this Announcement), and information will not be sent unless
requested.

In accordance with Rule 30.3 of the Takeover Code, Appreciate Group
Shareholders, persons with information rights and participants in Appreciate
Group Share Plans may request a hard copy of this Announcement by contacting
Appreciate Group's registrars, Computershare Investor Services PLC
("Computershare") during business hours on +44 (0)370 707 1226 or in writing
at The Pavilions, Bridgwater Road, Bristol BS99 6ZY. 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. Lines are open
between 9.00 a.m. to 5.30 p.m. (London time), Monday to Friday (except public
holidays in England and Wales). Please note that Computershare cannot provide
any financial, legal or tax advice.  Calls may be recorded and monitored for
security and training purposes.

Rounding

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

 

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