REG - PayPoint PLC Appreciate Group PLC - Acquisition of Appreciate Group
07/11/2022 07:00
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RNS Number : 4626F PayPoint PLC 07 November 2022
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 OF SUCH JURISDICTION
THIS ANNOUNCEMENT IS DEEMED BY APPRECIATE GROUP PLC AND PAYPOINT PLC TO
CONTAIN INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION NO
596/2014 (INCORPORATED INTO UK LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 AS AMENDED BY VIRTUE OF THE MARKET ABUSE (AMENDMENT) (EU
EXIT) REGULATIONS 2019). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
FOR IMMEDIATE RELEASE
7 NOVEMBER 2022
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
Summary
· The boards of directors of PayPoint and Appreciate Group are pleased to
announce that they have 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 (the "Acquisition"). It is intended that the
Acquisition will be 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 (the "Scheme").
· Under the terms of the Acquisition, Appreciate Group Shareholders will be
entitled to receive:
for each Appreciate Group Share: 33 pence in cash
and
0.0190 New PayPoint Shares
· Each Appreciate Group Shareholder will also be entitled to receive and retain
a dividend of up to 0.8 pence per Appreciate Group Share which is declared by
the board of Appreciate Group and paid in respect of the six-month period
ended 30 September 2022.
· Based on the Closing Price of a PayPoint Share of 580 pence on 4 November
2022, being the last Business Day prior to the date of this Announcement (the
"Latest Practicable Date"), the Acquisition values each Appreciate Group Share
at 44 pence and the entire issued and to be issued ordinary share capital of
Appreciate Group at approximately £83 million on a fully diluted basis. This
represents a premium of approximately:
- 68.9 per cent. to the Closing Price of 26.05 pence per Appreciate
Group Share on the Latest Practicable Date; and
- 63.8 per cent. to the volume weighted average price of 26.86 pence
per Appreciate Group Share for the three-month period ended on the Latest
Practicable Date.
· The Acquisition, based on the price of 580 pence per PayPoint Share on the
Latest Practicable Date, implies an enterprise value multiple of approximately
6.2x Appreciate Group's Adjusted EBITDA for the year ended 31 March 2022.
· Immediately following completion of the Acquisition, existing PayPoint
Shareholders will hold approximately 95 per cent. and Appreciate Group
Shareholders will hold approximately 5 per cent. of the enlarged issued share
capital of PayPoint.
Recommendation
· The Appreciate Group Directors, who have been so advised by Liberum and Herax
Partners as to the financial terms of the Acquisition, unanimously consider
the terms of the Acquisition to be fair and reasonable. In providing their
financial advice to the Appreciate Group Directors, Liberum and Herax Partners
have taken into account the commercial assessments of the Appreciate Group
Directors. Herax Partners is providing independent financial advice to the
Appreciate Group Directors for the purposes of Rule 3 of the Takeover Code.
· Accordingly, the Appreciate Group Directors intend to recommend unanimously
that Appreciate Group Shareholders vote in favour of the Scheme at the Court
Meeting and in favour of the Resolution to be proposed at the General Meeting
as they have irrevocably undertaken to do in respect of their own beneficial
holdings which are under their control totalling, in aggregate, 101,413
Appreciate Group Shares, representing approximately 0.1 per cent. of the
issued ordinary share capital of Appreciate Group as at the Latest Practicable
Date. Further details of these undertakings, including the circumstances in
which they cease to be binding, are set out in Appendix 3.
Irrevocable undertaking and letters of intent
· In addition to the irrevocable undertakings from the Appreciate Group
Directors referred to above, PayPoint has received an irrevocable undertaking
to vote in favour of the Scheme at the Court Meeting and the Resolution to be
proposed at the General Meeting from an Appreciate Group Shareholder in
respect of 18,200,000 Appreciate Group Shares, representing approximately 9.8
per cent. of Appreciate Group's issued share capital as at the Latest
Practicable Date.
· In addition, PayPoint has received non-binding letters of intent from
Appreciate Group Shareholders to vote in favour of the Scheme at the Court
Meeting and in favour of the Resolution to be proposed at the General Meeting
in respect of 24,986,993 Appreciate Group Shares representing approximately
13.4 per cent. of Appreciate Group's issued share capital as at the Latest
Practicable Date.
· PayPoint has therefore received irrevocable undertakings and letters of intent
from Appreciate Group Shareholders in respect of a total number of 43,288,406
Appreciate Group Shares representing, in aggregate, approximately 23.2 per
cent. of Appreciate Group's issued share capital as at the Latest Practicable
Date.
· Further details of the irrevocable undertakings and the letters of intent (and
the circumstances in which such arrangements will cease to be binding or
otherwise fall away) are set out in Appendix 3.
Dividends
· Each Appreciate Group Shareholder will be entitled to receive and retain a
dividend of up to 0.8 pence per Appreciate Group Share which is declared by
the board of Appreciate Group and paid in respect of the six-month period
ended 30 September 2022 (the "Permitted Dividend"). The Permitted Dividend
will be paid to Appreciate Group Shareholders without any reduction in the
consideration payable under the terms of the Acquisition. It is anticipated
that the Permitted Dividend would be declared and have a record date before
the Effective Date and paid to those Appreciate Group Shareholders who are on
Appreciate Group's register of members on a date which is on or prior to the
Effective Date.
· If any other dividend or other distribution is authorised, declared, made or
paid in respect of Appreciate Group Shares on or after the date of this
Announcement and before the Effective Date (other than, or in excess of, the
Permitted Dividend), PayPoint reserves the right to reduce the consideration
payable under the terms of the Acquisition by an amount up to the amount of
such dividend or other distribution, in which case eligible Appreciate Group
Shareholders will be entitled to receive or retain such dividend or other
distribution.
Acquisition Structure, Timetable and Conditions
· It is intended that the Acquisition will be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act
2006. However, PayPoint reserves the right to elect, subject to the terms of
the Co-operation Agreement and with the consent of the Panel, to implement the
Acquisition by way of a Takeover Offer.
· The terms of the Acquisition will be put to Appreciate Group Shareholders at
the Court Meeting and at the General Meeting. In order to become Effective,
the Scheme must be approved by a majority in number of Appreciate Group
Shareholders present and voting at the Court Meeting, either in person or by
proxy, representing at least 75 per cent. of the voting rights attaching to
the Scheme Shares voted by such Appreciate Group Shareholders (or the relevant
class or classes thereof). In addition, at the General Meeting to implement
the Scheme, a special resolution to approve all actions necessary for carrying
the Scheme into effect and the adoption of the Amended Appreciate Group
Articles must be passed by Appreciate Group Shareholders representing at least
75 per cent. of the votes cast on that resolution.
· The Acquisition will be made in accordance with the Takeover Code and on the
terms and subject to the Conditions which are set out in Appendix 1 to this
Announcement and on the further terms and conditions that will be set out in
the Scheme Document.
· It is expected that the Scheme Document, containing further information about
the Acquisition and notices of the Court Meeting and the General Meeting,
together with the Forms of Proxy will be published within 28 days of this
Announcement (or such later date as Appreciate Group and PayPoint may, with
the consent of the Panel, agree). It is expected that the Scheme will become
Effective in the first half of 2023, subject to the satisfaction of the
Conditions and the further terms set out in Appendix 1 to this Announcement.
Commenting on the Acquisition, Nick Wiles, Chief Executive of PayPoint, said:
"The PayPoint Board believe the proposed acquisition of Appreciate Group
provides a compelling opportunity to acquire a highly complementary business
with well-established offerings in prepayment savings and the corporate and
consumer gift card and voucher sector.
Appreciate Group brings a well-established technology platform, a strong
customer base, a network of popular brand partners and significant headroom
for growth across the UK consumer and corporate gifting markets which is
valued at more than £8bn in the UK. The Acquisition will strengthen our
digital payments offering and create an enhanced retail proposition across our
partner network, including more than 28,000 convenience stores, delivering
additional growth opportunities for the Enlarged Group.
More specifically, the proposed acquisition would jointly target growth in
three broad areas: prepayment saving through Park Christmas Savings to support
customers with budgeting tools for Christmas and other events; an enlarged
full-service offering for gifting, employee rewards and benefits to Appreciate
Group's corporate clients; and an extended consumer gifting network for the
Love2shop brand.
PayPoint's Board believes that Appreciate Group is an earnings enhancing
acquisition that will deliver attractive returns for shareholders."
Commenting on the Acquisition, Guy Parsons, Executive Chairman of Appreciate
Group, said:
"PayPoint's offer represents an attractive premium for Appreciate Group
Shareholders providing an opportunity to exit the majority of their
shareholdings for cash, whilst participating in the potential upside of the
combined Appreciate Group and PayPoint businesses over the long-term. We
believe that all three segments of the Wider Appreciate Group's business can
prosper under PayPoint's ownership given PayPoint's capabilities, and that the
Acquisition represents a good opportunity for all our stakeholders to benefit
from both the immediate cash consideration and the potential future value
creation and enhanced capabilities to Appreciate Group's consumer and
corporate clients arising as a result of the combination of the
businesses."
Advisers
Jefferies is acting as financial adviser and corporate broker to PayPoint in
respect of the Acquisition. Pinsent Masons LLP is acting as legal adviser to
PayPoint.
Liberum is acting as lead financial adviser, nominated adviser and corporate
broker to Appreciate Group.
Herax Partners is acting as joint financial adviser and Rule 3 adviser to
Appreciate Group.
Addleshaw Goddard LLP is acting as legal adviser to Appreciate Group.
This summary should be read in conjunction with, and is subject to, the full
text of this Announcement and its Appendices. The Acquisition will be subject
to the Conditions and further terms set out in Appendix 1 to this
Announcement and to the full terms and conditions which will be set out in the
Scheme Document. Appendix 2 to this Announcement contains the sources of
information and bases of calculations of certain information contained in this
Announcement. Appendix 3 contains a summary of the irrevocable undertakings
and the letter of intent received in relation to the Acquisition. Appendix 4
contains definitions of certain expressions used in this summary and in this
Announcement.
This announcement is being made on behalf of PayPoint plc by Steve O'Neill,
Corporate Affairs and Marketing Director of PayPoint plc.
Enquiries:
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
Appreciate Group
Guy Parsons, Executive Chairman
Tel: 020 3128 8193
Julian Coghlan, Interim Chief Executive Officer
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 Communications (Public relations adviser to Appreciate Group)
Reg Hoare
Tel: 020 3128 8193
Katie
Hunt
appreciategroup@mhpc.com
Charles Hirst
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, including details of how to vote in respect
of the resolution proposed in connection with 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.
Appreciate Group and PayPoint urge Appreciate Group Shareholders to read the
Scheme Document when it becomes available because it will contain important
information relating to the Acquisition, the New PayPoint Shares and the
PayPoint Group.
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 will be
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 will be 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
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 that may be included in 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
summary 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.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% 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) of the Takeover Code
applies must be made by no later than 3.30 p.m. (London time) on the 10th
Business Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day
following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule 8 of the
Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the
Takeover Code applies must be made by no later than 3.30 p.m. (London time) on
the Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3 of the Takeover
Code.
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 of the Takeover Code).
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.
Right to switch to a Takeover Offer
PayPoint reserves the right to elect, subject to the terms of the Co-operation
Agreement and with the consent of the Panel, to implement the Acquisition by
way of a Takeover Offer for the entire issued and to be issued share capital
of Appreciate Group as an alternative to the Scheme. In such an event, the
Takeover Offer will be implemented on the same terms or, if PayPoint so
decides, on such other terms being no less favourable (subject to appropriate
amendments), so far as applicable, as those which would apply to the Scheme
and subject to the amendment referred to in Part B of Appendix 1 to this
Announcement.
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
corporate.paypoint.com 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.
Information relating to Appreciate Group Shareholders
Please be aware that addresses, electronic addresses and certain information
provided by Appreciate Group Shareholders, persons with information rights and
other relevant persons for the receipt of communications from Appreciate Group
may be provided to PayPoint 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.
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. 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
them in relation to the Acquisition should be in hard copy form.
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.
Rule 2.9
For the purposes of Rule 2.9 of the Takeover Code, Appreciate Group confirms
that, as at the Latest Practicable Date, it had in issue 186,347,228 ordinary
shares of 2 pence each. The International Securities Identification Number
("ISIN") number of the ordinary shares is GB0006710643.
For the purposes of Rule 2.9 of the Takeover Code, PayPoint confirms that, as
at the Latest Practicable Date, it had in issue 68,981,053 ordinary shares of
1/3 pence each. The ISIN number of the ordinary shares is GB00B02QND93.
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 OF SUCH JURISDICTION
THIS ANNOUNCEMENT IS DEEMED BY APPRECIATE GROUP PLC AND PAYPOINT PLC TO
CONTAIN INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION NO
596/2014 (INCORPORATED INTO UK LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 AS AMENDED BY VIRTUE OF THE MARKET ABUSE (AMENDMENT) (EU
EXIT) REGULATIONS 2019). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
FOR IMMEDIATE RELEASE
7 NOVEMBER 2022
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
1. Introduction
The boards of directors of PayPoint and Appreciate Group are pleased to
announce that they have 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 (the "Acquisition"). The Acquisition is
intended to be implemented 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.
2. The Acquisition
Under the terms of the Acquisition, which will be subject to the Conditions
and further terms set out in Appendix 1 to this Announcement and to be set
out in the Scheme Document, Appreciate Group Shareholders will be entitled to
receive:
for each Appreciate Group Share: 33 pence in cash
and
0.0190 New PayPoint Shares
Each Appreciate Group Shareholder will also be entitled to receive and retain
a dividend of up to 0.8 pence per Appreciate Group Share which is declared by
the board of Appreciate Group and paid in respect of the six-month period
ended 30 September 2022.
Based on the Closing Price of a PayPoint Share of 580 pence on 4 November
2022, being the last Business Day prior to the date of this Announcement (the
"Latest Practicable Date"), the Acquisition values each Appreciate Group Share
at 44 pence and the entire issued and to be issued ordinary share capital of
Appreciate Group at approximately £83 million on a fully diluted basis. This
represents a premium of approximately:
· 68.9 per cent. to the Closing Price of 26.05 pence per Appreciate Group Share
on the Latest Practicable Date; and
· 63.8 per cent. to the volume weighted average price of 26.86 pence per
Appreciate Group Share for the three-month period ended on the Latest
Practicable Date.
The Acquisition, based on the price of 580 pence per PayPoint Share on the
Latest Practicable Date, implies an enterprise value multiple of approximately
6.2x Appreciate Group's Adjusted EBITDA for the year ended 31 March 2022.
Immediately following completion of the Acquisition, existing PayPoint
Shareholders will hold approximately 95 per cent. and Appreciate Group
Shareholders will hold approximately 5 per cent. of the enlarged issued share
capital of PayPoint.
The New PayPoint Shares will be issued credited as fully paid and will rank
pari passu in all respects with the PayPoint Shares in issue at the time the
New PayPoint Shares are issued pursuant to the Acquisition, including the
right to receive and retain dividends and other distributions declared, made
or paid by reference to a record date falling after the Effective Date.
Applications will be made to the FCA for the New PayPoint Shares to be issued
to Appreciate Group Shareholders under the Scheme to be admitted to the
premium listing segment of the Official List and to the London Stock Exchange
for the New PayPoint Shares to be admitted to trading on the London Stock
Exchange's Main Market for listed securities.
Dividends
Each Appreciate Group Shareholder will be entitled to receive and retain a
dividend of up to 0.8 pence per Appreciate Group Share which is declared by
the board of Appreciate Group and paid in respect of the six-month period
ended 30 September 2022 (the "Permitted Dividend"). The Permitted Dividend
will be paid to Appreciate Group Shareholders without any reduction in the
consideration payable under the terms of the Acquisition. It is anticipated
that the Permitted Dividend would be declared and have a record date before
the Effective Date and paid to those Appreciate Group Shareholders who are on
Appreciate Group's register of members on a date which is on or prior to the
Effective Date
If any other dividend or other distribution is authorised, declared, made or
paid in respect of Appreciate Group Shares on or after the date of this
Announcement and before the Effective Date (other than, or in excess of, the
Permitted Dividend), PayPoint reserves the right to reduce the consideration
payable under the terms of the Acquisition by an amount up to the amount of
such dividend or other distribution, in which case eligible Appreciate Group
Shareholders will be entitled to receive or retain such dividend or other
distribution.
Expected Timetable
It is expected that the Scheme Document will be published within 28 days of
this Announcement (or such later date as Appreciate Group and PayPoint may,
with the consent of the Panel, agree). Subject to the satisfaction of the
Conditions and the further terms set out in Appendix 1 to this Announcement,
the Scheme is expected to become Effective in the first half of 2023.
3. Background to and reasons for the Acquisition
Background
The PayPoint Board believe the proposed acquisition of Appreciate Group
provides an opportunity to acquire a complementary business with
well-established go-to-market offerings in the gift card and voucher sector.
Appreciate Group has a well-established technology platform, more than 400,000
customers, a network of popular brand partners and significant headroom for
growth across the UK consumer and corporate gifting, prepayment reward and
incentivisation markets. Appreciate Group will enable PayPoint to expand its
reach, strengthen its proposition and open up growth, whilst also delivering
attractive returns for shareholders.
The gift card and voucher market in the UK is a large and growing market, with
an estimated value in excess of £8 billion per annum, split between B2B (67
per cent.) and B2C (33 per cent.). The PayPoint Board believes the corporate
gifting, prepayment, reward and incentivisation market in the UK offers some
attractive opportunities to enhance the PayPoint retailer proposition for its
customers and to build on the existing market presence the Appreciate Group
business has in providing gift card solutions to both consumers and
corporates.
The combination of PayPoint and Appreciate Group creates an opportunity to
jointly grow a currently small market share in three key areas: prepayment
savings through Park Christmas Savings to support consumers with budgeting
tools for Christmas and other events; a full-service solution for gifting,
corporate employee rewards, recognition and incentive solutions through
Appreciate Business Services and the further growth and development of the
Love2shop product and highstreetvouchers.com channel.
Rationale for the Acquisition
In summary, the PayPoint Board believes the proposed acquisition will:
· strengthen PayPoint's addressable markets, universe and proposition;
· open up growth opportunities in new and existing markets;
· deliver capabilities and operational efficiencies that are highly
complementary to both businesses; and
· enhance earnings and deliver attractive returns.
(i) Broaden the universe that PayPoint serves and
strengthens the client and retailer proposition
The PayPoint Board believes the proposed acquisition will strengthen and
leverage PayPoint's Digital Payments offering in its Payments & Banking
division and further enhance the retail partner proposition in its Shopping
division.
Within the Payments & Banking division, Appreciate Business Services adds
Appreciate Group's strong capability in pre-paid reward, gifting and
incentivisation solutions and opens up a range of growth opportunities to
PayPoint. The PayPoint Board believes there is a strong opportunity to expand
Appreciate Group's B2B and B2C corporate gifting and rewards solutions to its
extensive PayPoint and Collect+ client bases, as well as develop them further
through building white-label gifting and rewards solutions for corporates in
the public and private sector and by opening up the i-movo secure digital
vouchering platform as an additional redemption channel for clients. In
addition, PayPoint will be able to leverage its well-established
channel-agnostic payments platform to take on and optimise Appreciate Group's
existing digital payments infrastructure, as well as creating the reciprocal
opportunity to cross-sell PayPoint digital payments solutions into the
Appreciate Group client base. The PayPoint Board believes there is a further
opportunity to leverage its relationships and presence in the UK convenience
sector to expand the reach of Love2shop cards, e-codes and vouchers into
larger multiple retailers and within PayPoint's extensive retail network of
over 28,000 locations.
Within the Shopping division, Park Christmas Savings will enable PayPoint to
further enhance its expanded retailer partner proposition and to support
expected consumer budgeting behaviour during the current cost of living crisis
through prepayment savings. Specifically, the Acquisition creates the
opportunity to establish a third distribution channel for the Park prepayment
proposition, based on PayPoint's retailer partners acting as community agents;
managing groups of individual savers and expanding the geographical reach of
the existing proposition through leveraging the extensive PayPoint retail
network of over 28,000 stores. This new channel would be enhanced further by
the creation of a linked PayPoint card enabling redemption at PayPoint's
retailer network, driving spend and supporting local businesses at the heart
of communities across the UK. The PayPoint Board believes there will also be
opportunities to build on Park Christmas Savings' leading consumer pre-payment
proposition by expanding the range of budgeting occasions beyond Christmas to
support consumers including through the cost of living crisis e.g. an everyday
proposition, and by developing the overall proposition to offer value back to
consumers on redemption, aligning with other supermarket savings schemes in
the market. All of this will be underpinned by the appropriate additional
technology investment and the introduction of digital tools for new and
existing Park agents to improve retention, recruitment and the end-to-end
agent experience.
(ii) Opens up growth in new and existing markets
The proposed acquisition of Appreciate Group opens up growth opportunities in
a UK consumer and corporate gifting market with an estimated value of circa
£8 billion per annum, leveraging the well-established Park, Appreciate
Business Services, highstreetvouchers.com and Love2shop brands that deliver
high levels of customer satisfaction across both B2B and B2C markets. In the
Corporate and B2B segments, Appreciate Business Services market share,
estimated at 6.4 per cent., provides significant headroom for expansion,
through adding clients, consolidating distribution and building out
white-label solutions for delivering employee rewards to public and private
sector organisations. The universal appeal of the Appreciate Group's consumer
gift cards, e-codes and vouchers also has a strong demographic overlay with
the PayPoint and Collect+ consumer segmentation, particularly with PayPoint's
bill-paying demographic (50 per cent. C2DE) who will have a strong need for
budgeting tools to help manage their finances during the current economic
challenges, with opportunities through the Park Christmas Savings prepayment
proposition. Furthermore, the Love2shop brand will be a strong addition to
PayPoint's retailer proposition, with an impressive portfolio of over 200
retail brands, including Argos, Marks & Spencer, Go Outdoors, Boots, TK
Maxx, Costa and Uber Eats, with gift cards proven to drive footfall, loyalty
and incremental spend. This creates the further opportunity to tap into a new
channel for physical gift cards via PayPoint's retailer network, complementing
the existing digital 'pin on receipt' e-code solution and leveraging the
distribution success in the market via supermarket 'gift card mall' displays.
(iii) Delivers reciprocal capabilities and operational efficiencies
that are highly complementary to both businesses
The Acquisition delivers capabilities that are highly complementary to both
businesses, whilst drawing on PayPoint's wide-reaching experience and track
record of delivery in a continually developing marketplace. Specifically,
there is a strong opportunity to apply the experience and learnings from
PayPoint's own transformation journey over the past two years to unlock
further value in Appreciate Group and to support their existing management
team, including making further enhancements and targeted investments to
enhance the Appreciate Group's technology enabled platform to deliver on the
significant growth opportunities in the gifting market. The combined business
of PayPoint and Appreciate Group creates a strong roster of leading consumer
brands and service organisations across both client bases, increasing consumer
appeal and opening up opportunities to cross-sell digital payments, consumer
vouchering and gifting/reward solutions. Similarly, the skills and
experience of the Appreciate Group leadership team will bring benefits to
PayPoint's business, including their well-developed consumer marketing
capability that can be applied to drive new PayPoint products and consumer
services. Appreciate Group's existing headquarters in Liverpool will also help
establish a stronger Northern presence for PayPoint.
(iv) Earnings enhancing and a strong financial profile
The PayPoint Board believes that the Enlarged Group is expected to have a
strong financial profile increasing the diversification and growth potential
of the Group's activities. The Enlarged Group is expected to benefit from
cross-selling, clear levers to drive meaningful revenue synergies 1 (#_ftn1)
and to support cash generation. The strong cash flow characteristics of the
PayPoint business enhanced by the contribution from Appreciate Group will
continue to underpin a strong balance sheet and an unchanged capital
allocation policy including ongoing investment in the combined businesses.
The Acquisition is anticipated to deliver a pre-tax return on invested capital
in excess of PayPoint's weighted average cost of capital by the end of FY25.
The Acquisition is also expected to be earnings enhancing in FY24.
4. Recommendation
The Appreciate Group Directors, who have been so advised by Liberum and Herax
Partners as to the financial terms of the Acquisition, unanimously consider
the terms of the Acquisition to be fair and reasonable. In providing its
advice to the Appreciate Group Directors, Liberum and Herax Partners have
taken into account the commercial assessments of the Appreciate Group
Directors. Herax Partners is providing independent financial advice to the
Appreciate Group Directors for the purposes of Rule 3 of the Takeover Code.
Accordingly, the Appreciate Group Directors intend to recommend unanimously
that Appreciate Group Shareholders vote in favour of the Scheme at the Court
Meeting and in favour of the Resolution to be proposed at the General Meeting
as they have irrevocably undertaken to do in respect of their own beneficial
holdings which are under their control of, totalling, in aggregate 101,413
Appreciate Group Shares, representing approximately 0.1 per cent. of the
issued ordinary share capital of Appreciate Group as at the Latest Practicable
Date.
5. Background to and reasons for the recommendation from
the Appreciate Group Directors
Under the terms of the Offer, the Acquisition values the entire issued and to
be issued share capital of Appreciate Group at approximately £83 million on a
fully diluted basis and the price of 44 pence per Appreciate Group Share
represents:
· a premium of approximately 68.9 per cent. to the Closing Price of 26.05 pence
per Appreciate Group Share on the Latest Practicable Date;
· a premium of approximately 63.8 per cent. to the volume weighted average price
of 26.8 pence per Appreciate Group Share for the three-month period ended on
the Latest Practicable Date;
· an enterprise value multiple of approximately 6.2x Appreciate Group's Adjusted
EBITDA for the year ended 31 March 2022; and
· an opportunity for Appreciate Group Shareholders to realise cash for a
substantial proportion of their shareholding and to participate over the long
term in the potential upside of the combined Appreciate Group and PayPoint
businesses through a holding of PayPoint Shares.
Appreciate Group has a long-standing heritage as a profitable, innovative and
growing business, having built strong market positions in its consumer and
corporate businesses over many years. In 2018 Appreciate Group initiated a new
strategy to accelerate the digitisation of its business and put in place a
platform for future growth. A significant amount of change was implemented as
a result, including simplifying and streamlining the business, moving to new
offices in Liverpool and the disposal of non-core activities.
Although good progress was made in the initial stage of the Appreciate Group's
transformation, it was slower than originally anticipated, a factor that was
compounded by the Covid-19 pandemic which severely impacted the Appreciate
Group's business principally during the first lockdown in Spring 2020.
However, the Appreciate Group bounced back from the impact of the pandemic and
delivered a return to growth in FY22, driven by continued growth in its
Corporate segment, whilst progress was also made in reinvigorating Park
Christmas Savings.
Following the appointment of Guy Parsons as Chairman of the Board in 2022,
executive board changes were implemented to lead the next stage of the
Appreciate Group's growth strategy, whilst management focused on the most
profitable billings and reducing costs.
As a result, whilst the Appreciate Group Directors are now confident that
Appreciate Group is better positioned for renewed success and that the
Appreciate Group has good prospects as an independent AIM quoted entity, they
also recognise that there are significant macroeconomic headwinds which
represent a greater financial risk to a small business. In addition, smaller
companies are increasingly constrained by fundamental issues of share
liquidity and limited research coverage.
The Appreciate Group Directors believe there is a strategic logic in becoming
part of the PayPoint Group as its capabilities have the potential to enhance
the offering to Appreciate Group's consumer and corporate clients, and that
all three segments of the Appreciate Group's business can prosper under new
ownership. This includes utilising PayPoint's financial strength to make
targeted investments to enhance the Appreciate Group's technology enabled
platform to deliver on and accelerate the significant growth opportunities
available to it.
Furthermore, the Appreciate Group Directors believe that Appreciate Group's
staff will benefit from attractive future employment opportunities across the
Wider PayPoint Group.
The Appreciate Group Directors have also consulted with certain of Appreciate
Group's leading shareholders who have indicated their support for the
Acquisition.
Taking the above into account, and after careful consideration of the merits
of the Acquisition, the Appreciate Group Directors believe that the
Acquisition represents an attractive premium relative to the standalone
prospects of the Appreciate Group and balances Appreciate Group's growth
prospects with the risks of the uncertain economic environment in which its
business is operating.
In considering the recommendation of the Acquisition to Appreciate Group's
Shareholders, the Appreciate Group Directors have given due consideration to
PayPoint's intentions regarding the employees of Appreciate Group, consistent
with Appreciate Group leadership's current plan.
Accordingly, following careful consideration of the above factors, the
Appreciate Group Directors intend unanimously to recommend the Acquisition to
Appreciate Group Shareholders.
6. Irrevocable undertakings and letters of intent
PayPoint has received an irrevocable undertaking from those Appreciate Group
Directors who are interested in Appreciate Group Shares as described in
paragraph 4 above in respect of a total of 101,413 Appreciate Group Shares,
representing approximately 0.1 per cent. of the issued share capital of
Appreciate Group as at the Latest Practicable Date. These undertakings also
contain a non-binding statement that, in the event PayPoint switches to a
Takeover Offer, the Appreciate Group Directors intend to accept such offer.
PayPoint has also received irrevocable undertakings to vote in favour of the
Scheme at the Court Meeting and the Resolution to be proposed at the General
Meeting from an Appreciate Group Shareholder in respect of 18,200,000
Appreciate Group Shares, representing approximately 9.8 per cent. of
Appreciate Group's issued share capital as at the Latest Practicable Date.
In addition, PayPoint has received non-binding letters of intent from
Appreciate Group Shareholders to vote in favour of the Scheme at the Court
Meeting and in favour of the Resolution to be proposed at the General Meeting
in respect of 24,986,993 Appreciate Group Shares representing approximately
13.4 per cent. of Appreciate Group's issued share capital as at the Latest
Practicable Date.
PayPoint has therefore received irrevocable undertakings and letters of intent
from Appreciate Group Shareholders in respect of a total number of 43,288,406
Appreciate Group Shares representing, in aggregate, approximately 23.2 per
cent. of Appreciate Group's issued share capital as at the Latest Practicable
Date.
Further details of the irrevocable undertakings and the letters of intent (and
the circumstances in which such arrangements will cease to be binding or
otherwise fall away) are set out in Appendix 3.
7. Information on PayPoint
PayPoint serves a diverse range of organisations from SME and convenience
retailer partners to local authorities, multinational service providers and
e-commerce brands. Products are split across three core business divisions:
· Shopping: PayPoint enhances retailer propositions and customer experiences
through EPoS services via PayPoint One, card payment technology, Counter Cash,
ATMs and home delivery technology partnerships in over 60,000 SME and retailer
partner locations across multiple sectors. The retail network of over 28,000
convenience stores is larger than all the banks, supermarkets and Post Offices
put together;
· E-commerce: PayPoint delivers best-in-class customer journeys through
Collect+, a tech-based delivery solution that allows parcels to be sent,
picked up and dropped off at thousands of local stores; and
· Payment & Banking: PayPoint helps companies and their customers make and
receive payments quickly and conveniently. This includes PayPoint's digital
payments platform, MultiPay, and a digital voucher offering that provides
vital consumer access to cash across our extensive retail network. PayPoint
also supports its eMoney clients with purchase and redemption of eMoney across
its retail network.
8. Information on Appreciate Group
Appreciate Group is one of the UK's leading financial services businesses
specialising in gifting, prepayment and corporate engagement and
incentivisation solutions, whether for giving, celebrating or rewarding. Its
services are delivered through the Love2shop brand which provides access to a
wide portfolio of brands which provide solutions for its consumer and
corporate customers, with the consumer-facing brands meeting a range of
prepayment and gifting needs, while its business solutions help corporate
customers reward, incentivise and recognise their employees and clients.
Appreciate Group's brands include Park Christmas Savings,
highstreetvouchers.com, Appreciate Business Services and Love2shop, with a
strong focus on digital innovation in gifting. Park Christmas Savings is the
UK's largest and longest standing family Christmas savings club, helping
hundreds of thousands of families budget for Christmas on a short-term or
year-round basis. The Love2shop product is available in a physical or digital
format and can be spent in store or online at over 200 retail, leisure and
lifestyle brands across the UK. Love2shop is also used within Appreciate
Business Services, providing over 5,000 corporate customers each year with
incentives and rewards for their employees and clients.
Appreciate Group was originally founded in Birkenhead in the late 1960s, it
subsequently traded under the Park Foods name and was admitted to trading on
the Main Market of the London Stock Exchange as Park Group PLC in 1983. It was
subsequently admitted to AIM in 2007 before changing its name to Appreciate
Group PLC in 2019. The Appreciate Group now employs approximately 316 staff
(including temporary staff) across its three offices (with its head office
based in Liverpool) and for the year ended 31 March 2022 reported total
billings of approximately £386 million, revenues of £123 million and a
profit before tax and exceptional items of £8.4 million.
Appreciate Group Current Trading
On 20 September 2022, Appreciate Group announced in its AGM trading update
that overall trading was in line with the Appreciate Group Board's
expectations and that the Appreciate Group was strongly set up for its key
trading period in the lead up to Christmas. This followed a strong recovery
in profitability, together with the maintenance of a solid financial position,
in Appreciate Group's financial year ended 31 March 2022 (as reported in June
2022).
Appreciate Group stated that in response to the macroeconomic challenges that
everyone is facing, its seasonal bias would be higher this financial year as
both corporate and consumer customers reassess their spending habits and look
for the best value in the run up to Christmas.
Appreciate Group also stated its focus had been on prioritising driving
profitable billings within its highstreetvouchers.com business ahead of
volumes, and in Appreciate Business Services' (corporate) on improving the
retention levels for corporate clients while increasing the number of new
clients purchasing for the first time.
The Park Christmas Savings business was trading strongly and in-line with
expectations, underpinned by the highest level of agent and direct customer
retention rates. The new Park Christmas Savings 2023 campaign launched in
September and there is confidence that this channel can return to growth.
Twenty two new partnerships have been added to the Love2shop brand since the
beginning of the financial year and fifty-three exclusive value adding offers
have been sent to our customers.
Since the AGM trading update announced on 20 September 2022, the Wider
Appreciate Group has continued to trade in line with the Appreciate Group
Board's expectations. The Appreciate Group Board currently intends to
publish the results for Group for the six months ended 30 September 2022 on 22
November 2022.
9. Management, employees, research and development, locations of
business and pension schemes
PayPoint believe the proposed acquisition of Appreciate Group provides an
opportunity to add a complementary business division with well-established
go-to-market products in the gift card and voucher sector, driven by a
technology enabled platform. Appreciate Group will help PayPoint to expand its
reach, deepen its proposition, and open up growth potential in the UK's
consumer and corporate gifting market with an estimated present value of circa
£8 billion per annum.
Board, management and employees
PayPoint and Appreciate Group recognise the importance of the skills and
experience of the existing management and employees of Appreciate Group.
Following completion of the Acquisition, it is intended that the existing
employment rights, including pension rights, of the management and employees
of the Enlarged Group will be fully safeguarded. PayPoint believes that
employees will benefit from greater opportunities within the Enlarged Group
following the Acquisition.
Given the complementary nature of PayPoint and Appreciate Group in terms of
their respective propositions to customers and the nature of customers that
each business addresses, it is anticipated that there will be limited impact
from completion of the Acquisition on customers, employees and retail
partners. Upon the Acquisition completing, the Enlarged Group intends to move
quickly to combine the existing businesses and create a combined business
which harnesses the best practices and skilled teams of both companies. It is
the intention of PayPoint to initiate a detailed review of the operations of
both businesses to determine the most effective and efficient manner to work
together. The review is expected to take at least three months following
completion of the Acquisition. The review will examine the current operating
and organisational structures of both businesses and provide the basis for the
development of an integration programme designed to minimise any disruption to
customers and employees whilst delivering the expected opportunities and
benefits of the Acquisition for the Enlarged Group's stakeholders.
PayPoint's preliminary review has shown there to exist a very limited overlap
of skills and roles across the two businesses. In the limited cases where
these do exist, alternative opportunities to deploy this resource have already
been identified. As such, there are no plans for headcount reduction across
the Enlarged Group.
The Enlarged Group will draw on the talent and experience in both companies to
deliver the enhanced growth strategy for the combined businesses. Following
the Acquisition, PayPoint intends:
· that the Non-Executive Directors of Appreciate Group will step down from
Appreciate Group upon completion of the Acquisition. The Executive Chairman of
Appreciate Group (Guy Parsons) will be appointed to PayPoint's Board as a
non-executive director. The Interim Chief Executive Officer of Appreciate
Group (Julian Coghlan) will join PayPoint's executive Board. The Interim Chief
Finance Officer (Talha Ahmed) will remain as Finance Director of Appreciate
Group reporting to the PayPoint Finance Director;
· that the senior leadership team from Appreciate Group will take similar
responsibilities in the enlarged business, supporting the existing business,
integration plans and delivering the growth opportunities; and
· to consider providing retention incentives for a small number of senior
employees in the Enlarged Group, to support in the delivery of the integration
of PayPoint and Appreciate Group and in the delivery of the anticipated
benefits of the Acquisition. No final decisions have been made on the design
or quantum of the incentive, but it is anticipated that any awards would be
made in line with existing PayPoint policies.
Save as noted above, PayPoint has not entered into, and has not had
discussions on proposals to enter into, any form of incentivisation
arrangements with members of Appreciate Group's management and no such
discussions are expected to take place prior to completion of the Acquisition.
Pensions
Defined benefit schemes
Appreciate Group currently has two defined benefit schemes, Park Food Group
plc Pension Scheme and Park Group Pension Scheme.
PayPoint intends to continue with the current management's plan with regard
Appreciate Group's defined benefit schemes and to maintain existing levels of
engagement with the scheme trustees.
Defined contribution schemes
PayPoint does not intend to make any material changes with regard to employer
contributions into Appreciate Group's existing defined contribution pension
schemes (unless required to do so in order to comply with applicable
legislation).
Places of business, headquarters and other matters
Immediately following completion of the Acquisition, the Enlarged Group will
continue to operate both PayPoint's offices located in Welwyn Garden City and
Haydock and Appreciate Group's offices located in Birkenhead, Newcastle and
Liverpool. Given that the enlarged business will be operating out of a number
of different offices in the North of England, PayPoint intends to undertake a
review of these offices in order to evaluate the optimal footprint with a view
to establishing a central northern hub. There is no intention to reduce
overall headcount as a direct result of this review.
The headquarters of the Enlarged Group will be at PayPoint's offices in Welwyn
Garden City with the headquarters functions all being carried out at that
location. PayPoint does not envisage any other changes with respect to the
redeployment of Appreciate Group's existing material fixed assets.
Appreciate Group does not have a research and development function and
PayPoint has no intention to change this current approach.
Trading facilities
Appreciate Group Shares are currently admitted to trading on AIM, a market
operated by the London Stock Exchange. As set out in paragraph 14 below,
before the Effective Date, an application will be made to the London Stock
Exchange for the cancellation of the admission to trading of Appreciate Group
Shares on AIM and to de-list Appreciate Group from AIM, to take effect on the
Business Day following the Effective Date. Trading in Appreciate Group Shares
is expected to end at the close of business on the Business Day before the
Effective Date, assuming that the Scheme has been approved at Court and by
Appreciate Group Shareholders.
Other
No statements in this paragraph 9 are "post-offer undertakings" for the
purposes of Rule 19.5 of the Takeover Code.
10. Appreciate Group Share Plans
The Acquisition will affect participants in the Appreciate Group Share
Plans. In summary, PayPoint and Appreciate Group have agreed that PayPoint
will make appropriate proposals to the holders of options and awards under the
Appreciate Group Share Plans in accordance with Rule 15 of the Takeover Code.
Further details of these proposals will be included in the Scheme Document and
communicated to participants in the Appreciate Group Share Plans in due
course.
Options and awards which vest and are exercised prior to the Scheme Record
Time will be satisfied by the allotment and issue, or transfer, of Appreciate
Group Shares prior to the Scheme Record Time and those Appreciate Group Shares
will be subject to the Scheme.
Under the proposed amendment to the Appreciate Group Articles described in
paragraph 13 (Structure of the Acquisition), any Appreciate Group Shares
issued after the Scheme Record Time in relation to the exercise of options and
awards under the Appreciate Group Share Plans would be automatically
transferred to PayPoint on the same terms as the Acquisition (other than terms
as to timings and formalities).
11. Financing
PayPoint has entered into an amendment to its existing unsecured loan facility
arrangements with effect from 7 November 2022 (the "Amended Facility
Agreement"), pursuant to which an additional term credit facility is being
made available to PayPoint which, together with part of its existing revolving
credit facility, will be used to finance the cash payable to Appreciate Group
Shareholders under the terms of the Acquisition. Further details in respect of
the Amended Facility Agreement and these financing arrangements will be
included in the Scheme Document.
Jefferies, in its capacity as financial adviser to PayPoint, is satisfied that
sufficient cash resources are available to PayPoint to enable it to satisfy in
full the cash consideration payable to Appreciate Group Shareholders under the
terms of the Acquisition.
Further information on the financing of the Acquisition will be set out in the
Scheme Document.
12. Offer-related arrangements
Co-operation Agreement
PayPoint and Appreciate Group have entered into a co-operation agreement on 7
November 2022 (the "Co-operation Agreement") pursuant to which (among other
things): (i) PayPoint and Appreciate Group have entered into commitments in
relation to obtaining regulatory approvals; (ii) PayPoint has agreed to
provide Appreciate Group with certain information for the purposes of the
Scheme Document and to otherwise assist with the preparation of the Scheme
Document; (iii) PayPoint and Appreciate Group have agreed to certain
provisions if the Scheme should switch to a Takeover Offer; and (iv) PayPoint
and Appreciate Group have agreed certain arrangements in respect of
employee-related matters and the Appreciate Group Share Plans. The
Co-operation Agreement will terminate inter alia: (i) if the Acquisition is
with the permission of the Panel, withdrawn, or lapses in accordance with its
terms; (ii) if, prior to the Long Stop Date, any Condition has been invoked by
PayPoint (whether the invocation of the relevant Condition is permitted by the
Panel); (iii) upon service of a written notice by PayPoint on Appreciate
Group, if the Appreciate Group Directors withdraw, adversely qualify or
adversely modify their recommendation of the Acquisition; (iv) unless
otherwise agreed by Appreciate Group and PayPoint in writing, if the Scheme
does not become Effective in accordance with its terms by the Long Stop Date;
(v) if the Scheme is not approved by Scheme Shareholders at the Court Meeting,
the Appreciate Group Shareholders do not approve the Resolution at the General
Meeting or the Court refuses to sanction the Scheme; or (vi) if agreed in
writing between PayPoint and Appreciate Group.
Confidentiality Agreement
PayPoint and Appreciate Group entered into a confidentiality agreement on 1
September 2022 (the "Confidentiality Agreement") pursuant to which they both
agreed to keep confidential, and to procure that certain of their respective
representatives keep confidential, information relating to the other and/or to
the Acquisition, to use such information solely for the agreed purposes in
relation to the Acquisition and not to disclose it to third parties (other
than to permitted disclosees) unless required by law or regulation. These
confidentiality obligations will remain in force until the earlier of: (i) two
years from the date of the Confidentiality Agreement; and (ii) the Effective
Date. The Confidentiality Agreement includes a customary non-solicit provision
which restricts PayPoint and Appreciate Group from soliciting or employing
certain employees of the other party for a period of 12 months from the date
of the Confidentiality Agreement.
13. Structure of the Acquisition
It is intended that the Acquisition will be implemented by means of a
Court-sanctioned scheme of arrangement between Appreciate Group and Scheme
Shareholders under Part 26 of the Companies Act 2006. PayPoint reserves the
right to elect, subject to the terms of the Co-operation Agreement and with
the consent of the Panel, to implement the Acquisition by way of a Takeover
Offer.
The purpose of the Scheme is to provide for PayPoint to become the holder of
the entire issued and to be issued share capital of Appreciate Group. This is
to be achieved by the transfer of the Appreciate Group Shares to PayPoint, in
consideration for which the Appreciate Group Shareholders will receive 33
pence in cash and 0.0190 New PayPoint Shares on the basis set out in paragraph
2 of this Announcement. In addition, each Appreciate Group Shareholder will
also be entitled to receive and retain a dividend of up to 0.8 pence per
Appreciate Group Share which is declared by the board of Appreciate Group and
paid in respect of the six-month period ended 30 September 2022.
The New PayPoint Shares will be issued in registered form and will be capable
of being held in both certificated and uncertificated form. The New PayPoint
Shares will be issued by PayPoint to Scheme Shareholders no later than 14 days
after the Effective Date. Fractions of the New PayPoint Shares will not be
allotted or issued pursuant to the Acquisition, but entitlements of Scheme
Shareholders will be rounded down to the nearest whole number of New PayPoint
Shares and all fractions of New PayPoint Shares will be aggregated and sold in
the market as soon as practicable after the Effective Date. The net proceeds
of such sale (after deduction of broking fees) will be distributed in due
proportions to Scheme Shareholders who would otherwise have been entitled to
such fractions (rounded down to the nearest penny), save that individual
entitlements to amounts of less than £5.00 will be retained for the benefit
of the Enlarged Group.
The Scheme will also be subject to the Conditions and further terms set out in
Appendix 1 to this Announcement and to the full terms and conditions to be set
out in the Scheme Document, and will only become Effective if, among other
things, the following events occur on or before the Long Stop Date (or such
later date as Appreciate Group and PayPoint may, with the consent of the
Panel, agree and, if required, the Court may approve):
· a resolution to approve the Scheme is passed by a majority in number of Scheme
Shareholders present and voting (and entitled to vote) at the Court Meeting,
either in person or by proxy, representing at least 75 per cent. of the voting
rights attaching to the Scheme Shares held by such Scheme Shareholders;
· the Resolution necessary to implement the Scheme is passed by Appreciate Group
Shareholders representing at least 75 per cent. of the votes cast at the
General Meeting either in person or by proxy;
· following the Court Meeting and the General Meeting and once the other
Conditions have been satisfied or (where applicable) waived, the Scheme is
sanctioned by the Court at the Court Hearing (without modification, or with
modification on terms to be agreed by Appreciate Group and PayPoint); and
· following such sanction, the Court Order is delivered to the Registrar of
Companies.
PayPoint may only invoke a Condition so as to cause the Acquisition not to
proceed, lapse or be withdrawn with the consent of the Panel. Certain
Conditions are not subject to this requirement. Further details are set out in
Parts A and B of Appendix 1 to this Announcement.
Upon the Scheme becoming Effective, it will be binding on all Appreciate Group
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting or the General Meeting (and if they attended and voted, whether
or not they voted in favour of the resolution proposed at such meetings).
Further details of the Scheme, including an indicative timetable for its
implementation, will be set out in the Scheme Document which, together with
the Forms of Proxy, is expected to be dispatched to Appreciate Group
Shareholders within 28 days of this Announcement. Subject to the satisfaction
of the Conditions and the further terms set out in Appendix 1 to this
Announcement, the Scheme is expected to become Effective in the first half of
2023.
14. De-listing and re-registration
It is expected that dealings in Appreciate Group Shares will be suspended at
7.30 a.m. (London time) on the Effective Date. Before the Scheme becomes
Effective and in accordance with the AIM Rules, it is intended that an
application will be made to the London Stock Exchange for admission of the
Appreciate Group Shares to trading on AIM to be cancelled on the Business Day
following the Effective Date. The last day of dealings in, and for
registration of transfers of, Appreciate Group Shares is therefore expected to
be the Business Day before the Effective Date. No dealings in Appreciate Group
Shares will be registered after this date.
On the Effective Date, share certificates in respect of Appreciate Group
Shares will cease to be valid and should, if so requested by Appreciate Group,
be sent to Appreciate Group for cancellation. On the Effective Date,
entitlements to Appreciate Group Shares held within the CREST system will be
cancelled.
It is also intended that, following the Scheme becoming Effective, Appreciate
Group will be re-registered as a private company under the relevant provisions
of the Companies Act 2006.
15. Settlement and listing of, and dealings in, New PayPoint
Shares
Applications will be made to the FCA for the New PayPoint Shares to be issued
to Appreciate Group Shareholders under the Scheme to be admitted to the
premium listing segment of the Official List and to the London Stock Exchange
for the New PayPoint Shares to be admitted to trading on the London Stock
Exchange's Main Market for listed securities.
It is expected that Admission will become effective and that unconditional
dealings in the New PayPoint Shares will commence on the London Stock
Exchange, at 8.00 a.m. (London time) on the first Business Day following the
date on which the Scheme becomes Effective.
Details of how Appreciate Group Shareholders can hold, access and trade in
PayPoint Shares will be set out in the Scheme Document. Appreciate Group
Shareholders resident in the United Kingdom will be able to hold their
PayPoint Shares through any of the ways currently available to Appreciate
Group Shareholders, including through an intermediary of their own choice
should they wish to do so.
16. Disclosure of Interests in Appreciate Group
As at the close of business on the Latest Practicable Date, save for the
irrevocable undertakings referred to in paragraph 6 of this Announcement,
neither PayPoint, nor any of its directors, nor, so far as PayPoint is aware,
any person acting in concert (within the meaning of the Takeover Code) with it
for the purposes of the Acquisition had:
(i) any interest in or right to subscribe for any relevant
securities of Appreciate Group; nor
(ii) any short positions in respect of relevant securities of
Appreciate Group (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; nor
(iii) borrowed or lent any relevant securities of Appreciate Group
(including, for these purposes, any financial collateral arrangements of the
kind referred to in Note 4 on Rule 4.6 of the Takeover Code); nor
(iv) entered into any dealing arrangement of the kind referred to in
Note 11 on the definition of acting in concert in the Takeover Code.
"interests in securities" for these purposes arise, in summary, when a person
has long economic exposure, whether absolute or conditional, to changes in the
price of securities (and a person who only has a short position in securities
is not treated as interested in those securities). In particular, a person
will be treated as having an 'interest' by virtue of the ownership, voting
rights or control of securities, or by virtue of any agreement to purchase,
option in respect of, or derivative referenced to, securities.
"relevant securities of Appreciate Group" are Appreciate Group Shares or
securities convertible or exchangeable into Appreciate Group Shares.
In the interests of secrecy prior to this Announcement, it has not been
practicable for PayPoint to make enquiries of all of its concert parties in
advance of the release of this Announcement. Therefore, if PayPoint becomes
aware, following the making of such enquiries, that any of its concert parties
have any such interests in relevant securities of Appreciate Group, all
relevant details in respect of PayPoint's concert parties will be included in
PayPoint's Opening Position Disclosure in accordance with Rule 8.1(a) and Note
2(a)(i) on Rule 8 of the Takeover Code which must, unless there are no such
interests of which PayPoint is aware, be made on or before 12 noon (London
time) on the 10th Business Day following the date of this Announcement.
17. Overseas Shareholders
The availability of the Acquisition and the distribution of this Announcement
to Appreciate Group Shareholders who are not resident in the United Kingdom
may be affected by the laws and/or regulations of the relevant jurisdiction.
Such persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction. Appreciate Group Shareholders
who are in any doubt regarding such matters should consult an appropriate
independent professional adviser in the relevant jurisdiction without delay.
This Announcement does not constitute an offer for sale for any securities or
an offer or an invitation to purchase any securities. Appreciate Group
Shareholders are advised to read carefully the Scheme Document and Forms of
Proxy once these have been dispatched.
18. General
The Acquisition will be made subject to the Conditions and further terms set
out in Appendix 1 to this Announcement and to be set out in the Scheme
Document. The bases and sources of certain financial information contained in
this Announcement are set out in Appendix 2 to this Announcement. A summary
of the irrevocable undertakings and the letters of intent given in relation to
the Acquisition is contained in Appendix 3 to this Announcement. Certain
terms used in this Announcement are defined in Appendix 4 to this
Announcement.
PayPoint reserves the right to elect, subject to the terms of the Co-operation
Agreement and with the consent of the Panel, to implement the Acquisition by
way of a Takeover Offer for the entire issued and to be issued share capital
of Appreciate Group, as an alternative to the Scheme. In such an event, such
offer will be implemented on the same terms (subject to appropriate amendments
as described in Part B of Appendix 1), so far as applicable, as those which
would apply to the Scheme.
If the Acquisition is effected by way of a Takeover Offer and such offer
becomes or is declared unconditional in all respects and sufficient
acceptances are received, PayPoint intends to make a request to the London
Stock Exchange to cancel admission of the Appreciate Group Shares to trading
on AIM and exercise its rights to apply the provisions of Chapter 3 of Part 28
of the Companies Act 2006 to acquire compulsorily the remaining Appreciate
Group Shares in respect of which the Takeover Offer has not been accepted.
The Scheme will be governed by English law and will be subject to the
jurisdiction of the courts of England and Wales. The Scheme will be subject to
the applicable requirements of the Takeover Code, the Panel, the AIM Rules,
the London Stock Exchange and the FCA.
Jefferies has given and not withdrawn its consent to the publication of this
Announcement with the inclusion herein of the references to its name in the
form and context in which it appears.
Liberum has given and not withdrawn its consent to the publication of this
Announcement with the inclusion herein of the references to its name in the
form and context in which it appears.
Herax Partners has given and not withdrawn its consent to the publication of
this Announcement with the inclusion herein of the references to its name in
the form and context in which it appears.
19. Documents available on website
Copies of the following documents will be made available on Appreciate Group's
website at www.appreciategroup.co.uk/investors and on PayPoint's website at
corporate.paypoint.com by no later than 12 noon London time on the Business
Day following this Announcement until the end of the Acquisition:
· a copy of this Announcement;
· the irrevocable undertakings and the letters of intent referred to in
paragraph 6 above and summarised in Appendix 3 to this Announcement;
· the Co-operation Agreement;
· the Confidentiality Agreement referred to in paragraph 12 above;
· the Amended Facility Agreement; and
· the written consents of Jefferies, Liberum and Herax Partners.
Copies of the documents required to be made available under Rule 26.3 of the
Takeover Code will be made available, 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
corporate.paypoint.com from the time the Scheme Document is published until
the end of the Acquisition.
Advisers
Jefferies is acting as financial adviser and corporate broker to PayPoint in
respect of the Acquisition.
Pinsent Masons LLP is acting as legal adviser to PayPoint.
Liberum is acting as lead financial adviser, nominated adviser and corporate
broker to Appreciate Group.
Herax Partners is acting as joint financial adviser and Rule 3 adviser to
Appreciate Group.
Addleshaw Goddard LLP is acting as legal adviser to Appreciate Group.
This announcement is being made on behalf of Appreciate Group by Gareth
Griffiths, Company Secretary of Appreciate Group.
Enquiries:
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
Appreciate Group
Guy Parsons, Executive Chairman
Tel: 020 3128 8193
Julian Coghlan, Interim Chief Executive Officer
Liberum Capital Limited (Lead financial adviser, nominated adviser and 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 Communications (Public relations adviser to Appreciate Group)
Reg Hoare
Tel: 020 3128 8193
Katie
Hunt
appreciateGroup@mhpc.com
Charles Hirst
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, including details of how to vote in respect
of the resolution proposed in connection with 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.
Appreciate Group and PayPoint urge Appreciate Group Shareholders to read the
Scheme Document when it becomes available because it will contain important
information relating to the Acquisition, the New PayPoint Shares and the
PayPoint Group.
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 will be
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 will be 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
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 that may be included in 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.
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 (http://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.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% 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) of the Takeover Code
applies must be made by no later than 3.30 p.m. (London time) on the 10th
Business Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day
following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule 8 of the
Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the
Takeover Code applies must be made by no later than 3.30 p.m. (London time) on
the Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3 of the Takeover
Code.
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 of the Takeover Code).
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 (http://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.
Right to switch to a Takeover Offer
PayPoint reserves the right to elect, subject to the terms of the Co-operation
Agreement and with the consent of the Panel, to implement the Acquisition by
way of a Takeover Offer for the entire issued and to be issued share capital
of Appreciate Group as an alternative to the Scheme. In such an event, the
Takeover Offer will be implemented on the same terms or, if PayPoint so
decides, on such other terms being no less favourable (subject to appropriate
amendments), so far as applicable, as those which would apply to the Scheme
and subject to the amendment referred to in Part B of Appendix 1 to this
Announcement.
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
corporate.paypoint.com 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.
Information relating to Appreciate Group Shareholders
Please be aware that addresses, electronic addresses and certain information
provided by Appreciate Group Shareholders, persons with information rights and
other relevant persons for the receipt of communications from Appreciate Group
may be provided to PayPoint 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.
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. 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
them in relation to the Acquisition should be in hard copy form.
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.
Rule 2.9
For the purposes of Rule 2.9 of the Takeover Code, Appreciate Group confirms
that, as at the Latest Practicable Date, it had in issue 186,347,228 ordinary
shares of 2 pence each. The International Securities Identification Number
("ISIN") number of the ordinary shares is GB0006710643.
For the purposes of Rule 2.9 of the Takeover Code, PayPoint confirms that, as
at the Latest Practicable Date, it had in issue 68,981,053 ordinary shares of
1/3 pence each. The ISIN number of the ordinary shares is GB00B02QND93.
Appendix 1
CONDITIONS AND FURTHER TERMS OF THE ACQUISITION
PART A: CONDITIONS TO THE SCHEME AND THE ACQUISITION
Long Stop Date
1. The Acquisition will be conditional upon the Scheme becoming
unconditional and becoming Effective, subject to the Takeover Code, by not
later than 11.59 p.m. on the Long Stop Date or such later date (if any) as
PayPoint and Appreciate Group may, with the consent of the Panel, agree and
(if required) the Court may allow.
Scheme approval
2. The Scheme will be conditional upon:
(a) (i) its approval by a majority in
number of the Scheme Shareholders representing at least 75 per cent. of the
voting rights attaching to the Scheme Shares voted by those Scheme
Shareholders (or relevant classes thereof) who are on the register of members
of Appreciate Group at the Scheme Voting Record Time and who are present and
vote, either in person or by proxy, at the Court Meeting and at any separate
class meeting which may be required by the Court (or at any adjournment of
that meeting); and
(ii) such Court Meeting and any separate class meeting which may
be required by the Court or any adjournment of any such meeting being held on
or before the 22nd day after the expected date of the Court Meeting to be set
out in the Scheme Document in due course (or such later date (if any) as may
be agreed by PayPoint and Appreciate Group, with the consent of the Panel and
as the Court may allow).
(b) (i) the resolution required to approve actions
necessary to implement the Scheme and adopt the Amended Appreciate Group
Articles being duly passed by the requisite majority or majorities of
Appreciate Group Shareholders at the General Meeting (or at any adjournment
thereof); and
(ii) the General Meeting or any adjournment of that meeting
being held on or before the 22nd day after the expected date of the General
Meeting as set out in the Scheme Document (or such later date (if any) as may
be agreed by PayPoint and Appreciate Group, with the consent of the Panel and
as the Court may allow).
(c) (i) the sanction of the Scheme by the Court
(with or without modification but subject to any such modification being on
terms acceptable to Appreciate Group and PayPoint) and the delivery of a copy
of the Court Order to the Registrar of Companies; and
(ii) the Court Hearing being held on or before the 22nd
day after the expected date of the Court Hearing to be set out in the Scheme
Document in due course (or such later date (if any) as may be agreed by
PayPoint and Appreciate Group, with the consent of the Panel and as the Court
may allow).
In addition, subject as stated in Part B below, and to the requirements of the
Panel, the Acquisition will be conditional upon the following Conditions and,
accordingly, the necessary actions for the Scheme to become Effective will not
be taken unless such Conditions (as amended if appropriate) have been
satisfied or, where relevant, waived:
FCA change in control
3. the FCA:
(a) giving written notice in accordance with section 189(4) or
189(7) of FSMA of its approval of the acquisition of control (within the
meaning of section 181 of FSMA) of the Appreciate Group Regulated Entity
either unconditionally or with conditions satisfactory to PayPoint; or
(b) being treated as having given such approval pursuant to
section 189(6) of FSMA;
4. Admission of New PayPoint Shares
(a) the FCA having acknowledged to PayPoint or its agent
(and such acknowledgement not having been withdrawn) that the application for
the admission of the New PayPoint Shares to the Official List with a premium
listing has been approved and (after satisfaction of any conditions to which
such approval is expressed to be subject ("listing conditions")) will become
effective as soon as a dealing notice has been issued by the FCA and any
listing conditions having been satisfied; and
(b) the London Stock Exchange having acknowledged to PayPoint or its
agent (and such acknowledgement not having been withdrawn) that the New
PayPoint Shares will be admitted to trading on the London Stock Exchange's
Main Market for listed securities;
Notifications, waiting periods and authorisations
5. all filings, or applications and/or notifications which are deemed
by PayPoint to be necessary or appropriate having been made in connection with
the Acquisition and all necessary waiting and other time periods (including
any extensions thereof) under any applicable legislation or regulation of any
jurisdiction having expired, lapsed or been terminated (as appropriate) and
all statutory or regulatory obligations in any jurisdiction having been
complied with in connection with the Scheme, the Acquisition, its
implementation or the acquisition by any member of the Wider PayPoint Group of
any shares or other securities in, or control of, Appreciate Group and all
authorisations, orders, grants, recognitions, determinations, confirmations,
consents, licences, clearances, permissions, exemptions and approvals which
are deemed necessary or appropriate by PayPoint or any member of the Wider
PayPoint Group for or in respect of the Acquisition including without
limitation, its implementation or the proposed direct or indirect acquisition
of any shares or other securities in, or control of, Appreciate Group or any
member of the Wider Appreciate Group by any member of the Wider PayPoint Group
having been obtained in terms and in a form satisfactory to PayPoint from all
appropriate Third Parties or persons or bodies with whom any member of the
Wider Appreciate Group or Wider PayPoint Group has entered into contractual
arrangements and all such authorisations, orders, grants, recognitions,
determinations, confirmations, consents, licences, clearances, permissions,
exemptions and approvals which are deemed by PayPoint to be necessary or
appropriate to carry on the business of any member of the Wider Appreciate
Group in any jurisdiction having been obtained in each case where the direct
consequence of a failure to make such notification or filing or to wait for
the expiry, lapse or termination of any such waiting or other time period or
to comply with such obligation or obtain such authorisations, orders, grants,
recognitions, determinations, confirmations, consents, licences, clearances,
permissions, exemptions and approvals would be unlawful in any relevant
jurisdiction or have an adverse effect on the Wider Appreciate Group, any
member of the Wider PayPoint Group or the ability of PayPoint to implement the
Scheme and all such authorisations, orders, grants, recognitions,
determinations, confirmations, consents, licences, clearances, permissions,
exemptions and approvals remaining in full force and effect and all filings
necessary for such purpose having been made and there being no notice or
intimation of any intention to revoke or not to renew any of the same at the
time at which the Acquisition becomes otherwise Effective and all necessary
statutory or regulatory obligations in any jurisdiction having been complied
with;
General antitrust and regulatory
6. no Third Party having given notice of a decision to take,
institute, implement or threaten any action, proceeding, suit, investigation,
enquiry or reference (and, in each case, not having withdrawn the same), or
having required any action to be taken or otherwise having done anything, or
having enacted, made or proposed any statute, regulation, decision or order,
or change to published practice or having taken any other steps, and there not
continuing to be outstanding any statute, regulation, decision or order, which
in each case would or might reasonably be expected to:
(a) require, prevent or delay the divestiture, or alter the terms
envisaged for any proposed divestiture by any member of the Wider PayPoint
Group or any member of the Wider Appreciate Group of all or any portion of
their respective businesses, assets or property or impose any limitation on
the ability of any of them to conduct their respective businesses (or any of
them or any part thereof) or to own, control or manage any of their respective
assets or properties or any part thereof which, in any such case, is material
in the context of the Wider PayPoint Group or the Wider Appreciate Group in
either case taken as a whole;
(b) require, prevent or delay the divestiture by any member of the
Wider PayPoint Group of any shares or other securities in Appreciate Group;
(c) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider PayPoint Group directly or
indirectly to acquire or to hold or to exercise effectively all or any rights
of ownership in respect of shares or loans or securities convertible into
shares or any other securities (or the equivalent) in any member of the Wider
Appreciate Group or the Wider PayPoint Group or on the ability of any member
of the Wider Appreciate Group or any member of the Wider PayPoint Group
directly or indirectly to hold or exercise effectively any rights of ownership
in respect of shares or other securities (or the equivalent) in, or to
exercise voting or management control over any such member;
(d) otherwise adversely affect the business, assets, profits or
prospects of any member of the Wider PayPoint Group or of any member of the
Wider Appreciate Group to an extent which is material in the context of the
Wider PayPoint Group or the Wider Appreciate Group in either case taken as a
whole;
(e) make the Acquisition or its implementation, or the acquisition
or proposed acquisition by PayPoint or any member of the Wider PayPoint Group
of any shares or other securities in, or under the control of Appreciate Group
void, illegal, and/or unenforceable under the laws of any jurisdiction, or
otherwise, directly or indirectly, restrain, restrict, prohibit, delay or
otherwise interfere with the same, or impose additional conditions or
obligations with respect thereto;
(f) except pursuant to the implementation of the Acquisition, require
any member of the Wider PayPoint Group or the Wider Appreciate Group to
acquire or offer to acquire any shares or other securities (or the equivalent)
or interest in any member of the Wider Appreciate Group or the Wider PayPoint
Group owned by any third party;
(g) impose any limitation on the ability of any member of the Wider
Appreciate Group or the Wider PayPoint Group to conduct, integrate or
co-ordinate its business, or any part of it, with their respective businesses
with all or any part of their respective businesses with any other member of
the Wider Appreciate Group and/or the Wider PayPoint Group which is adverse to
the Wider PayPoint Group or the Wider Appreciate Group, in either case taken
as a whole or in the context of the Acquisition; or
(h) result in any member of the Wider Appreciate Group or the Wider
PayPoint Group ceasing to be able to carry on business under any name under
which it presently does so,
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could decide to take, institute,
implement or threaten any action, proceeding, suit, investigation, enquiry or
reference or take any other step under the laws of any jurisdiction in respect
of the Acquisition or proposed acquisition of any Appreciate Group Shares or
otherwise intervene having expired, lapsed or been terminated;
Certain matters arising as a result of any arrangement, agreement, etc.
7. save as Disclosed, there being no provision of any agreement,
arrangement, licence, permit, franchise, lease or other instrument to which
any member of the Wider Appreciate Group is a party or by or to which any such
member or any of its assets is or may be bound, entitled or subject, or any
event or circumstance, which as a consequence of the Acquisition or the
proposed acquisition by any member of the Wider PayPoint Group of any shares
or other securities (or equivalent) in Appreciate Group or because of a change
in the control or management of any member of the Wider Appreciate Group or
otherwise, could or might reasonably be expected to result in any of the
following to an extent which is material and adverse in the context of the
Wider Appreciate Group, or the Wider PayPoint Group, in either case taken as a
whole:
(a) any moneys borrowed by or any other indebtedness or liabilities
(actual or contingent) of, or grant available to any such member, being or
becoming repayable or capable of being declared repayable immediately or
earlier than their or its stated maturity date or repayment date or the
ability of any such member to borrow monies or incur any indebtedness being
withdrawn or inhibited or being capable of becoming or being withdrawn or
inhibited;
(b) any such agreement, arrangement, licence, permit or instrument or
the rights, liabilities, obligations or interests of any such member
thereunder being terminated or adversely modified or affected or any
obligation or liability arising or any action being taken or arising
thereunder;
(c) any asset or interest of, or any asset the use of which is
enjoyed by, any member being or failing to be disposed of or charged or
ceasing to be available to any such member or any right arising under which
any such asset or interest could be required to be disposed of or charged or
could cease to be available to any such member other than in the ordinary
course of business;
(d) the creation or enforcement of any mortgage, charge,
encumbrance or other security interest over the whole or any part of the
business, property, assets or interest of any such member;
(e) the rights, liabilities, obligations or interests of any such
member under any such agreement, arrangement, licence, permit or instrument
or the business of any such member with, any person, firm, company or body
(or any agreement or arrangement relating to any such interest or business)
being or becoming capable of being terminated, adversely modified or affected
or any onerous obligation or liability arising or any adverse action being
taken thereunder;
(f) the value of any such member or its financial or trading
position or prospects being prejudiced or adversely affected;
(g) any such member ceasing to be able to carry on business under
any name under which it presently does so;
(h) the creation or acceleration of any liability, actual or
contingent, by any such member other than trade creditors or other liabilities
incurred in the ordinary course of business; or
(i) the business, assets, value, financial or trading position,
profits, prospects or operational performance of any such member being
prejudiced or adversely affected.
Certain events occurring since 31 March 2022
8. save as Disclosed, no member of the Wider Appreciate
Group having, since 31 March 2022:
(a) save as between Appreciate Group and wholly-owned subsidiaries
of Appreciate Group or for Appreciate Group Shares issued under or pursuant to
the exercise of options and vesting of awards granted under the Appreciate
Group Share Plans, issued or agreed to issue, authorised or proposed the issue
of additional shares of any class;
(b) save as between Appreciate Group and wholly-owned
subsidiaries of Appreciate Group or for the grant of options and awards and
other rights granted before the date of this Announcement under the Appreciate
Group Share Plans or the In-Year Awards, issued or agreed to issue, authorised
or proposed the issue of securities or securities convertible into, or
exchangeable for, shares of any class or rights, warrants or options to
subscribe for, or acquire, any such shares or convertible securities or
transferred or sold or agreed to transfer or sell or authorised or proposed
the transfer or sale of Appreciate Group Shares out of treasury;
(c) other than to Appreciate Group or another member of the
Wider Appreciate Group and save in respect of the Permitted Dividend,
recommended, declared, paid or made or resolved to recommend, declare, pay or
make any dividend or other distribution (whether payable in cash or otherwise
or made by way of bonus issue);
(d) save for intra-Wider Appreciate Group transactions, merged or
demerged with any body corporate or acquired or disposed of or transferred,
mortgaged or charged or created any security interest over any assets or any
right, title or interest in any asset (including shares and trade investments)
or authorised or proposed or announced any intention to propose any merger,
demerger, disposal, transfer, mortgage, charge or security interest, in each
case, other than in the ordinary course of business and, in each case, to the
extent which is material in the context of the Wider Appreciate Group taken as
a whole or the Acquisition;
(e) save as between Appreciate Group and its wholly-owned
subsidiaries or between such wholly-owned subsidiaries, made or authorised or
proposed or announced an intention to propose any change in its loan capital
in each case, to the extent which is material in the context of the Wider
Appreciate Group when taken as a whole;
(f) issued, authorised or proposed the issue of, or made any
change in or to, any debentures or (save for intra-Wider Appreciate Group
transactions), save in the ordinary course of business, incurred or increased
any indebtedness or become subject to any contingent liability;
(g) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect to the matters mentioned in sub-paragraphs (a) or (b)
above, made any other change to any part of its share capital in each case, to
the extent which is material in the context of the Wider Appreciate Group when
taken as a whole;
(h) save for intra-Wider Appreciate Group transactions, implemented,
effected, authorised, proposed or announced its intention to implement any
reconstruction, merger, demerger, amalgamation, scheme, commitment or other
transaction or arrangement otherwise than in the ordinary course of business;
(i) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any contract, transaction or commitment
(whether in respect of capital expenditure or otherwise) which is of a long
term, onerous or unusual nature or magnitude or which involves or could
involve an obligation of such a nature or magnitude other than in the ordinary
course of business, in each case, to the extent which is material in the
context of the Wider Appreciate Group taken as a whole;
(j) (other than in respect of a member of the Wider Appreciate
Group which is dormant and was solvent at the relevant time) taken any
corporate action or steps or had any legal proceedings started or threatened
against it in relation to the suspension of payments, a moratorium of any
indebtedness, its winding-up (voluntary or otherwise), dissolution or
reorganisation or for the appointment of a receiver, administrative receiver,
administrator, manager, trustee or similar officer of all or any part of its
assets or revenues or any analogous proceedings or equivalent steps or
proceedings in any jurisdiction or appointed any analogous person in any
jurisdiction or had any such person appointed, in each case, to the extent
which is material in the context of the Wider Appreciate Group taken as a
whole;
(k) entered into any contract, transaction or arrangement
which would be restrictive on the business of any member of the Wider
Appreciate Group or the Wider PayPoint Group other than of a nature and extent
which is normal in the context of the business concerned;
(l) waived, compromised or settled any claim or regulatory
proceeding (whether actual or threatened) otherwise than in the ordinary
course of business;
(m) except pursuant to the implementation of the Acquisition, made
any material alteration to its memorandum or articles of association or other
incorporation documents;
(n) been unable, or admitted in writing that it is unable,
to pay its debts or commenced negotiations with one or more of its creditors
with a view to rescheduling or restructuring any of its indebtedness, or
having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business;
(o) entered into any contract, commitment, arrangement or agreement
otherwise than in the ordinary course of business or passed any resolution or
made any offer (which remains open for acceptance) with respect to or
announced any intention to, or proposed to, effect any of the transactions,
matters or events referred to in this Condition 8;
(p) (A) made, proposed or agreed or consented to or procured
any change to or the custodian or trustee of any scheme having made a change
to: (i) the terms of the trust deeds, rules, policy or other governing
documents constituting the pension scheme(s) or other retirement or death
benefit arrangement established by any member of the Wider Appreciate Group
for its directors, employees, former employees or their dependents (a
"Relevant Pension Plan"); (ii) the contributions payable to a Relevant Pension
Plan or to the benefits which accrue or to the pensions which are payable
thereunder; (iii) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or determined under
any Relevant Pension Plan; (iv) the basis upon which the liabilities
(including pensions) of such pension schemes are funded, valued or made; or
(v) the manner in which the assets of such pension schemes are invested, in
each case, to the extent which is or might reasonably be expected to be
material in the context of the Wider Appreciate Group taken as a whole or
material in the context of the Acquisition; (B) entered into or propose to
enter into one of more bulk annuity contracts in relation to any Relevant
Pension Plan; or (C) carried out any act: (i) which would or could reasonably
be expected to lead to the commencement of the winding up of any Relevant
Pension Plan; (ii) which would or might create a material debt owned by an
employer to any Relevant Pension Plan; (iii) which would or might accelerate
any obligation on any employer to fund or pay additional contributions to any
Relevant Pension Plan; or (iv) which would or might give rise directly or
indirectly to a liability in respect of a Relevant Pension Plan arising out of
the operation of sections 38 to 56 inclusive of the Pensions Act 2004 in
relation to a Relevant Pension Plan;
(q) changed the trustee of any Relevant Pension Plan;
(r) proposed, agreed to provide or modified the terms of
any of the Appreciate Group Share Plans or other benefit constituting a
material change relating to the employment or termination of employment of a
material category of persons employed by the Wider Appreciate Group or which
constitutes a material change to the terms or conditions of employment of any
senior employee of the Wider Appreciate Group, save as agreed by the Panel (if
required) and by PayPoint, or entered into or changed the terms of any
contract with any director or senior executive of any member of the Wider
Appreciate Group; or
(s) taken (or agreed or proposed to take) any action which
requires, or would require, the consent of the Panel or the approval of
Appreciate Group Shareholders in a general meeting in accordance with, or as
contemplated by, Rule 21.1 of the Takeover Code;
No adverse change, litigation, regulatory enquiry or similar
9. save as Disclosed, since 31 March 2022:
(a) no adverse change or deterioration having occurred, and
no circumstance having arisen which would or might reasonably be expected to
result in any adverse change or deterioration, in the business, assets,
financial or trading position or profits or prospects or operational
performance of any member of the Wider Appreciate Group which, in any such
case, is material in the context of the Wider Appreciate Group taken as a
whole or material in the context of the Acquisition;
(b) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Wider Appreciate Group is or may become
a party (whether as a plaintiff, defendant or otherwise) and no enquiry,
review or investigation by, or complaint or reference to, any Third Party or
other investigative body against or in respect of any member of the Wider
Appreciate Group having been instituted, announced, implemented or threatened
by or against or remaining outstanding in respect of any member of the Wider
Appreciate Group which in any such case has had or might reasonably be
expected to have a material adverse effect on the Wider Appreciate Group taken
as a whole or material in the context of the Acquisition;
(c) no contingent or other liability of any member of the Wider
Appreciate Group having arisen or become apparent to PayPoint or increased
which has had or might reasonably be expected to have a material adverse
effect on the Wider Appreciate Group taken as a whole or material in the
context of the Acquisition;
(d) no enquiry, review or investigation by, or complaint or
reference to, any Third Party having been threatened, announced, implemented,
instituted by or remaining outstanding against or in respect of any member by
or the Wider Appreciate Group which in any case is material in the context of
the Wider Appreciate Group taken as a whole or material in the context of the
Acquisition;
(e) no member of the Wider Appreciate Group having conducted its
business in breach of any applicable laws and regulations and which is
material in the context of the Wider Appreciate Group as a whole or material
in the context of the Acquisition; and
(f) no steps having been taken, and no omissions have been
made, which are likely to result in the withdrawal, cancellation, termination
or modification of any licence or permit held by any member of the Wider
Appreciate Group which is necessary for the proper carrying on of its business
and the withdrawal, cancellation, termination or modification of which has
had, or would reasonably be expected to have, an adverse effect on the Wider
Appreciate Group taken as a whole or in the context of the Acquisition;
No discovery of certain matters
10. save as Disclosed, PayPoint not having discovered:
(a) that any financial, business or other information concerning the
Wider Appreciate Group disclosed at any time by or on behalf of any member of
the Wider Appreciate Group, whether publicly, to any member of the Wider
PayPoint Group or to any of their advisers or otherwise is misleading,
contains any misrepresentation of fact or omits to state a fact necessary to
make that information not misleading and which was not subsequently corrected
before the date of this Announcement by disclosure either publicly or
otherwise to PayPoint or its professional advisers, in each case, to the
extent which is material in the context of the Wider Appreciate Group taken as
a whole or is material in the context of the Acquisition;
(b) that any member of the Wider Appreciate Group is subject to any
liability (contingent or otherwise) in each case, to the extent which is
material in the context of the Wider Appreciate Group taken as a whole or
material in the context of the Acquisition; or
(c) any information which affects the import of any information
disclosed at any time by or on behalf of any member of the Wider Appreciate
Group and which is material in the context of the Wider Appreciate Group taken
as a whole or material in the context of the Acquisition;
11. save as Disclosed, PayPoint not having discovered that:
(a) any past or present member of the Wider Appreciate Group
has failed to comply in all material respect with any and/or all applicable
legislation or regulation or other requirements, of any jurisdiction with
regard to the use, treatment, handling, storage, carriage, disposal, spillage,
release, discharge, leak or emission of any waste or hazardous substance or
any substance likely to impair the environment (including property) or harm
human health or animal health or otherwise relating to environmental matters
or the health and safety of humans, or that there has otherwise been any such
use, treatment, handling, storage, carriage, disposal, spillage, release,
discharge, leak or emission (whether or not the same constituted a
non-compliance by any person with any such legislation or regulations, and
wherever the same may have taken place) any of which storage, carriage,
disposal, spillage, release, discharge, leak or emission would be likely to
give rise to any liability including any penalty for non-compliance (actual or
contingent) or cost on the part of any member of the Wider Appreciate Group
and which is material in the context of the Wider Appreciate Group taken as a
whole or material in the context of the Acquisition; or
(b) there is, or is likely to be, for any reason whatsoever,
any liability (actual or contingent) of any past or present member of the
Wider Appreciate Group to make good, remediate, repair, reinstate or clean up
any property, asset or any controlled waters now or previously owned,
occupied, operated or made use of or controlled by any such past or present
member of the Wider Appreciate Group (or on its behalf) or by any person for
which a member of the Wider Appreciate Group is or has been responsible, or in
which any such member may have or previously have had or be deemed to have had
an interest, under any environmental legislation, regulation, notice, circular
or order of any Third Party and which is material in the context of the Wider
Appreciate Group taken as a whole or material in the context of the
Acquisition; and
12. save as Disclosed, PayPoint not having discovered that:
(a) (A) any past or present member, director, officer or
employee of the Wider Appreciate Group is or has at any time engaged in any
activity, practice or conduct (or omitted to take any action) which would
constitute an offence under the Bribery Act 2010, the US Foreign Corrupt
Practices Act of 1977 or any other applicable anti-corruption or anti-bribery
law, rule or regulation (B) any person that performs or has performed services
for or on behalf of the Wider Appreciate Group is or has at any time engaged
in any activity, practice or conduct (or omitted to take any action) in
connection with the performance of such services which would constitute an
offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of
1977 or any other applicable anti-corruption or anti-bribery law, rule or
regulation or any other applicable law, rule, or regulation;
(b) any asset of any member of the Wider Appreciate Group
constitutes criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds
of crime under any other applicable law, rule, or regulation concerning money
laundering or proceeds of crime or any member of the Wider Appreciate Group is
found to have engaged in activities constituting money laundering under any
applicable law, rule, or regulation concerning money laundering;
(c) any past or present member, director, officer or
employee of the Wider Appreciate Group, or any other person for whom any such
person may be liable or responsible including any person that performs or has
performed services for or on behalf of any such person, is or at any time has
engaged in any conduct which would violate applicable economic sanctions or
dealt with, made any investments in, made any funds or assets available to or
received any funds or assets from:
(i) any government, entity or individual in respect of
which US, UK or European Union persons, or persons operating in those
territories, are prohibited from engaging in activities or doing business, or
from receiving or making available funds or economic resources, by US, UK or
European Union laws or regulations, including the economic sanctions
administered by the United States Office of Foreign Assets Control, or HMRC;
or
(ii) any government, entity or individual targeted by any of the
economic sanctions of the United Nations, the United States, the United
Kingdom, the European Union or any of its member states or any other
governmental or supranational body or authority in any jurisdiction;
(d) any past or present member, director, officer or
employee of the Wider Appreciate Group, or any other person for whom any such
person may be liable or responsible including any person that performs or has
performed services for or on behalf of any such person:
(i) has engaged in conduct which would violate any relevant
anti-terrorism laws, rules, or regulations, including but not limited to the
U.S. Anti-Terrorism Act;
(ii) has engaged in conduct which would violate any relevant
anti-boycott law, rule, or regulation or any applicable export controls,
including but not limited to the Export Administration Regulations
administered and enforced by the U.S. Department of Commerce or the
International Traffic in Arms Regulations administered and enforced by the
U.S. Department of State;
(iii) has engaged in conduct which would violate any relevant laws,
rules, or regulations concerning human rights, including but not limited to
any law, rule, or regulation concerning false imprisonment, torture or other
cruel and unusual punishment, or child labour; or
(iv) is debarred or otherwise rendered ineligible to bid for
or to perform contracts for or with any government, governmental
instrumentality, or international organisation or found to have violated any
applicable law, rule, or regulation concerning government contracting or
public procurement; or
(e) any member of the Wider Appreciate Group is or has been
engaged in any transaction which would cause any member of the Wider PayPoint
Group to be in breach of any law or regulation upon its Acquisition of
Appreciate Group, including but not limited to the economic sanctions of the
United States Office of Foreign Assets Control, or HMRC, or any other relevant
government authority, entity or individual targeted by any of the economic
sanctions of the United Nations, the United States, the United Kingdom or the
European Union or any of its member states or any other governmental or
supranational body or authority in any jurisdiction.
PART B: CERTAIN FURTHER TERMS OF THE ACQUISITION
1. To the extent permitted by law and subject to the requirements
of the Panel in accordance with the Takeover Code, PayPoint reserves the right
to waive in whole or in part any of the Conditions set out in Part A above,
except Conditions 2(a)(i), 2(b)(i), 2(c)(i), 3 and 4 which cannot be waived.
If any of the Conditions 2(a)(ii), 2(b)(ii) or 2(c)(ii) is not satisfied by
the relevant deadline specified in the relevant Condition, PayPoint will make
an announcement by 8.00 a.m. on the Business Day following such deadline
confirming whether it has invoked or waived the relevant Condition or agreed
with Appreciate Group to extend the deadline in relation to the relevant
Condition.
2. Conditions 2(a)(i), 2(b)(i) and 3 to 12 (inclusive) in Part
A above must be fulfilled or (if capable of waiver) waived by no later than
11.59 p.m. on the date immediately preceding the date of the Court Hearing (or
such later date as PayPoint, Appreciate Group, the Panel and, if required, the
Court may allow), failing which the Acquisition will lapse.
3. Under Rule 13.5(a) of the Takeover Code, PayPoint may not
invoke a Condition that is subject to Rule 13.5(a) of the Takeover Code so as
to cause the Acquisition not to proceed, to lapse or any offer to be withdrawn
unless the circumstances which give rise to the right to invoke the Condition
are of material significance to PayPoint in the context of the Acquisition.
PayPoint may only invoke a Condition that is subject to Rule 13.5(a) of the
Takeover Code with the consent of the Panel and any Condition that is subject
to Rule 13.5(a) of the Takeover Code may be waived by PayPoint. Conditions in
paragraphs 1 and 2(a)(i), 2(b)(i), 2(c)(i), 3 and 4 in Part A (and any
Takeover Offer acceptance condition adopted on the basis specified in
paragraphs 5 or 10 of this Part B) are not subject to this provision of the
Takeover Code.
4. Under Rule 13.6 of the Takeover Code, Appreciate
Group may not invoke, or cause or permit PayPoint to invoke, any condition to
the Acquisition, unless the circumstances which give rise to the right to
invoke the Condition are of material significance to Appreciate Group
Shareholders in the context of the Acquisition.
5. If PayPoint is required by the Panel to make a Takeover Offer
for Appreciate Group Shares under the provisions of Rule 9 of the Takeover
Code, PayPoint may make such alterations to any of the above Conditions and
terms of the Acquisition as are necessary to comply with the provisions of
that Rule.
6. PayPoint will be under no obligation to waive (if capable of
waiver) or to treat as fulfilled any of the Conditions by a date earlier than
the latest date for the fulfilment of that Condition notwithstanding that the
other Conditions of the Acquisition may at such earlier date have been waived
or fulfilled and that there are at such earlier date no circumstances
indicating that any of such Conditions may not be capable of fulfilment.
7. The Appreciate Group Shares to be acquired pursuant to the
Acquisition will be acquired fully paid and free from all liens, equities,
charges, encumbrances, options, rights of pre-emption and any other third
party rights and interests of any nature and together with all rights now or
hereafter attaching or accruing to them, including, without limitation, voting
rights and the right to receive and retain in full all dividends and other
distributions (if any) declared, made or paid, or any other return of capital
(whether by reduction of share capital or share premium account or otherwise)
made, in each case, by reference to a record date falling on or after the
Effective Date.
8. The Permitted Dividend may be paid to Appreciate Group
Shareholders without any reduction in the consideration payable under the
terms of the Acquisition. It is anticipated that the Permitted Dividend would
be declared before the Effective Date and paid to those Appreciate Group
Shareholders who are on Appreciate Group's register of members on a date which
is on or prior to the Effective Date.
9. Subject to the terms of the Scheme and other than in
respect to the Permitted Dividend, if, on or after the date of this
Announcement and on or prior to the Effective Date, any other dividend or
distribution is announced, PayPoint reserves the right (without prejudice to
any right of PayPoint to invoke Condition 8(c) in Part A of this Appendix 1)
to reduce the consideration payable under the terms of the Acquisition by the
amount of any such dividend or other distribution, in which case: (a) any
reference in this Announcement or in the Scheme Document to the consideration
payable under the terms of the Acquisition for the Appreciate Group Shares
will be deemed to be a reference to the consideration payable under the terms
of the Acquisition as so reduced; and (b) the relevant eligible Appreciate
Group Shareholders will be entitled to receive and retain such dividend or
distribution. To the extent that any such dividend or distribution announced,
declared or paid is: (x) transferred pursuant to the Acquisition on a basis
which entitles PayPoint to receive the dividend or distribution and to retain
it; or (y) cancelled, the consideration payable under the terms of the
Acquisition will not be subject to change in accordance with this paragraph.
Any exercise by PayPoint of its rights referred to in this paragraph shall be
the subject of an announcement and the consent of the Panel and, for the
avoidance of doubt, shall not be regarded as constituting any revision or
variation of the Acquisition.
10. PayPoint reserves the right to elect (with the consent of the
Panel and subject to the terms of the Co-operation Agreement) to implement the
Acquisition by way of a Takeover Offer as an alternative to the Scheme. In
such event, the Acquisition will be implemented on substantially the same
terms (subject to appropriate amendments, including (without limitation) an
acceptance condition set at 75 per cent. (or such lesser percentage, being
more than 50 per cent., as PayPoint may decide) of the shares to which such
offer relates, so far as applicable) as those which would apply to the Scheme.
In the event that the Acquisition is implemented by way of a Takeover Offer,
the acceptance condition shall not be capable of being satisfied until all of
the other conditions to the Takeover Offer have either been satisfied or (if
capable of waiver) waived.
11. The availability of the Acquisition to persons not resident in
the United Kingdom may be affected by the laws of the relevant jurisdictions.
Persons who are not resident in the United Kingdom should inform themselves
about and observe any applicable requirements.
12. The Acquisition is not being made, directly or indirectly, in,
into or from, or by use of the mails of, or by any means of instrumentality
(including, but not limited to, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce of, or of
any facility of a national, state or other securities exchange of, any
Restricted Jurisdiction where to do so would violate the laws of that
jurisdiction.
13. The Scheme will be governed by laws of England and Wales and
is subject to the jurisdiction of the English courts and to the Conditions and
further terms set out in this Appendix 1. The Acquisition will be subject to
the applicable requirements of the Takeover Code, the Panel, the AIM Rules,
the London Stock Exchange and the FCA.
14. Each of the Conditions will be regarded as a separate
Condition and will not be limited by reference to any other Condition.
15. The availability of the New PayPoint Shares to persons not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not subject to the laws of any jurisdiction
other than the United Kingdom should inform themselves about and observe any
applicable requirements.
16. The New PayPoint Shares to be issued under the Scheme will be
issued credited as fully paid and will rank pari passu with the PayPoint
Shares in issue at the time the New PayPoint Shares are issued pursuant to the
Acquisition, including the right to receive and retain dividends and other
distributions declared, made or paid by reference to a record date falling
after the Effective Date..
17. Fractions of the New PayPoint Shares will not be
allotted or issued pursuant to the Acquisition, but entitlements of Scheme
Shareholders will be rounded down to the nearest whole number of New PayPoint
Shares and all fractions of New PayPoint Shares will be aggregated and sold in
the market as soon as practicable after the Effective Date. The net proceeds
of such sale (after deduction of broking fees and other sale costs and
expenses, together with any tax or foreign exchange conversion fees payable on
the sale) will be distributed in due proportions to Scheme Shareholders who
would otherwise have been entitled to such fractions (rounded down to the
nearest penny), save that individual entitlements to amounts of less than
£5.00 will be retained for the benefit of the Enlarged Group.
Appendix 2
SOURCES OF INFORMATION AND BASES OF CALCULATION
1. The value placed by the Acquisition on the existing
issued and to be issued share capital of Appreciate Group on a fully diluted
basis is based upon:
(a) 186,347,228 Appreciate Group Shares in issue as at the
Latest Practicable Date (and assuming no Appreciate Group Shares held in
treasury); and
(b) up to 2,779,088 2 (#_ftn2) Appreciate Group Shares that may
be issued pursuant to the Appreciate Group Share Plans.
2. The number of Appreciate Group Shares eligible to vote on:
(a) the Scheme at the Court Meeting is 186,347,228
Appreciate Group Shares; and
(b) the Resolution to be proposed at the General Meeting is
186,347,228 Appreciate Group Shares.
3. The Closing Prices for PayPoint Shares and Appreciate Group
Shares have been derived from Bloomberg.
4. Volume-weighted average prices have been derived from
Bloomberg.
5. The enterprise value is calculated by reference to the fully
diluted equity value minus net cash of £20 million as at 31 March 2022.
6. The implied enterprise value multiple of
approximately 6.2x Appreciate Group's Adjusted EBITDA is calculated on the
basis of Appreciate Group's Adjusted EBITDA for the 12 months to 31 March 2022
of approximately £10 million.
7. Immediately following completion of the Acquisition, existing
PayPoint Shareholders will hold approximately 95 per cent. and Appreciate
Group Shareholders will hold approximately 5 per cent. of the enlarged issued
share capital of PayPoint based on the existing issued share capital of
PayPoint and the fully diluted share capital of Appreciate Group as calculated
in accordance with paragraph 1 above.
8. Unless otherwise stated, the financial information relating to
Appreciate Group is extracted from the audited consolidated financial
statements of Appreciate Group for the financial year ended 31 March 2022,
prepared in accordance with IFRS.
9. Unless otherwise stated, the financial information relating to
PayPoint is extracted from the audited consolidated financial statements of
PayPoint for the financial year ended 31 March 2022, prepared in accordance
with IFRS.
Appendix 3
IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT
1. Summary of Irrevocable Undertakings and Letters of
Intent received
Name of beneficial holder Number of Appreciate Group Shares in respect of which undertaking/letter of Percentage of issued share capital of Appreciate Group
intent is given
%
Irrevocable Undertakings
Appreciate Group Directors
Guy Parsons 56,413 0.03
John Gittins 10,000 0.01
Sally Cabrini 35,000 0.02
Other Appreciate Group Shareholders
North Atlantic Smaller Companies Investment Trust plc 18,200,000 9.77
Letters of Intent
Schroder Investment Management Limited 17,500,693 9.39
The Ramsey Partnership Fund Limited 7,486,300 4.02
Total irrevocable Undertakings and Letters of Intent 43,288,406 23.23
2. Irrevocable Undertakings from the Appreciate Group
Directors
Each of Guy Parsons, John Gittins and Sally Cabrini have given an irrevocable
undertaking to vote or procure the votes to approve the Scheme at the Court
Meeting and to vote or procure the votes in favour of the Resolution at the
General Meeting in respect of their own beneficial holdings totalling 101,413
Appreciate Group Shares in aggregate, representing approximately 0.1 per cent.
of the issued share capital of Appreciate Group as at the Latest Practicable
Date.
These irrevocable undertakings remain binding in the event a higher competing
offer is made for Appreciate Group and will only cease to be binding if:
· immediately if the Scheme Document (as the case may be) is not published
within 28 days of the date of publication of this Announcement (or within such
longer period as PayPoint and Appreciate Group may agree, with the consent of
the Panel);
· immediately if PayPoint announces, with the consent of the Panel, that it does
not intend to proceed with the Acquisition;
· immediately if the Scheme does not become wholly unconditional before 11.59
p.m. on the Long Stop Date; and
· on and from the time and date on which the Acquisition is withdrawn, lapses or
otherwise terminates in accordance with its terms.
In the event that PayPoint exercises its right to implement the Acquisition by
way of a Takeover Offer, the Appreciate Group Directors have stated that they
intend to accept or procure the acceptance of such offer.
3. Further Appreciate Group Shareholder Irrevocable
Undertaking
North Atlantic Smaller Companies Investment Trust plc has given an irrevocable
undertaking to vote or procure the votes to approve the Scheme at the Court
Meeting and to vote or procure the votes in favour of the Resolution at the
General Meeting in respect of their own beneficial holdings totalling
18,200,000 Appreciate Group Shares in aggregate, representing approximately
9.8 per cent. of the issued share capital of Appreciate Group as at the Latest
Practicable Date.
The irrevocable undertaking will cease to be binding if:
· immediately if the Scheme Document (as the case may be) is not published
within 28 days of the date of publication of this Announcement (or within such
longer period as PayPoint and Appreciate Group may agree, with the consent of
the Panel);
· immediately if PayPoint announces, with the consent of the Panel, that it does
not intend to proceed with the Acquisition;
· immediately if the Scheme does not become wholly unconditional before 11.59
p.m. on the Long Stop Date;
· prior to either (i), where the Acquisition is being implemented by way of a
Scheme, the holding of the Court Meeting, or (ii) where the Acquisition is
being implemented by way of an Offer, the Offer being declared unconditional
as to acceptances:
o a third party announces a firm intention to make an offer (or revised
offer) (in accordance with Rule 2.7 of the Takeover Code) to acquire the
Appreciate Group Shares;
o such third party offer exceeds the offer price by at least 10 per cent.
at the time that the third party offer is announced (a Higher Competing
Offer); and
o a period of five days has elapsed from the rule 2.7 announcement in
respect of the Higher Competing Offer without PayPoint having revised the
terms of the Acquisition to increase the Offer Price to an amount equal to or
exceeding the value of the consideration per Appreciate Group Share of the
Higher Competing Offer,
then all obligations pursuant to this undertaking shall immediately lapse at
11.59 p.m. on the fourteenth day following the date of the announcement of a
Higher Competing Offer; and
· on and from the time and date on which the Acquisition is withdrawn, lapses or
otherwise terminates in accordance with its terms.
4. Appreciate Group Shareholder Letters of Intent
PayPoint has obtained the following non-binding letters of intent to vote in
favour of the resolutions relating to the Acquisition at the Court Meeting and
the General Meeting in respect of their own beneficial and connected holdings
of Appreciate Group Shares:
Name Number of Appreciate Group Shares in respect of which letter of intent is Percentage of issued share capital of Appreciate Group
given
%
Schroder Investment Management Limited 17,500,693 9.4
The Ramsey Partnership Fund Limited 7,486,300 4.0
Appendix 4
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context requires otherwise:
"Acquisition" the proposed direct or indirect recommended acquisition by PayPoint of the
entire issued and to be issued share capital of Appreciate Group, to be
implemented by means of the Scheme (or by way of a Takeover Offer under
certain circumstances described in this Announcement) and, where the context
requires, any subsequent revision, variation, extension or renewal thereof;
"Adjusted EBITDA" earnings before interest, tax, depreciation and amortisation adjusted for
exceptional items;
"Admission" admission of the New PayPoint Shares to the premium listing segment of the
Official List and to trading on the Main Market of the London Stock Exchange;
"AIM" or "AIM Market" AIM, a market of the London Stock Exchange;
"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange, as amended
from time to time;
"Amended Appreciate Group Articles" the Appreciate Group Articles, as amended to include provisions, in terms
approved by PayPoint, that avoid any person (other than PayPoint or its
nominee) remaining as a holder of Appreciate Group Shares after the Effective
Date, such proposed amendment to be set out in full in the notice of the
General Meeting;
"Amended Facility Agreement" the amended and restated term and revolving facilities agreement entered into
between, among others, PayPoint, the arrangers and original lenders listed
therein and Lloyds Bank plc as agent on 7 November 2022;
"Announcement" this announcement;
"Appreciate Group" Appreciate Group plc a public company limited by shares incorporated in
England and Wales with registered number 01711939 and which has its registered
office at Valley Rd, Birkenhead, Merseyside, CH41 7ED;
"Appreciate Group Articles" the articles of association of Appreciate Group as at the date of this
Announcement;
"Appreciate Group Directors" or "Appreciate Group Board" the directors of Appreciate Group;
"Appreciate Group Regulated Entity" means Park Card Services Limited;
"Appreciate Group Share Plans" the IP and SAYE;
"Appreciate Group Shareholders" the holders of Appreciate Group Shares;
"Appreciate Group Shares" the existing unconditionally allotted or issued and fully paid ordinary shares
of 2 (two) pence each in the capital of Appreciate Group and any further such
ordinary shares which are unconditionally allotted or issued before the
Effective Date;
"B2B" business-to-business;
"B2C" business-to-consumer;
"Business Day" a day (other than Saturdays, Sundays and public holidays in the UK) on which
banks are generally open for normal business in the City of London;
"C2DE" the NRS social grades C2 (skilled working class), D (working class) and E
(non-working);
"Closing Price" the closing middle market price of a Appreciate Group Share or a PayPoint
Share (as relevant) on a particular trading day as derived from the Daily
Official List;
"Conditions" the conditions to the implementation of the Acquisition, as set out in
Appendix 1 to this Announcement and to be set out in the Scheme Document, and
"Condition" means any one of them;
"Confidentiality Agreement" the confidentiality agreement between PayPoint and Appreciate Group dated 1
September 2022, a summary of which is set out in paragraph 12 of this
Announcement;
"Co-operation Agreement" the co-operation agreement between PayPoint and Appreciate Group dated 7
November 2022, a summary of which is set out in paragraph 12 of this
Announcement;
"Court" the High Court of Justice in England and Wales;
"Court Hearing" the hearing at which the Court sanctions the Scheme under section 899 of the
Companies Act 2006;
"Court Meeting" the meeting of Scheme Shareholders to be convened pursuant to an order of the
Court pursuant to section 896 of the Companies Act 2006, notice of which will
be set out in the Scheme Document, for the purpose of considering and, if
thought fit, approving the Scheme, including any adjournment thereof;
"Court Order" the order of the Court sanctioning the Scheme;
"CREST" the system for the paperless settlement of trades in securities and the
holding of uncertificated securities operated by Euroclear;
"Daily Official List" the Daily Official List published by the London Stock Exchange;
"Dealing Disclosure" an announcement pursuant to Rule 8 of the Takeover Code containing details of
dealings in interests in relevant securities of a party to an offer;
"Disclosed" the information which has been fairly disclosed by, or on behalf of Appreciate
Group: (i) in the information made available to PayPoint (or PayPoint's
advisers) in the data room established by Appreciate Group for the purposes of
the Acquisition prior to the date of the Announcement; (ii) in the annual
report of Appreciate Group for the financial year ended 31 March 2022; (iii)
in this Announcement; (iv) in any other announcement to a Regulatory
Information Service by, or on behalf of, Appreciate Group before the date of
this Announcement; or (v) as otherwise fairly disclosed by or on behalf of
Appreciate Group to PayPoint (or their respective officers, employees, agents
or advisers) before the date of this Announcement;
"Disclosure Guidance and Transparency Rules" the disclosure guidance and transparency rules made by the FCA under Part VI
of the FSMA;
"Effective Date" the date on which either: (i) the Scheme becomes effective in accordance with
its terms; or (ii) (if PayPoint elects to implement the Acquisition by way of
a Takeover Offer), the date on which such Takeover Offer becomes or is
declared unconditional in all respects in accordance with the requirements of
the Takeover Code, and "Effective" shall be construed accordingly;
"EpoS" electric point of sale;
"Enlarged Group" the enlarged group following the Acquisition comprising the PayPoint Group and
the Wider Appreciate Group;
"Euroclear" Euroclear UK and International Limited;
"Excluded Shares" any Appreciate Group Shares registered in the name of or beneficially held by
PayPoint or any other member of the Wider PayPoint Group or any of their
respective members or nominees; any Appreciate Group Shares held in Treasury;
and any other Appreciate Group Shares which PayPoint and Appreciate Group
agree will not be subject to the Scheme;
"FCA" or "Financial Conduct Authority" the Financial Conduct Authority acting in its capacity as the competent
authority for the purposes of Part VI of the UK Financial Services and Markets
Act 2000, or any successor regulatory body;
"Forms of Proxy" the forms of proxy in connection with each of the Court Meeting and General
Meeting which will accompany the Scheme Document;
"FSMA" the Financial Services and Markets Act 2000, as amended from time to time;
"General Meeting" the general meeting of Appreciate Group Shareholders (including any
adjournment thereof) to be convened for the purposes of seeking approval of
the Resolution to be adopted in connection with the Scheme, notice of which
will be set out in the Scheme Document;
"Herax Partners" Herax Partners LLP;
"IFRS" International Financial Reporting Standards;
"In-Year Awards" means incentive awards granted or to be granted under the IP with a
performance period relating to the 1 April 2022 - 31 March 2023 financial year
of Appreciate Group;
"IP" the Appreciate Group Incentive Plan, adopted on 14 January 2021;
"ISIN" International Securities Identification Number;
"Jefferies" Jefferies International Limited;
"Latest Practicable Date" 4 November 2022;
"Liberum" Liberum Capital Limited;
"London Stock Exchange" London Stock Exchange plc;
"Long Stop Date" 5 June 2023 or such later date as may be agreed by Appreciate Group and
PayPoint (with the Panel's consent);
"Market Abuse Regulation" the UK version of EU Regulation No. 596/2014, which has effect in English law
by virtue of the European Union (Withdrawal) Act 2018, as amended by the
Market Abuse (Amendment) (EU Exit) Regulations 2019;
"New PayPoint Shares" the new PayPoint Shares, to be allotted and issued pursuant to the Scheme and
the Acquisition (as the context so requires);
"Offer Period" the offer period (as defined by the Takeover Code) relating to Appreciate
Group, which commenced on the date of this Announcement;
"Official List" the official list maintained by the FCA pursuant to Part 6 of the FSMA;
"Opening Position Disclosure" has the same meaning as in Rule 8 of the Takeover Code;
"Overseas Shareholders" Appreciate Group Shareholders (or nominees of, or custodians or trustees for
Appreciate Group Shareholders) not resident in, or nationals or citizens of
the United Kingdom;
"Panel" the Panel on Takeovers and Mergers;
"PayPoint" PayPoint plc, a public limited company registered in England and Wales with
registered number 03581541, whose registered office is at 1 The Boulevard,
Shire Park, Welwyn Garden City, Hertfordshire, AL7 1EL;
"PayPoint Directors" or "PayPoint Board" the board of directors of PayPoint from time to time and "PayPoint Director"
shall mean any one of them;
"PayPoint Group" PayPoint and its subsidiary undertakings and, where the context permits, each
of them;
"PayPoint Shareholders" holders of PayPoint Shares from time to time;
"PayPoint Shares" ordinary shares of 1/3 pence each in PayPoint from time to time;
"Permitted Dividend" any interim dividend of up to 0.8 pence per Appreciate Group Share which is
declared by the board of Appreciate Group and paid in respect of the six-month
period ending 30 September 2022;
"Regulatory Information Service" a service approved by the London Stock Exchange for the distribution to the
public of announcements and included within the list maintained on the London
Stock Exchange's website;
"Relevant Pension Plans" means the Park Food Group plc Pension Scheme and Park Group Pension Scheme;
"Resolution" such shareholder resolution of Appreciate Group as is necessary to approve,
implement and effect the Scheme and the Acquisition, including (without
limitation) the resolution to approve the Amended Appreciate Group Articles;
"Restricted Jurisdiction" any jurisdiction into which, or from which, making the Acquisition or this
Announcement available would violate the laws of that jurisdiction;
"SAYE" means the Appreciate Group SAYE Plan;
"Scheme" the proposed scheme of arrangement under Part 26 of the Companies Act 2006
between Appreciate Group and Appreciate Group Shareholders in connection with
the Acquisition, with or subject to any modification, addition or condition
approved or imposed by the Court and agreed by Appreciate Group and PayPoint;
"Scheme Document" the document to be sent to Appreciate Group Shareholders containing, amongst
other things, the full terms and conditions of the Scheme and the notices
convening the Court Meeting and General Meeting;
"Scheme Record Time" the time and date specified in the Scheme Document, expected to be 6.00 p.m.
on the Business Day immediately prior to the Effective Date;
"Scheme Shareholder" a holder of Scheme Shares;
"Scheme Shares" all Appreciate Group Shares:
(i) in issue at the date of the Scheme Document;
(ii) (if any) issued after the date of the Scheme Document and
before the Scheme Voting Record Time; and
(iii) (if any) issued at or after the Scheme Voting Record Time
but on or before the Scheme Record Time either on terms that the original or
any subsequent holders thereof are bound by the Scheme or in respect of which
such holders are, or shall have agreed in writing to be, so bound,
and, in each case (where the context requires), remaining in issue at the
Scheme Record Time, but excluding any Excluded Shares;
"Scheme Voting Record Time" the date and time specified in the Scheme Document by reference to which
entitlement to vote at the Court Meeting will be determined, expected to be
6.00 p.m. on the day which is two days before the Court Meeting or, if the
Court Meeting is adjourned, 6.00 p.m. on the day which is two days before the
date of such adjourned Court Meeting;
"Significant Interest" in relation to an undertaking, a direct or indirect interest of 20 per cent,
or more of the total voting rights conferred by the equity share capital (as
defined in section 548 of the Companies Act 2006) of such undertaking or the
relevant partnership interest;
"SME" small and medium enterprise;
"Takeover Code" the City Code on Takeovers and Mergers;
"Takeover Offer" a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act 2006;
"Third Party" any relevant central bank, government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental, administrative, fiscal or
investigative body, court, trade agency, association, institution,
environmental body, employee representative body, any entity owned or
controlled by any relevant government or state or any body or person
whatsoever in any jurisdiction;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;
"United Nations" the international organisation founded in 1945 with 193 Member States;
"United States" or "US" the United States of America, its territories and possessions, any state of
the United States of America, the District of Columbia and all other areas
subject to its jurisdiction and any political sub-division thereof;
"US Exchange Act" the United States Securities Exchange Act of 1933, and the rules and
regulations promulgated thereunder;
"Wider Appreciate Group" Appreciate Group and its subsidiary and associated undertakings and any other
body corporate, partnership, joint venture or person in which Appreciate Group
and all such undertakings (aggregating their interests) have a Significant
Interest; and
"Wider PayPoint Group" PayPoint and its subsidiary and associated undertakings and any other body
corporate, partnership, joint venture or person in which PayPoint and all such
undertakings (aggregating their interests) have a Significant Interest.
For the purposes of this Announcement, "subsidiary", "subsidiary undertaking",
"undertaking" and "associated undertaking" have the respective meanings given
thereto by the Companies Act 2006.
All references to "pounds", "pounds Sterling", "Sterling", "£", "pence",
"penny" and "p" are to the lawful currency of the Unite Kingdom.
All the times referred to in this Announcement are London (UK) times unless
otherwise stated.
References to the singular include the plural and vice versa.
1 (#_ftnref1) Potential financial benefits relating to revenue synergies
have not been quantified for reporting under the Takeover Code.
2 (#_ftnref2) This number reflects: (i) with respect to the IP, the maximum
number of Appreciate Group Shares which could be issued pursuant to
outstanding options, together with an estimate of the maximum number
Appreciate Group Shares which could be issued pursuant to options granted in
connection with the In-year Awards, assuming a Appreciate Group Share price of
28 pence at the time of option grant; and (ii) with respect to the SAYE, this
number assumes pro-rating as at 31 January 2024, based on the participants'
contributions to that date.
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