REG - Sanne Group PLC - Acquisition update - Cancellation of listing

Rothschild & Co SCAAnnouncement

05/08/2022 11:15

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RNS Number : 0959V  Sanne Group PLC  05 August 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 OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

5 August 2022

Sanne Group plc

(Sanne)

Acquisition update

Cancellation of listing

 

Further to the announcement of 4 August 2022, Sanne confirms that the listing
of the Sanne Shares on the premium listing segment of the Official List and
the trading of Sanne Shares on the London Stock Exchange's main market for
listed securities has been cancelled with effect from 8.00 a.m. today.

All times shown are London times. Capitalised terms in this announcement
(Announcement), unless otherwise defined, have the same meaning as set out in
the scheme document in relation to the Acquisition which was published by
Sanne on 10 September 2021 and all references to times in this Announcement
are to London time unless otherwise stated.

Enquiries

 Sanne                                                                          +44 (0) 20 3327 9720

 Martin Schnaier, James Ireland

 J.P. Morgan Securities plc ("J.P. Morgan Cazenove") (Joint Financial Adviser   +44 (0) 20 7742 4000
 and Joint Corporate Broker to Sanne)

 Nicholas Hall, Jeremy Capstick, Celia Murray, Harmeet Singh Chadha

 Jefferies International Limited ("Jefferies") (Joint Financial Adviser and     +44 (0) 20 7029 8000
 Joint Corporate Broker to Sanne)

 Philip Noblet, Daniel Frommelt, Simon Hardy, James Thomlinson, William Brown

 Tulchan Communications LLP ("Tulchan") (Media Relations Adviser to Sanne)      +44 (0) 20 7353 4200

 Tom Murray, Harry Cameron

 Apex                                                                           +44 (0) 20 3961 1436

 Rosie Guest

 Merrill Lynch International ("BofA Securities") (Joint Financial Adviser to    +44 (0) 20 7628 1000
 Apex Parent)

 Geoff Iles, Jack Williams

 N.M. Rothschild & Sons Limited ("Rothschild & Co") (Joint Financial            +44 (0) 20 7280 5000
 Adviser to Apex Parent)

 Ravi Gupta, Martin Tomaszewski, David Morrison

Further information

This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer, invitation or the solicitation
of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any
sale, issuance or transfer of securities of Sanne in any jurisdiction in
contravention of applicable law.  This Announcement does not constitute a
prospectus, prospectus equivalent document or an exempted document.

J.P. Morgan Securities plc, which conducts its UK investment banking business
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), which is authorised in the
UK by the Prudential Regulatory Authority and regulated in the UK by the
Financial Conduct Authority and the Prudential Regulatory Authority, is acting
as financial adviser exclusively for Sanne and no one else in connection with
the Acquisition and will not regard any other person as its client in relation
to the Acquisition and will not be responsible to anyone other than Sanne for
providing the protections afforded to clients of J.P. Morgan Cazenove or its
affiliates, nor for providing advice in connection with the Acquisition or any
matter or arrangement referred to herein.

Jefferies International Limited ("Jefferies"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively for Sanne
and no one else in connection with the matters set out in this Announcement
and will not be responsible to anyone other than Sanne for providing the
protections afforded to clients of Jefferies nor for providing advice in
relation to the matters referred to in this Announcement. Neither Jefferies
nor any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of
Jefferies in connection with this Announcement, any statement contained herein
or otherwise.

BofA Securities, a subsidiary of Bank of America Corporation, which is
authorised by the PRA and regulated by the FCA and the PRA in the United
Kingdom, is acting exclusively for Apex Parent in connection with the matters
set out in this Announcement and for no one else and will not be responsible
to anyone other than Apex Parent for providing the protections afforded to its
clients or for providing advice in relation to the subject matter of this
Announcement or any other matters referred to in this Announcement. Neither
BofA Securities, nor any of its affiliates, owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of BofA Securities in connection with this Announcement, any statement
contained herein or otherwise.

Rothschild & Co, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for Apex Parent and no one else in
connection with the matters described in this Announcement and will not be
responsible to anyone other than Apex Parent for providing the protections
afforded to clients of Rothschild & Co nor for providing advice in
connection with any matter referred to herein. Neither Rothschild & Co nor
any of its affiliates (nor their respective directors, officers, employees or
agent) owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Rothschild & Co in
connection with this Announcement, any statement contained herein, the
Acquisition or otherwise.

Overseas jurisdictions

The availability of the Acquisition to Sanne Shareholders who are not resident
in and citizens of the UK or Jersey may be affected by the laws of the
relevant jurisdictions in which they are located or of which they are
citizens.  Persons who are not resident in the UK or Jersey should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdictions. Any failure to comply with the applicable restrictions
may constitute a violation of the securities laws of any such jurisdiction.
Further details in relation to overseas shareholders are contained in the
Scheme Document.

The release, publication or distribution of this Announcement in or into
jurisdictions other than the UK or Jersey may be restricted by law and
therefore any persons who are subject to the law of any jurisdiction other
than the UK or Jersey should inform themselves of, and observe, any applicable
legal or regulatory requirements.  Any failure to comply with such
requirements 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.  This
Announcement has been prepared for the purposes of complying with the UK
Listing Rules, the rules of the London Stock Exchange and the Code and the
information disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared in accordance with the laws
of jurisdictions outside of the UK and Jersey.

Copies of this Announcement and the formal documentation relating to the
Scheme and the Acquisition have not been, will not be and must not be,
directly or indirectly, mailed, transmitted or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction or any
jurisdiction where to do so would violate the laws of that jurisdiction, and
persons receiving such documents (including, without limitation, agents,
custodians, nominees and trustees) must not, directly or indirectly, mail or
otherwise forward, distribute or send them in or into or from any such
jurisdiction.

The Acquisition is subject to Jersey law and the applicable requirements of
the Court, the Code, the Panel, the London Stock Exchange and the FCA.

US Holders

US Holders should note that the Acquisition relates to the securities of a
Jersey company and is proposed to be implemented by means of a scheme of
arrangement under the laws of Jersey.  A transaction effected by means of a
scheme of arrangement is not subject to the tender offer or proxy solicitation
rules under the US Exchange Act. Accordingly, the Acquisition and the Scheme
are subject to the disclosure requirements and practices applicable to a
scheme of arrangement involving a target company in Jersey listed on the
London Stock Exchange, which are different from the disclosure requirements of
the US tender offer and proxy solicitation rules.  The financial information
included in the Scheme Document has been prepared in accordance with IFRS, and
thus may not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance with generally
accepted accounting principles in the US.

The receipt of cash pursuant to the Acquisition by a US Holder as
consideration for the transfer of its Scheme Shares pursuant to the Scheme may
be a taxable transaction for US federal income tax purposes and under
applicable US state and local, as well as foreign and other, tax laws.

It may be difficult for US Holders to enforce their rights and claims arising
out of the US federal securities laws, since Apex and Sanne 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 SEC nor any US state securities commission has approved or
disproved or passed judgment upon the fairness or the merits of the
Acquisition or determined if this Announcement is adequate, accurate or
complete.

 

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