REG - Blue Prism Group PLC - Acquisition - De-listing

SS&C Technologies HoldingsAnnouncement

17/03/2022 10:30

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RNS Number : 1222F  Blue Prism Group PLC  17 March 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

FOR IMMEDIATE RELEASE

17 MARCH 2022

RECOMMENDED CASH ACQUISITION

OF

BLUE PRISM GROUP PLC ("BLUE PRISM")

by

BOLT BIDCO LIMITED ("BIDCO")

(a wholly owned indirect subsidiary of SS&C Technologies Holdings, Inc.
("SS&C"))

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

DE-LISTING AND CANCELLATION OF TRADING OF BLUE PRISM SHARES

On 1 December 2021, the boards of Blue Prism and SS&C announced they had
reached agreement on the terms of a recommended cash acquisition of the entire
issued and to be issued ordinary share capital of Blue Prism by Bidco (the
"Acquisition"), to be effected by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). The
circular in relation to the Scheme was published and posted to Blue Prism
Shareholders on 16 December 2021 (the "Scheme Document").

 

Further to the announcement made by Blue Prism on 16 March 2022 that the
Scheme had become Effective in accordance with its terms and that the
recommended cash acquisition of Blue Prism by Bidco had completed, Blue Prism
confirms that the admission to trading of Blue Prism Shares on the AIM market
of the London Stock Exchange has been cancelled with effect from 7.00 a.m.
(London time) today.

 

Full details of the Acquisition are set out in the Scheme Document.
Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Scheme Document published on 16
December 2021.

 

Enquiries

 Blue Prism                                                                      +44 (0) 77 3670 7407

 Tom Hull, Head of Investor Relations

 Brunswick Group LLP (PR adviser to Blue Prism)                                  +44 (0) 20 7404 5959

 Caroline Daniel

 Diana Vaughton

 Imran Jina

 Qatalyst Partners (Lead Financial Adviser and Rule 3 Adviser to Blue Prism)     +44 (0) 20 3700 8820

 Jason DiLullo

 Peter Spofforth

 BofA Securities (Joint Financial Adviser and Corporate Broker to Blue Prism)    +44 (0) 20 7628 1000

 James Robertson

 Oliver Elias

 Alex Newman

 Investec Bank (Joint Financial Adviser, Corporate Broker and Nominated Adviser  +44 (0) 20 7597 5970
 to Blue Prism)

 Carlton Nelson

 Ben Griffiths

 Sebastian Lawrence

Important Notices

Qatalyst Partners, which is authorised in the UK by the Financial Conduct
Authority, is acting exclusively as financial adviser to Blue Prism and no one
else in connection with the matters set out herein and will not be acting for
any other person and will not be responsible to any person other than Blue
Prism for providing the protections afforded to clients of Qatalyst Partners
or for advising any other person in relation to the matters set out herein.
Neither Qatalyst 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
Qatalyst in connection with any statement contained herein, the Acquisition or
otherwise. No representation or warranty, express or implied, is made by
Qatalyst Partners as to the contents of this announcement.

Investec Bank is authorised by the Prudential Regulation Authority and
regulated in the UK by the Prudential Regulation Authority and the Financial
Conduct Authority. Investec Bank is acting for Blue Prism and no one else in
connection with the Acquisition and will not regard any other person (whether
or not a recipient of the Scheme Document) as a client in relation to the
matters referred to in the Scheme Document and will not be responsible to
anyone other than Blue Prism for providing the protections afforded to
Investec Bank's clients, nor for providing advice in connection with any other
matter, transaction or arrangement in relation to the matters set out herein.
Neither Investec Bank 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 Investec Bank in connection any statement contained herein, the
Acquisition or otherwise. No representation or warranty, express or implied,
is made by Investec Bank as to the contents of this announcement.

BofA Securities, a subsidiary of Bank of America Corporation, which is
authorised by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential Regulation Authority in the UK,
is acting exclusively for Blue Prism in connection with the matters set out
herein and for no one else and will not be responsible to anyone other than
Blue Prism for providing the protections afforded to its clients or for
providing advice in connection with any other matter, transaction or
arrangement in relation to the matters set out herein. 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 any statement contained herein, the Acquisition or
otherwise. No representation or warranty, express or implied, is made by BofA
Securities as to the contents of this announcement.

Further Information

This announcement is for information purposes only and is not intended to and
does not constitute, or form any part of, an offer to sell or subscribe for or
any invitation to purchase or subscribe for any securities or the solicitation
of any vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise. The Acquisition will be made solely through the Scheme Document and
the accompanying Forms of Proxy, which contains the full terms and conditions
of the Acquisition. Any approval, decision or other response to the
Acquisition should be made only on the basis of the information in the Scheme
Document.  Blue Prism Shareholders are strongly advised to read the formal
documentation in relation to the Acquisition.  Each Blue Prism Shareholder is
urged to consult its independent professional adviser immediately regarding
the tax consequences to it (or its beneficial owners) of the Acquisition.

This announcement has been prepared for the purpose of complying with English
law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance
and Transparency Rules and the AIM Rules 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 England.

This announcement does not constitute a prospectus or prospectus equivalent
document.

Overseas Shareholders

This announcement has been prepared for the purpose of complying with English
law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance
and Transparency Rules and the AIM Rules and the information disclosed may not
be the same as that which would have been disclosed if this announcement had
been prepared in accordance with the laws of jurisdictions outside of England.

The release, publication or distribution of this announcement in or into
certain jurisdictions other than the UK may be restricted by law. Persons who
are not resident in the UK or who are subject to other jurisdictions should
inform themselves of, and observe, any applicable requirements. The
availability of the Acquisition to Blue Prism Shareholders who are not
resident in the UK may be affected by the laws of the relevant jurisdictions
in which they are resident. Persons who are not resident in the UK should
inform themselves of, and observe, any applicable requirements, as 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.

Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition is not being made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction. Accordingly,
copies of this announcement, the Scheme Document 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, the Scheme Document 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 way of a Takeover Offer (unless otherwise
permitted by applicable law and regulation), the Takeover Offer may not be
made directly or indirectly, in or into, or by the use of mails or any means
or instrumentality (including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities exchange of
any Restricted Jurisdiction and the Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities.

The Acquisition is subject to the applicable requirements of the Takeover
Code, the Panel, the London Stock Exchange, the AIM Rules and the Financial
Conduct Authority.

Further details in relation to Blue Prism Shareholders in overseas
jurisdictions are contained in the Scheme Document.

Additional Information for US Investors

The Acquisition is being made to acquire the securities of an English company
by means of a scheme of arrangement provided for under the law of England and
Wales. 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 Scheme is subject to disclosure requirements and
practices applicable in the UK to schemes of arrangement, which are different
from the disclosure requirements of the US tender offer and proxy solicitation
rules. The financial information included in this announcement and the Scheme
Document has been prepared in accordance with International Financial
Reporting Standards 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. If Bidco
were to elect to implement the Acquisition by means of a Takeover Offer, such
Takeover Offer would be made in compliance with applicable US laws and
regulations, including Section 14(e) of the US Exchange Act and Regulation 14E
thereunder. Such a Takeover Offer would be made in the US by Bidco and no one
else.

The receipt of cash pursuant to the Acquisition by a US Blue Prism Shareholder
as consideration for the transfer of its Blue Prism Shares pursuant to the
Scheme will likely be a taxable transaction for US federal income tax purposes
and under applicable US state and local, as well as foreign and other, tax
laws. Blue Prism Shareholders are urged to consult their independent
professional advisers immediately regarding the tax consequences of the
Acquisition applicable to them.

It may be difficult for US Blue Prism Shareholders to enforce their rights and
claims arising out of the US federal securities laws, since Blue Prism is
located in a country other than the US, and some or all of its officers and
directors may be residents of countries other than the US. US Blue Prism
Shareholders 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 jurisdiction and judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, Bidco, certain affiliated companies and their nominees or
brokers (acting as agents) may make certain purchases of, or arrangements to
purchase, Blue Prism Shares outside of the US, other than pursuant to the
Acquisition, until the date on which the Acquisition and/or Scheme becomes
Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule
14e-5(b) of the US Exchange Act, each of BofA Securities and Investec Bank
will continue to act as a connected exempt principal trader in Blue Prism
Shares on the London Stock Exchange. If such purchases or arrangements to
purchase were to be made they would occur either in the open market at
prevailing prices or in private transactions at negotiated prices and comply
with applicable law, including the US Exchange Act. Any information about such
purchases or arrangements to purchase will be disclosed as required in the UK,
will be reported to a Regulatory Information Service and will be available on
the London Stock Exchange website at www.londonstockexchange.com.

Forward Looking Statements

This announcement, the Scheme Document (including information incorporated by
reference in the Scheme Document), oral statements made regarding the
Acquisition, and other information published by SS&C, Bidco or Blue Prism
contain statements about the SS&C Group and the Blue Prism 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", "shall", "should", "anticipates", "estimates",
"projects", "is subject to", "budget", "scheduled", "forecast" 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 the SS&C Group's, Bidco Group's or the
Blue Prism Group's operations and potential synergies resulting from the
Acquisition; and (iii) the effects of government regulation on the SS&C
Group's or the Blue Prism Group's business.

Such forward looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of Bidco, SS&C and Blue Prism about future events, and are
therefore subject to 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, including: increased competition, the loss of
or damage to one or more key customer relationships, the failure of one or
more key suppliers, the outcome of business or industry restructuring, the
outcome of any litigation, changes in economic conditions, currency
fluctuations, changes in interest and tax rates, changes in laws, regulations
or regulatory policies, developments in legal or public policy doctrines,
technological developments, the failure to retain key management, or the
timing and success of future acquisition opportunities or major investment
projects. Other unknown or unpredictable factors could cause actual results to
differ materially from those in the forward looking statements. Such forward
looking statements should therefore be construed in the light of such factors.
Neither Bidco nor Blue Prism, nor any of their respective associates,
directors, officers, employees 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
hereof. All subsequent oral or written forward looking statements attributable
to any member of the SS&C Group or the Blue Prism Group, or any of their
respective associates, directors, officers, employees or advisers, are
expressly qualified in their entirety by the cautionary statement above. Bidco
and Blue Prism expressly disclaim any obligation to update any forward looking
or other statements contained herein, except as required by applicable law or
by the rules of any competent regulatory authority, whether as a result of new
information, future events or otherwise.

Profit forecasts, or estimates or quantified financial benefits statements

The Blue Prism Profit Forecast is a profit forecast for the purposes of Rule
28 of the Takeover Code. The Blue Prism Profit Forecast, the assumptions and
basis of preparation on which the Blue Prism Profit Forecast is based and the
Blue Prism Directors' confirmation, as required by Rule 28.1 of the Takeover
Code, are set out in the Scheme Document.

Other than in respect of the Blue Prism Profit Forecast, no statement in this
announcement or the Scheme Document is intended as a profit forecast, estimate
or quantified financial benefits statement for any period and no statement in
this announcement or the Scheme Document should be interpreted to mean that
earnings or earnings per share for Blue Prism for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per share for Blue Prism.

For the purposes of Rule 28 of the Takeover Code the Blue Prism Profit
Forecast contained in the Scheme Document is the responsibility of Blue Prism
and the Blue Prism Directors.

 

 

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