REG - Sureserve Group PLC - SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

SureserveAnnouncement

11/07/2023 14:00

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RNS Number : 6870F  Sureserve Group PLC  11 July 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

11 July 2023

RECOMMENDED CASH ACQUISITION

of

SURESERVE GROUP PLC ("Sureserve" or the "Company")

by

CAP10 4NETZERO BIDCO LIMITED ("Bidco"),

a newly incorporated company indirectly owned by funds managed and/or advised

by

CAP10 PARTNERS LLP ("Cap10")

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

 

On 21 April 2023, the Boards of Bidco and Sureserve announced that they had
reached agreement on the terms of a recommended all cash offer pursuant to
which Bidco, a newly incorporated company established on behalf of Cap10,
would acquire the entire issued and to be issued share capital of Sureserve
(the "Acquisition"). The Acquisition is to be effected by means of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
(the "Scheme"), full details of which were sent, or made available, to the
shareholders of Sureserve in the circular dated 17 May 2023 (the "Scheme
Document").

 

On 9 June 2023, the Scheme was approved by the requisite majorities of Scheme
Shareholders at the Court Meeting and the Special Resolution in connection
with the implementation of the Scheme was passed by the requisite majority of
Sureserve Shareholders at the General Meeting.

 

On 6 July 2023, the Boards of Bidco and Sureserve announced that the Court had
sanctioned the Scheme on 5 July 2023.

 

The Boards of Bidco and Sureserve are pleased to announce that the Scheme has
today become Effective in accordance with its terms, following delivery of the
Court Order to the Registrar of Companies, and the entire issued and to be
issued ordinary share capital of Sureserve is now owned by Bidco.

 

Capitalised terms used and not defined in this announcement have the meanings
given to them in the Scheme Document.

 

All references in this announcement to times are to times in London, unless
otherwise stated.

 

Settlement

 

Under the terms of the Scheme, Scheme Shareholders on the register of members
of Sureserve at the Scheme Record Time, being 6.00 p.m. on 10 July 2023, are
entitled to receive 125 pence in cash for every Scheme Share held. Cheques
will be dispatched to Scheme Shareholders holding Scheme Shares in
certificated form and the CREST accounts of Scheme Shareholders holding Scheme
Shares in uncertificated form will be credited within 14 days of today's date.

 

Suspension and cancellation of trading

 

Trading in Sureserve Shares on AIM was suspended with effect from 7.30 a.m.
today, 11 July 2023. Following the application by Sureserve to the London
Stock Exchange, the cancellation of admission to trading of Sureserve Shares
on AIM is expected to be effective as of 7.00 a.m. tomorrow, 12 July 2023.

Enquiries

 Sureserve
 Nick Winks, Peter Smith, Sameet Vohra                                +44 (0)20 3961 5229

 Evercore (Financial Adviser to Sureserve)                            +44 (0)20 7653 6000
 Dimitrios Georgiou, Wladimir Wallaert, Nirav Amlani, Alex Bennett

 Shore Capital (Nominated Adviser and Corporate Broker to Sureserve)  +44 (0)20 7408 4090
 Stephane Auton, Daniel Bush

 Camarco (PR Adviser to Sureserve)
 Ginny Pulbrook                                                       +44 (0)20 3757 4992
 Rosie Driscoll                                                       +44 (0)20 3757 4981

 Rothschild & Co (Financial Adviser to Bidco)
 Alistair Allen                                                       +44 (0)161 827 3800
 Rob McCann                                                           +44 (0)20 7280 5000
 Matt Jaquiss-Ollier

 Media Zoo (PR Adviser to Bidco)                                      +44 (0)7793 207 325
 Alex Williams

 

Important notices

Evercore Partners International LLP ("Evercore"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
exclusively as financial adviser to Sureserve and no one else in connection
with the matters described in this announcement and will not be responsible to
anyone other than Sureserve for providing the protections afforded to clients
of Evercore nor for providing advice in connection with the matters referred
to herein. Neither Evercore nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Evercore in connection with
this announcement, any statement contained herein, any offer or otherwise.
Apart from the responsibilities and liabilities, if any, which may be imposed
on Evercore by the Financial Services and Markets Act 2000 and successor
legislation, or the regulatory regime established thereunder, or under the
regulatory regime of any jurisdiction where exclusion of liability under the
relevant regulatory regime would be illegal, void or unenforceable, neither
Evercore nor any of its affiliates accepts any responsibility or liability
whatsoever for the contents of this announcement, and no representation,
express or implied, is made by it, or purported to be made on its behalf, in
relation to the contents of this announcement, including its accuracy,
completeness or verification of any other statement made or purported to be
made by it, or on its behalf, in connection with Sureserve or the matters
described in this announcement. To the fullest extent permitted by applicable
law, Evercore and its affiliates accordingly disclaim all and any
responsibility or liability whether arising in tort, contract or otherwise
(save as referred to above) which they might otherwise have in respect of this
announcement or any statement contained herein.

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited
(together or individually, "Shore Capital"), which are authorised and
regulated by the Financial Conduct Authority in the United Kingdom, are acting
as nominated adviser and corporate broker to Sureserve and no one else in
connection with the matters referred to in this announcement and will not be
responsible to anyone other than Sureserve for providing the protections
afforded to clients of Shore Capital nor for providing advice in connection
with the matters referred to in this announcement. Neither Shore Capital 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 Shore Capital in
connection with the matters referred to in this announcement.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively as financial adviser to Cap10 and Bidco and no
one else in connection with the Acquisition and will not be responsible to
anyone other than Cap10 and Bidco for providing the protections afforded to
clients of Rothschild & Co nor for providing advice in connection with the
Acquisition or any matter or arrangement referred to herein. Neither
Rothschild & Co 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 Rothschild & Co in connection with the Acquisition, any
statement contained herein or otherwise.

Further information

This announcement is for information purposes only and is not intended to, and
does not constitute, or form part of any offer, invitation, inducement or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of or exercise rights in respect 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 Sureserve in any jurisdiction in contravention of applicable
law. The Acquisition will be made and implemented solely through the Scheme
Document and the accompanying Forms of Proxy (or, in the event that the
Acquisition is to be implemented by way of a Takeover Offer, the Offer
Document and Forms of Acceptance), which will together contain the full terms
and conditions of the Acquisition, including details of how to vote, or
procure the vote, in respect of the Acquisition. Any vote or 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, in the event
that the Acquisition is to be implemented by way of a Takeover Offer, the
Offer Document). Sureserve encourages Sureserve Shareholders to read the
Scheme Document carefully as it contains important information relating to the
Acquisition and the Scheme.

This announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document.

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

Overseas Sureserve Shareholders

 

The availability of the Acquisition to Overseas Shareholders and the release,
publication or distribution of this announcement in, into or from
jurisdictions other than the United Kingdom may be restricted by the laws of
those jurisdictions and therefore persons into whose possession this
announcement comes should inform themselves of, and observe, any such
restrictions. Any person (including without limitation, nominees, trustees and
custodians) who would, or otherwise intends to, forward this announcement, the
Scheme Document or any accompanying document to any jurisdiction outside the
United Kingdom should refrain from doing so and seek appropriate professional
advice before taking any action. If any Overseas Shareholder remains in any
doubt, it should consult an appropriate independent professional adviser in
its relevant jurisdiction without delay. In particular, the ability of persons
who are not resident in the United Kingdom to vote their Sureserve Shares at
the Meetings or to execute and deliver Forms of Proxy appointing another to
vote their Sureserve Shares at the Meetings on their behalf, may be affected
by the laws of the relevant jurisdiction in which they are located.

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.

This announcement has been prepared for the purposes of complying with the law
of England and Wales, the Takeover Code, the Market Abuse Regulation 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 and Wales. The Acquisition
will be subject to the law of England and Wales and the jurisdiction of the
Court and the applicable requirements of the Takeover Code, the Panel, the
FCA, the London Stock Exchange (including pursuant to the AIM Rules) and the
Registrar of Companies. In accordance with normal UK practice, Bidco or its
nominees, or its brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, Sureserve Shares, other
than pursuant to the Acquisition, until the date on which the Scheme (or
Takeover Offer, if applicable) becomes Effective, lapses or is otherwise
withdrawn. These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Any information about
such purchases will be disclosed as required in the UK and will be reported to
a regulatory information service.

Copies of this announcement and the formal documentation relating to the
Acquisition will not be and must not be, mailed 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 custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send them in or into or from
any Restricted Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Acquisition. If the Acquisition is implemented by way
of 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 within any Restricted
Jurisdiction.

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

Notice to US Sureserve Shareholders

The Acquisition relates to the shares of an English company with a quotation
on AIM and is being made by means of a scheme of arrangement provided for
under English company law. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer or proxy solicitation rules
under the US Securities Exchange Act of 1934, as amended (the "Exchange Act").
Accordingly, the Acquisition is subject to the disclosure requirements and
practices applicable in the United Kingdom for a public acquisition by scheme
of arrangement, which differ from the disclosure requirements of the US tender
offer and proxy solicitation rules. The financial information included in this
announcement has been prepared in accordance with accounting standards
applicable in the United Kingdom 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
United States. If, in the future, Bidco exercises its right, with the consent
of the Panel (if necessary) to implement the Acquisition by way of a Takeover
Offer, and determines to extend such Takeover Offer into the United States,
such Takeover Offer will be made in compliance with applicable US laws and
regulations, including Section 14(e) and Regulation 14E under the Exchange Act
and any applicable exemptions provided thereunder.

The receipt of cash pursuant to the Acquisition by a US holder of Sureserve
Shares as consideration for the transfer of its Scheme Shares pursuant to the
Scheme may be a taxable transaction for US federal income tax purposes and
under applicable US state and local, as well as foreign and other, tax laws.
Each Sureserve Shareholder is therefore urged to consult with independent
legal, tax and financial advisers in connection with making a decision
regarding the Acquisition.

It may be difficult for US Sureserve Shareholders to enforce their rights
and/or any claim arising out of the US federal laws, since Bidco and Sureserve
are organised and located in a non-US jurisdiction and some or all of their
officers and directors may be residents of a non-US jurisdiction. US Sureserve
Shareholders may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of the US securities laws. Further,
it may be difficult to compel a non-US company and its affiliates to subject
themselves to the jurisdiction and judgment of a US court. Neither the US
Securities and Exchange Commission nor any US state securities commission has
approved or disapproved of the Acquisition or determined if this announcement
is accurate or complete. Any representation to the contrary is a criminal
offence in the United States.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the
Exchange Act, Bidco, certain affiliated companies and their nominees or
brokers (acting as agents) may from time to time make certain purchases of, or
arrangements to purchase, Sureserve Shares outside of the US, other than
pursuant to the Acquisition, until the date on which the Scheme and/or
Takeover Offer becomes Effective, lapses or is otherwise withdrawn. Also, in
accordance with Rule 14e-5(b) of the Exchange Act, each of Evercore and Shore
Capital may continue to act as an exempt principal trader in Sureserve 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 Exchange Act. Any information about such
purchases will be disclosed as required in the UK, will be reported to the
Regulatory News Service of the London Stock Exchange and will be available on
the London Stock Exchange website at www.londonstockexchange.com
(http://www.londonstockexchange.com/) .

Forward looking statements

 

This announcement (including information incorporated by reference into this
announcement), statements made regarding the Acquisition, and other
information to be published by Bidco, Cap10 and/or Sureserve, contain
statements which are, or may be deemed to be, "forward-looking statements".
Forward-looking statements are prospective in nature and not based on
historical facts, but rather on current expectations and projections of the
management of Bidco, Cap10 and/or Sureserve about future events, and are
therefore subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied by the
forward-looking statements.

The forward-looking statements contained in this announcement include
statements with respect to the financial condition, results of operations and
business of Sureserve and certain plans and objectives of Bidco and Cap10 with
respect thereto and other statements other than historical facts. Often, but
not always, forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts and may use words such as
"anticipate", "target", "expect", "estimate", "forecast", "intend", "plan",
"budget", "scheduled", "goal", "believe", "hope", "aims", "continue", "will",
"may", "should", "would", "could" or other words of similar meaning. These
statements are based on assumptions and assessments made by Sureserve and/or
Bidco and/or Cap10 in light of their experience and their perception of
historical trends, current conditions, future developments and other factors
they believe appropriate. By their nature, forward-looking statements involve
known and unknown risk and uncertainty and other factors which may cause
actual results, performance or developments to differ materially from those
expressed in or implied by such, because they relate to events and depend on
circumstances that will occur in the future. Although Bidco and/or Cap10
and/or Sureserve believe that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given that such
expectations will prove to have been correct and you are therefore cautioned
not to place undue reliance on these forward-looking statements which speak
only as at the date of this announcement. Neither Bidco nor Cap10 nor
Sureserve assumes any obligation to update or correct the information
contained in this announcement (whether as a result of new information, future
events or otherwise), except as required by applicable law.

There are a number of factors which could cause actual results and
developments to differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause actual results
to differ materially from those described in the forward-looking statements
include, but are not limited to: the ability to complete the Acquisition; the
ability to obtain any requisite regulatory and shareholder approvals and the
satisfaction of other Conditions on the proposed terms; changes in the global,
political, economic, business and competitive environments and in market and
regulatory forces; changes in future exchange and interest rates; changes in
tax rates; future business combinations or dispositions; changes in general
and economic business conditions; changes in the behaviour of other market
participants; the anticipated benefits of the Acquisition not being realised
as a result of changes in general economic and market conditions in the
markets and jurisdictions in which Bidco, Cap10 and Sureserve operate; weak,
volatile or illiquid capital and/or credit markets; changes in the degree of
competition in the geographic and business areas in which Bidco, Cap10 and
Sureserve operate; and changes in laws or in supervisory expectations or
requirements. Other unknown or unpredictable factors could cause actual
results to differ materially from those expected, estimated or projected in
the forward-looking statements. If any one or more of these risks or
uncertainties materialises or if any one or more of the assumptions proves
incorrect, actual results may differ materially from those expected, estimated
or projected. Such forward-looking statements should therefore be construed in
the light of such factors.

Neither Bidco nor Cap10 nor Sureserve, 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. Given the
risks and uncertainties, you are cautioned not to place any reliance on these
forward-looking statements.

Other than in accordance with their legal or regulatory obligations, neither
Bidco nor Cap10 nor Sureserve is under any obligation, and Bidco, Cap10 and
Sureserve expressly disclaim any intention or obligation, to update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise.

Publication on website and availability of hard copies

A copy of this announcement will be available free of charge (subject to any
applicable restrictions with respect to persons resident in Restricted
Jurisdictions) on Sureserve's and Bidco's websites
(https://www.sureservegroup.co.uk/plc/investors/recommended-cash-acquisition-of-sureserve-group-plc
(https://www.sureservegroup.co.uk/plc/investors/recommended-cash-acquisition-of-sureserve-group-plc)
and https://www.cap10partners.com/recommended-offer-for-sureserve-group-plc
(https://www.cap10partners.com/recommended-offer-for-sureserve-group-plc) ),
respectively, by no later than 12:00 noon (London time) on 12 June 2023.

Neither the contents of these websites, nor the content of any other website
accessible from hyperlinks on such websites, is incorporated into, or forms
part of, this announcement.

In accordance with Rule 30.3 of the Takeover Code, you may request a hard copy
of this announcement (and any information incorporated by reference in this
announcement), free of charge, by contacting Sureserve's Company Secretary,
John Charlton, telephone no. +44 (0)20 3961 5229 or
email john.charlton@sureservegroup.co.uk
(mailto:john.charlton@sureservegroup.co.uk) . Calls are charged at the
standard geographic rate and will vary by provider. Calls from outside the
United Kingdom will be charged at the applicable international rate. Unless
you make such a request, a hard copy of this announcement and any such
information incorporated by reference in it will not be sent to you. You may
also request that all future documents, announcements and information to be
sent to you in relation to the Acquisition be in hard copy form.

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.

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