TORONTO, Sept. 12,
2022 /CNW/ - Dye & Durham Limited (TSX:
DND) ("Dye & Durham" or the "Company"), a leading provider of
cloud-based, efficient workflow software for legal and business
professionals, today provided an update regarding its proposed
acquisition of Link Administration Holdings Limited (ASX: LNK)
("Link Group") and the related UK Financial Conduct
Authority's ("FCA") regulatory approval process.
The FCA has delivered a Warning Notice to Dye & Durham
stating that it is proposing to approve the Company's acquisition
of Link Fund Solutions Limited ("LFS") subject to conditions, which
are subject to finalization.
The currently proposed conditions provide that the FCA
will not approve the proposed acquisition unless Dye & Durham
undertakes to cover any shortfall in the value of the assets of
Link Fund Solutions Limited ("LFS"), up to a maximum of £306
million (approximately A$523 million
or C$465 million) in relation to any
restitution and/or redress payments that the FCA may levy on LFS in
relation to its management of the LF Woodford Equity and Income
Fund ("Woodford Fund"). For certainty, the process by which any
restitution and/or redress liability is decided is still underway
and no determinations in that respect have been made.
The Woodford Fund was a £3 billion (approximately
A$5.13 billion or C$4.56 billion) investment fund that
collapsed in 2019 after it was unable to repay investors. The FCA
commenced an enforcement investigation into LFS, which was
responsible for managing the Woodford Fund, including its
liquidity, in June 2019. In its
latest audited financials, released on August 30, 2022, Link Group disclosed that no
provision for contingent liability has been made by it in respect
of the Woodford Fund matters.
Dye & Durham is currently assessing the impact of the
proposed condition on the proposed acquisition of Link Group. If
Dye & Durham is unable to accept the FCA's conditions, one of
the conditions precedent in the proposed Link Group acquisition's
scheme implementation deed (the "scheme") would not be capable of
being satisfied.
Dye & Durham is not a party to the FCA's enforcement
investigation of LFS. The Company is supportive of any resolution
which would result in the Woodford fund holders being appropriately
compensated, to the extent that the FCA's
investigation ultimately concludes that there were
failings by LFS which contributed to investor
losses.
Dye & Durham is in active discussions with Link Group
to find a resolution with respect to the matters set out in this
press release that will allow the proposed transaction to proceed.
The Company will provide an update on the proposed acquisition and
its timing when it is legally required or otherwise appropriate to
do so.
As part of the FCA's regulatory approval process, Dye
& Durham received change-of-control approval from the FCA with
respect to six of the seven UK-regulated entities owned by Link
Group.
About Dye & Durham
Dye & Durham Limited is a leading provider of
cloud–based software and technology solutions designed to improve
efficiency and increase productivity for legal and business
professionals. Dye & Durham provides critical information
services and workflows, which clients use to manage their process,
information and regulatory requirements. The Company has operations
in Canada, the United Kingdom, Ireland and Australia, and has a strong blue-chip customer
base that includes law firms, financial service institutions, and
government organizations.
Additional information can be found at
www.dyedurham.com
Forward-looking Statements
This press release may contain forward-looking information
within the meaning of applicable securities laws, which reflects
the Company's current expectations regarding future events,
including statements relating to the proposed acquisition, the
FCA's proposed conditions in respect of a change-of-control of LFS
and the Company's engagement with the FCA and Link Group,
respectively, in respect thereof, the ability of the conditions
precedent to the scheme being satisfied, and the expected closing
of the proposed acquisition. In some cases, but not necessarily in
all cases, forward-looking statements can be identified by the use
of forward looking terminology such as "plans", "targets",
"expects" or "does not expect", "is expected", "an opportunity
exists", "is positioned", "estimates", "intends", "assumes",
"anticipates" or "does not anticipate" or "believes", or variations
of such words and phrases or state that certain actions, events or
results "may", "could", "would", "might", "will" or "will be
taken", "occur" or "be achieved". In addition, any statements that
refer to expectations, projections or other characterizations of
future events or circumstances contain forward-looking statements.
Forward-looking statements are not historical facts, nor guarantees
or assurances of future performance but instead represent
management's current beliefs, expectations, estimates and
projections regarding future events and operating
performance.
Such forward-looking information is necessarily based on a
number of opinions, estimates and assumptions. Forward-looking
information is also subject to a number of risks and uncertainties,
many of which are beyond the Company's control, which could cause
actual results and events to differ materially from those that are
disclosed in or implied by such forward-looking information. Such
risks and uncertainties include, but are not limited to, the risk
associated with the Company's and Link Group's ability to obtain
the approvals that are required to consummate the proposed
transaction (include the approval of the FCA), the ability of the
Company to satisfy any conditions imposed on it in connection
therewith (including any conditions imposed by the FCA) and the
timing of the closing of the proposed transaction, including the
risk that the conditions to the transaction are not satisfied on a
timely basis or at all and the failure of the transaction to close
for any other reason; the risk that a consent or authorization that
may be required for the proposed transaction is not obtained or is
obtained subject to conditions that are not anticipated or capable
of being satisfied, or that otherwise negatively impact the
proposed acquisition or the Company; the outcome of any legal
proceedings that may be instituted against the parties and others
related to the acquisition agreement; unanticipated difficulties or
expenditures relating to the transaction, the response of business
partners and retention as a result of the announcement and pendency
of the transaction; the Company being unable to realize expected
synergies; and the diversion of management time on
transaction-related issues, as well as the factors discussed under
"Risk Factors" in the Company's most recent annual information
form. If any of these risks or uncertainties materialize, or if the
opinions, estimates or assumptions underlying the forward-looking
information prove incorrect, actual results or future events might
vary materially from those anticipated in the forward-looking
information. Accordingly, investors should not place undue reliance
on forward-looking information, which speaks only as of the date
made. The forward-looking information contained in this news
release represents the Company's expectations as of the date of
this news release, and are subject to change after such date. The
Company disclaims any intention or obligation or undertaking to
update or revise any forward-looking information whether as a
result of new information, future events or otherwise, except as
expressly required under applicable law.
SOURCE Dye & Durham Limited