TIDMPHD
RNS Number : 1796A
PROACTIS Holdings PLC
28 May 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
28 MAY 2021
RECOMMED Acquisition
of
proactis holdings PLC
by
CAFE BIDCO LIMITED
(a wholly-owned subsidiary of investment funds advised and
managed by
POLLEN STREET CAPITAL LIMITED)
Timetable for publication of the Scheme Document
On 30 April 2021, the boards of Cafe Bidco Limited ("Bidco") and
Proactis Holdings plc ("Proactis") issued an announcement (the
"Offer Announcement") that they had reached agreement on the terms
and conditions of a recommended cash offer by Bidco for the entire
issued and to be issued share capital of Proactis (the
"Acquisition"). Unless otherwise defined, capitalised terms used in
this announcement have the meaning given to them in the Offer
Announcement.
Bidco and Proactis have agreed to extend the date by which the
Scheme Document must be posted to Proactis Shareholders to 11 June
2021. The Panel has consented to this extension.
The extension has been agreed to facilitate ongoing discussions
between Bidco and DBay Advisors Limited ("DBay") regarding DBay's
support for, and participation in, the Acquisition at an offer
price of 75 pence in cash for each Proactis Share.
This announcement does not amount to an announcement of a firm
intention to make an offer pursuant to Rule 2.7 of the Takeover
Code. A further announcement will be made as and when
appropriate.
DBay has provided its consent to the publication of this
announcement.
Enquiries:
Proactis +44 (0)19 3754 5070
Tim Sykes
Richard Hughes
finnCap +44 (0)20 7220 0500
(Financial Adviser to Proactis)
Carl Holmes
Henrik Persson
Emily Watts
Houlihan Lokey +44 (0)20 7907 4200
(Financial Adviser to Bidco)
Lawrence Guthrie
Mark Fisher
Yashin Mody
Stand Agency
(Communications adviser to Pollen Street Capital)
Cait Dacey +44 (0) 7973 596 503
Further information
finnCap, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for Proactis as financial
adviser and no one else in connection with the Acquisition and will
not be responsible to anyone other than Proactis for providing the
protections afforded to clients of finnCap or for providing advice
in relation to the Acquisition or any other matters referred to in
this announcement. Neither finnCap nor any of its subsidiaries,
affiliates or branches owes or accepts any duty, liability or
responsibility whatsoever (whether direct, indirect, consequential,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of finnCap in connection with this
announcement, any statement contained in this announcement or
otherwise.
Houlihan Lokey, which is authorised and regulated by the FCA in
the United Kingdom, is acting exclusively as financial adviser to
Bidco and no one else in connection with the matters described in
this announcement and will not be responsible to anyone other than
Bidco for providing the protections afforded to clients of Houlihan
Lokey or for providing advice in relation to the Acquisition or any
other matters referred to in this announcement. Neither Houlihan
Lokey nor any of its subsidiaries 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 Houlihan Lokey in connection
with this announcement or any matter referred to in this
announcement.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
inducement to sell or an invitation to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities or the
solicitation of an offer to buy any securities in any jurisdiction,
pursuant to the Acquisition or otherwise.
Overseas Shareholders
This announcement has been prepared in accordance with and for
the purpose of complying with the laws of England and Wales, the
Takeover Code, the Market Abuse Regulation, the AIM Rules 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 England and Wales.
The release, publication or distribution of this announcement in
or into certain jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves of, and observe, any applicable requirements of
their jurisdictions.
The availability of the Acquisition to Proactis Shareholders who
are not resident in and citizens of the United Kingdom 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 and citizens of the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdictions. In particular, the ability of
persons who are not resident in and citizens of the United Kingdom
to vote their Proactis Shares with respect to the Scheme at the
Court Meeting, or to execute and deliver forms of proxy appointing
another person to vote at the Court Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they
are located or of which they are a citizen. Any failure to comply
with the applicable 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 Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, participation
in the Acquisition 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 Acquisition by any such use, means,
instrumentality or 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 any formal documentation 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 any Restricted
Jurisdiction and persons receiving this announcement and all such
documents relating to the Acquisition (including custodians,
nominees and trustees) must not mail or otherwise forward,
distribute or send them in, 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 an Offer (unless otherwise permitted by
applicable law and regulation), the 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
Offer may not be capable of acceptance by any such use, means,
instrumentality or facilities.
Further details in relation to Overseas Shareholders will be
contained in the Scheme Document.
Notice to US investors in Proactis
Proactis Shareholders in the United States should note that the
Acquisition relates to the shares of an English company and is
proposed to be made by means of a scheme of arrangement provided
for under, and governed by, the laws of England and Wales. If the
Acquisition is carried out under such Scheme, it is expected that
any Alternative Offer Securities issued pursuant to the Acquisition
would be issued in reliance upon the exemption from the
registration requirements under the US Securities Act provided by
Section 3(a)(10) thereof and would not be registered under the US
Securities Act. Securities issued pursuant to the Scheme will not
be registered under any laws of any state, district or other
jurisdiction of the United States, and may only be issued to
persons resident in such state, district or other jurisdiction
pursuant to an exemption from the registration requirements of such
laws.
Neither the proxy solicitation nor the tender offer rules under
the US Exchange Act will apply to the Scheme. Moreover, the Scheme
will be subject to the disclosure and procedural requirements and
practices applicable in the United Kingdom to schemes of
arrangement, which differ from the disclosure requirements of US
tender offer and proxy solicitation rules. If, in the future, Bidco
exercises the right to implement the Acquisition by way of an Offer
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. Such an Offer would be made in the
United States by Bidco and no one else. In accordance with normal
United Kingdom practice and consistent with Rule 14e-5 under the US
Exchange Act, Bidco, certain affiliated companies and the nominees
or brokers (acting as agents) may make certain purchases of, or
arrangements to purchase, shares in Proactis outside such Offer
during the period in which such Offer would remain open for
acceptance. If such purchases or arrangements to purchase were to
be made they would be made outside the United States either in the
open market at prevailing prices or in private transactions at
negotiated prices and would comply with applicable law, including,
to the extent applicable, the US Exchange Act. Any information
about such purchases 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.
The financial information included in this announcement and the
Scheme Document (or, if the Acquisition is implemented by way of an
Offer, the Offer Document) has been or will have been prepared in
accordance with generally accepted accounting principles of the
United Kingdom and thus may not be comparable to the financial
information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the United States.
The receipt of consideration by a US holder for the transfer of
its Proactis Shares pursuant to the Acquisition may be a taxable
transaction for US federal income tax purposes and under applicable
US state and local, as well as non-US and other, tax laws. Each
Proactis Shareholder is urged to consult their independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to them, including under applicable US
federal, state and local, as well as non-US and other, tax
laws.
It may be difficult for US holders of Proactis Shares to enforce
their rights and any claim arising out of the US federal laws or to
enforce against them a judgment of a US court predicated upon the
securities laws of the United Kingdom, since Bidco and Proactis are
incorporated in a non-US jurisdiction, and some or all of their
officers and directors may be residents of countries other than the
United States. US holders of Proactis Shares 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 a US court's judgement.
Dealing and opening position disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one per cent. 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) applies must be made by
no later than 3.30 p.m. (London time) on the 10(th) business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. (London time) on the 10(th) 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 one per cent. 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, save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) 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.
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).
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 Takeover 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.
Publication on a website and availability of hard copies
In accordance with Rule 26.1 of the Takeover Code, copies of
this announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on Proactis' website at
https://www.proactis.com/uk/investors/ and Bidco's website at
https://cafe.pollencap.com by no later than 12 noon (London time)
on the first Business Day following the date of this announcement.
For the avoidance of doubt, neither the contents of these websites
nor any website accessible from hyperlinks is incorporated into or
forms part of this announcement.
In accordance with Rule 30.3 of the Takeover Code, Proactis
Shareholders, persons with information rights and participants in
Proactis Share Plans may request a hard copy of this announcement
by contacting Proactis' registrars, Link Group: (i) on +44 (0) 371
664 0300. Calls are charged at the standard geographic rate and
will vary by provider. Calls outside the United Kingdom will be
charged at the applicable international rate. Lines are open
between 09:00 - 17:30, Monday to Friday excluding public holidays
in England and Wales; or (ii) by submitting a request in writing to
Link Group, 10th Floor, Central Square, 29 Wellington Street,
Leeds, LS1 4DL. Please note that Link Group cannot provide any
financial, legal or tax advice and 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.
General
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under FSMA if you are resident in the United Kingdom or,
if not, from another appropriate authorised independent financial
adviser.
This information is provided by RNS, the news service of the
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END
SOAVVLBLFELBBBD
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May 28, 2021 04:12 ET (08:12 GMT)
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