TIDMPRSM
RNS Number : 8208E
Blue Prism Group PLC
15 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
15 MARCH 2022
RECOMMED 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
VESTING AND EXERCISE of share awards under the Blue Prism Share
Plans and admission of new Blue Prism Shares to trading on AIM
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").
On 13 January 2022, Blue Prism announced that the relevant
resolutions to approve the Scheme were passed by Scheme
Shareholders and Blue Prism Shareholders at the Court Meeting and
General Meeting respectively. On 21 February 2022, Blue Prism
announced the satisfaction of all Conditions relating to mandatory
regulatory and antitrust clearances and, on 14 March 2022, Blue
Prism announced that the High Court of Justice in England and Wales
(the "Court") had issued the Court Order sanctioning the Scheme
under section 899 of the Companies Act 2006.
Blue Prism is pleased to announce that it has allotted an
aggregate of 378,386 Blue Prism Shares (the "New Issue Shares"). In
addition, the trustee of the Company's EBT has transferred
1,792,653 Blue Prism Shares (the "EBT Shares"). This allotment of
the New Issue Shares and transfer of EBT Shares has been made
pursuant to the vesting of awards and exercise of options granted
to participants under the Blue Prism Share Plans (including certain
PDMRs).
The New Issue Shares will be admitted to trading on the AIM
market of the London Stock Exchange using an existing block listing
("Admission"), with Admission expected to occur and trading to
commence today, 15 March 2022.
The resulting interests of Blue Prism PDMRs in Blue Prism Shares
are expected to be as follows:
Blue Prism PDMR Number of EBT Shares Total Holding % Holding
Jason Kingdon 39,246 5,860,230 6.00
--------------------- -------------- ----------
Ijoma Maluza 24,267 28,357 0.03
--------------------- -------------- ----------
Notifications by the Blue Prism PDMRs in accordance with the
Market Abuse Regulation are set out in the Appendix to this
announcement.
Following Admission (should it occur), Blue Prism's total issued
share capital will be 97,690,598 Blue Prism Shares and Blue Prism
does not hold any shares in treasury. Therefore, following
Admission, the total number of voting rights in the Company will be
97,690,598. This figure may be used by Blue Prism Shareholders as
the denominator for the calculations by which they will determine
if they are required to notify their interest in, or a change to
their interest in, Blue Prism under the FCA's Disclosure Guidance
and Transparency Rules. The ISIN Number for the Blue Prism Shares
is GB00BYQ0HV16.
Capitalised terms used in this announcement shall, unless
otherwise defined, have the same meanings as set out in the Scheme
Document, a copy of which is available, subject to certain
restrictions relating to persons in Restricted Jurisdictions, on
Blue Prism's website at:
https://investors.blueprism.com/offer-for-blue-prism-group-ssc.
Enquiries
Blue Prism
Tom Hull, Head of Investor Relations +44 (0) 77 3670 7407
Brunswick Group LLP (PR adviser to Blue
Prism)
Caroline Daniel
Diana Vaughton
Imran Jina +44 (0) 20 7404 5959
Qatalyst Partners (Lead Financial Adviser
and Rule 3 Adviser to Blue Prism)
Jason DiLullo
Peter Spofforth +44 (0) 20 3700 8820
BofA Securities (Joint Financial Adviser
and Corporate Broker to Blue Prism)
James Robertson
Oliver Elias
Alex Newman +44 (0) 20 7628 1000
Investec Bank (Joint Financial Adviser,
Corporate Broker and Nominated Adviser
to Blue Prism)
Carlton Nelson
Ben Griffiths
Sebastian Lawrence +44 (0) 20 7597 5970
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.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 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) of the Takeover
Code applies must be made by no later than 3.30 p.m. on the 10th
Business Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. on the 10th 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 1 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 of the Takeover Code. A Dealing Disclosure
by a person to whom Rule 8.3(b) of the Takeover Code applies must
be made by no later than 3.30 p.m. 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 of the Takeover Code.
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 either of them (see Rules 8.1, 8.2 and 8.4
of the Takeover Code).
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 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 Website
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, free of charge on Blue Prism's website
https://investors.blueprism.com and on SS&C's website at
https://investor.ssctech.com/Possible-Offer-for-Blue-Prism/ .
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.
APPENDIX
1. Details of Persons Discharging Managerial Responsibilities ('PDMR') / person closely associated
with them ('PCA')
a) Name Jason Kingdon
2. Reason for notification
a) Position / status Chairman & CEO
b) Initial notification / amendment Initial
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
a) Name Blue Prism Group plc
b) LEI 2138006DQE9FNUW8KO83
4. Details of the transaction(s):
a) Description of the financial instrument Ordinary shares of GBP0.01 each
Identification code GB00BYQ0HV16
b) Nature of the transaction Vesting of contingent share award
c) Price(s) and volume(s) Price(s) Volume(s)
nil 39,246
----------
d) Aggregated information 39,246
Aggregated volume Price nil
e) Date of the transaction 14 March 2022
f) Place of the transaction London AIM
1. Details of Persons Discharging Managerial Responsibilities ('PDMR') / person closely associated
with them ('PCA')
a) Name Ijoma Maluza
2. Reason for notification
a) Position / status Chief Financial Officer
b) Initial notification / amendment Initial
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
a) Name Blue Prism Group plc
b) LEI 2138006DQE9FNUW8KO83
4. Details of the transaction(s):
a) Description of the financial instrument Ordinary shares of GBP0.01 each
Identification code GB00BYQ0HV16
b) Nature of the transaction Vesting of contingent share award
c) Price(s) and volume(s) Price(s) Volume(s)
nil 24,267
----------
d) Aggregated information 24,267
Aggregated volume Price nil
e) Date of the transaction 14 March 2022
f) Place of the transaction London AIM
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END
DSHEAEDSFEPAEFA
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March 15, 2022 06:12 ET (10:12 GMT)
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