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RNS Number : 9386U
Sanne Group PLC
04 August 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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
4 August 2022
Sanne Group plc
(Sanne)
Acquisition update
Scheme Effective
On 2 August 2022, Sanne announced that the Court had sanctioned
the Scheme at the Scheme Sanction Hearing. Sanne and Apex are
pleased to announce that, following delivery of a copy of the Court
Order to the Registrar of Companies today, the Scheme has now
become Effective in accordance with its terms.
Settlement of consideration
As set out in the scheme document published by Sanne on 10
September 2021 (Scheme Document), a Scheme Shareholder on the
register of members of Sanne at the Scheme Record Time, being 6.00
p.m. on 3 August 2022, is entitled to receive 920 pence in cash for
each Scheme Share held. Settlement of the consideration to which
any Scheme Shareholder is entitled will be effected by way of the
despatch of cheques or the crediting of CREST accounts (for Scheme
Shareholders holding Scheme Shares in certificated form and in
uncertificated form respectively) by no later than 18 August
2022.
Suspension and cancellation of listing and trading
The listing of Sanne Shares on the premium listing segment of
the Official List and the admission to trading of Sanne Shares on
the London Stock Exchange's main market for listed securities (Main
Market) were suspended with effect from 7.30 a.m. today.
It is expected that the listing of the Sanne Shares on the
premium listing segment of the Official List and the trading of
Sanne Shares on the London Stock Exchange's Main Market will each
be cancelled with effect from 8.00 a.m. on 5 August 2022.
Resignation of directors
As the Scheme has now become effective, Sanne duly announces
that, as of today's date, Rupert Robson, Nicola Palios, Sophie
O'Connor, Mel Carvill, Julia Chapman, Yves Stein and Fernando
Fanton have tendered their resignations and have stepped down from
the Sanne Board.
All times shown are London times. If any of the expected times
and/or dates above change, the revised times and/or dates will be
notified to Sanne Shareholders by announcement through a Regulatory
Information Service, with such announcement being made available on
Sanne's website at www.sannegroup.com and Apex's website at
www.theapexgroup.com .
Capitalised terms in this announcement (Announcement), unless
otherwise defined, have the same meaning as set out in the Scheme
Document and all references to times in this Announcement are to
London time unless otherwise stated.
Enquiries
Sanne
Martin Schnaier, James Ireland +44 (0) 20 3327 9720
J.P. Morgan Securities plc
("J.P. Morgan Cazenove") (Joint
Financial Adviser and Joint
Corporate Broker to Sanne)
Nicholas Hall, Jeremy Capstick,
Celia Murray, Harmeet Singh
Chadha +44 (0) 20 7742 4000
Jefferies International Limited
("Jefferies") (Joint Financial
Adviser and Joint Corporate
Broker to Sanne)
Philip Noblet, Daniel Frommelt,
Simon Hardy, James Thomlinson,
William Brown +44 (0) 20 7029 8000
Tulchan Communications LLP
("Tulchan") (Media Relations
Adviser to Sanne)
Tom Murray, Harry Cameron +44 (0) 20 7353 4200
Apex
Rosie Guest +44 (0) 20 3961 1436
Merrill Lynch International
("BofA Securities") (Joint
Financial Adviser to Apex
Parent)
Geoff Iles, Jack Williams +44 (0) 20 7628 1000
N.M. Rothschild & Sons Limited
("Rothschild & Co") (Joint
Financial Adviser to Apex
Parent)
Ravi Gupta, Martin Tomaszewski,
David Morrison +44 (0) 20 7280 5000
Further information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose 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 Sanne in
any jurisdiction in contravention of applicable law. The
Acquisition is being implemented solely by means of the Scheme
Document, which, together with the Forms of Proxy, contains the
full terms and conditions of the Acquisition. This Announcement
does not constitute a prospectus, prospectus equivalent document or
an exempted document.
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"),
which is authorised in the UK by the Prudential Regulatory
Authority and regulated in the UK by the Financial Conduct
Authority and the Prudential Regulatory Authority, is acting as
financial adviser exclusively for Sanne and no one else in
connection with the Acquisition and will not regard any other
person as its client in relation to the Acquisition and will not be
responsible to anyone other than Sanne for providing the
protections afforded to clients of J.P. Morgan Cazenove or its
affiliates, nor for providing advice in connection with the
Acquisition or any matter or arrangement referred to herein.
Jefferies International Limited ("Jefferies"), which is
authorised and regulated by the FCA in the United Kingdom, is
acting exclusively for Sanne and no one else in connection with the
matters set out in this Announcement and will not be responsible to
anyone other than Sanne for providing the protections afforded to
clients of Jefferies nor for providing advice in relation to the
matters referred to in this Announcement. Neither Jefferies 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 Jefferies in connection with this Announcement, any
statement contained herein or otherwise.
BofA Securities, a subsidiary of Bank of America Corporation,
which is authorised by the PRA and regulated by the FCA and the PRA
in the United Kingdom, is acting exclusively for Apex Parent in
connection with the matters set out in this Announcement and for no
one else and will not be responsible to anyone other than Apex
Parent for providing the protections afforded to its clients or for
providing advice in relation to the subject matter of this
Announcement or any other matters referred to in this Announcement.
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
with this Announcement, any statement contained herein or
otherwise.
Rothschild & Co, which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively for Apex Parent
and no one else in connection with the matters described in this
Announcement and will not be responsible to anyone other than Apex
Parent for providing the protections afforded to clients of
Rothschild & Co nor for providing advice in connection with any
matter referred to herein. Neither Rothschild & Co nor any of
its affiliates (nor their respective directors, officers, employees
or agent) 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 this Announcement, any
statement contained herein, the Acquisition or otherwise.
Overseas jurisdictions
The availability of the Acquisition to Sanne Shareholders who
are not resident in and citizens of the UK or Jersey 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 the UK or Jersey should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdictions. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
any such jurisdiction. Further details in relation to overseas
shareholders are contained in the Scheme Document.
The release, publication or distribution of this Announcement in
or into jurisdictions other than the UK or Jersey may be restricted
by law and therefore any persons who are subject to the law of any
jurisdiction other than the UK or Jersey should inform themselves
of, and observe, any applicable legal or regulatory requirements.
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.
This Announcement has been prepared for the purposes of complying
with the UK Listing Rules, the rules of the London Stock Exchange
and the Code 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
the UK and Jersey.
Copies of this Announcement and the formal documentation
relating to the Scheme and the Acquisition have not been, will not
be and must not be, directly or indirectly, mailed, transmitted 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, without limitation, agents, custodians,
nominees and trustees) must not, directly or indirectly, mail or
otherwise forward, distribute or send them in or into or from any
such jurisdiction.
The Acquisition is subject to Jersey law and the applicable
requirements of the Court, the Code, the Panel, the London Stock
Exchange and the FCA.
US Holders
US Holders should note that the Acquisition relates to the
securities of a Jersey company and is proposed to be implemented by
means of a scheme of arrangement under the laws of Jersey. 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 Acquisition and the Scheme are
subject to the disclosure requirements and practices applicable to
a scheme of arrangement involving a target company in Jersey listed
on the London Stock Exchange, which are different from the
disclosure requirements of the US tender offer and proxy
solicitation rules. The financial information included in the
Scheme Document has been prepared in accordance with IFRS, 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. The
receipt of cash pursuant to the Acquisition by a US Holder 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.
It may be difficult for US Holders to enforce their rights and
claims arising out of the US federal securities laws, since Apex
and Sanne are located in countries other than the US, and some or
all of their officers and directors may be residents of countries
other than the US. US Holders 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 judgement.
Neither the SEC nor any US state securities commission has
approved or disproved or passed judgment upon the fairness or the
merits of the Acquisition or determined if this Announcement is
adequate, accurate or complete.
Forward-looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by Apex and Sanne
contain statements which are, or may be deemed to be,
"forward-looking statements". 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
Apex and Sanne 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 relating to the expected effects of the
Acquisition on Apex and Sanne, the expected timing and scope of the
Acquisition and other statements other than historical facts.
Often, but not always, forward-looking statements can be identified
by the use of forward-looking words such as "plans", "expects" or
"does not expect", "is expected", "is subject to", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words
and phrases or statements that certain actions, events or results
"may", "could", "should", "would", "might" or "will" be taken,
occur or be achieved. Although Apex and Sanne believe that the
expectations reflected in such forward-looking statements are
reasonable, Apex and Sanne can give no assurance that such
expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur
in the future. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward-looking statements.
These factors include, but are not limited to: future market
conditions, changes in general economic and business conditions,
the behaviour of other market participants, the anticipated
benefits from the proposed transaction not being realised as a
result of changes in general economic and market conditions in the
countries in which Apex and Sanne operate, weak, volatile or
illiquid capital and/or credit markets, changes in tax rates,
interest rate and currency value fluctuations, the degree of
competition in the geographic and business areas in which Apex and
Sanne 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 in the
forward-looking statements. Such forward-looking statements should
therefore be construed in the light of such factors. Neither Apex
nor Sanne, 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. You are cautioned not to place any reliance on these
forward-looking statements. Other than in accordance with their
legal or regulatory obligations, neither Apex nor Sanne is under
any obligation, and Apex and Sanne 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.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, Sanne Shareholders,
persons with information rights and participants in Sanne Share
Schemes may request a hard copy of this Announcement by contacting
Sanne's Registrar during business hours on 0371 384 2030 (from
within the UK) or on +44 (0)121 415 7047 (from outside the UK) or
by submitting a request in writing to the Registrar at Corporate
Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA,
UK. 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 you in relation to the Acquisition should
be in hard copy form.
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END
SOABKQBBCBKKCFK
(END) Dow Jones Newswires
August 04, 2022 05:31 ET (09:31 GMT)
Sanne (LSE:SNN)
過去 株価チャート
から 5 2024 まで 6 2024
Sanne (LSE:SNN)
過去 株価チャート
から 6 2023 まで 6 2024