TIDMATQT
RNS Number : 7893I
ATTRAQT Group PLC
06 December 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
6 December 2022
RECOMMED CASH OFFER
for
ATTRAQT GROUP PLC
by
AEGEAN BIDCO LIMITED
(an indirect wholly-owned subsidiary of Crownpeak Holdings,
LLC)
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Scheme of Arrangement becomes Effective
On 29 September 2022, the boards of Aegean Bidco Limited
("Bidco") and Attraqt Group PLC ("Attraqt") announced that they had
reached agreement on the terms of a recommended cash offer to be
made by Bidco to acquire the entire issued and to be issued share
capital of Attraqt, to be effected by means of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006. The
scheme circular in relation to the cash offer was posted to Attraqt
Shareholders on 19 October 2022 (the "Scheme Document").
Further to the announcement made on 24 November 2022 that the
Court has sanctioned the Scheme, the Scheme Court Order has now
been delivered to the Registrar of Companies and, accordingly, the
recommended cash offer for Attraqt by Bidco has now become
Effective in accordance with its terms and, pursuant to the Scheme,
the entire issued and to be issued share capital of Attraqt is now
owned by Bidco.
Scheme Shareholders on the register of members of the Company at
the Scheme Record Time, being 6.00 p.m. on 5 December 2022, will be
entitled to receive 30 pence in cash for each Scheme Share held at
the Scheme Record Time. Settlement of the cash consideration due to
Scheme Shareholders will occur within 14 days in accordance with
the terms of the Scheme.
Dealings in Attraqt Shares were suspended with effect from 7.30
a.m. (London time) on 6 December 2022. The cancellation of
admission to trading of Attraqt Shares on AIM is expected to take
effect at 7.00 a.m. on 7 December 2022.
As a result of the Scheme having become Effective, share
certificates in respect of Attraqt Shares have ceased to be valid
documents of title and entitlements to Attraqt Shares held in
uncertificated form in CREST will be cancelled.
Additionally, as the Scheme has now become Effective, Tom
Crawford, Grahame Cook, Laura Harnett, Luke McKeever and Robert
Fenner have resigned from the Board of Attraqt and Andrew Doane,
Sujit Banerjee, David Pincus and Jonah Paransky have been appointed
to the Board of Attraqt, in each case with effect from today's
date.
Unless otherwise defined, all capitalised terms in this
announcement shall have the meaning given to them in the Scheme
Document.
Enquiries:
Attraqt
Tom Crawford, Chairman via Raymond James
Mark Adams, Chief Executive Officer
Eric Dodd, Chief Financial Officer
Raymond James (Financial Adviser to Attraqt)
Junya Iwamoto Tel: + 44 (0) 20 3 798 5700
William Tridimas
Felix Beck
Jessica Johnston
Canaccord Genuity (Nominated Adviser and Broker to Attraqt)
Simon Bridges Tel: + 44 (0) 20 7 523 8000
Adam James
Thomas Diehl
Alma PR (Financial PR to the Company)
Sam Modlin Tel: + 44 (0) 20 3 405 0205
Andy Bryant
K1 Investment Management, Crownpeak and Bidco
Katy Brown Tel: + 1 (800) 310 2870
finnCap (Financial adviser to K1 Investment Management,
Crownpeak and Bidco)
Henrik Persson Tel: +44 (0) 20 7220 0500
Seamus Fricker
Charlie Beeson
Latham & Watkins (London) LLP and Kirkland & Ellis LLP
are retained as legal advisers to K1 Investment Management,
Crownpeak and Bidco.
Taylor Wessing LLP are retained as legal adviser to Attraqt.
Important Notices
Raymond James Financial International Limited ("Raymond James"),
which is authorised and regulated in the United Kingdom by the FCA,
is acting as financial adviser to Attraqt and no-one else in
connection with the matters described in this Announcement and will
not be responsible to anyone other than Attraqt for providing the
protections afforded to clients of Raymond James nor for providing
advice in connection with the matters referred to herein. Neither
Raymond James 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 Raymond James in connection with this
Announcement, any statement contained herein, the Acquisition or
otherwise.
Canaccord Genuity Limited ("Canaccord Genuity"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as nominated adviser and broker to Attraqt and no-one else
in connection with the matters described in this Announcement and
will not be responsible to anyone other than Attraqt for providing
the protections afforded to clients of Canaccord Genuity nor for
providing advice in connection with the matters referred to herein.
Neither Canaccord Genuity 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 Canaccord Genuity in
connection with this Announcement, any statement contained herein,
the Acquisition or otherwise.
finnCap Ltd ("finnCap"), which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting as
financial adviser to K1 Investment Management, Crownpeak and Bidco
and no one else in connection with the matters described in this
Announcement and will not be responsible to anyone other than K1
Investment Management, Crownpeak or Bidco for providing the
protections offered to clients of finnCap or for providing advice
in connection with any matter referred to in this Announcement.
Neither finnCap nor any of its affiliates (nor their respective
directors, officers, employees or agents) 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 finnCap in connection with this
Announcement, any statement contained herein, the Offer or
otherwise. No representation or warranty, express or implied, is
made by finnCap as to the contents of this Announcement.
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 and on the terms set out in
the Scheme Document (or, in the event that the Acquisition is to be
implemented by means of a Takeover Offer, the offer document) and
the accompanying Forms of Proxy, which will contain the full terms
and conditions of the Acquisition, including details of how to vote
in respect 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. Scheme Shareholders are
strongly advised to read the formal documentation in relation to
the Acquisition once it has been despatched.
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 service of this Announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this Announcement since such date.
Overseas shareholders
This Announcement has been prepared for the purpose of complying
with English law, the AIM Rules 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 the United Kingdom.
The laws of the relevant jurisdictions may affect the
availability of the Acquisition to persons who are not resident in
the United Kingdom . Persons who are not resident in the United
Kingdom, or who are subject to laws of any jurisdiction other than
the United Kingdom, should inform themselves about, and observe any
applicable requirements. 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. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Attraqt Shares at the Court Meeting or the General
Meeting, or to execute and deliver Forms of Proxy appointing
another to vote their Attraqt Shares in respect of the Court
Meeting or the General Meeting on their behalf, may be affected by
the laws of the relevant jurisdiction in which they are
located.
Any failure to comply with the applicable legal or regulatory
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction . To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility and liability for the
violation of such restrictions by any person.
Unless otherwise determined by Bidco or required by the Code and
permitted by applicable law and regulation, the Acquisition will
not be made, directly or indirectly, in or into or by use of the
mails or any other means or instrumentality (including, without
limitation, telephonic or electronic) of interstate or foreign
commerce of, or any facility of a national, state or other
securities exchange of, a Restricted Jurisdiction, and the
Acquisition will not be capable of acceptance by any such use,
means, instrumentality or facility or from within a Restricted
Jurisdiction . Accordingly, copies of this Announcement and formal
documentation relating to the Acquisition are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded or
distributed in, into or from a Restricted Jurisdiction and persons
receiving this Announcement (including custodians, nominees and
trustees) must not distribute or send it into or from a Restricted
Jurisdiction. In the event that the Acquisition is implemented by
way of a Takeover Offer and extended into the US, Bidco will do so
in satisfaction of the procedural and filing requirements of the US
securities laws at that time, to the extent applicable thereto. The
Acquisition relates to the shares of a company incorporated in
England and it is proposed to be made by means of a scheme of
arrangement provided for under English law. The Scheme will relate
to the shares of a UK company that is a "foreign private issuer" as
defined under Rule 3b-4 under the US Exchange Act. A transaction
effected by means of a scheme of arrangement is not subject to the
shareholder vote, proxy solicitation and tender offer rules under
the US Exchange Act. Accordingly, the Scheme is subject to the
disclosure requirements and practices applicable in the UK to
schemes of arrangement, which differ from the disclosure
requirements and practices of US shareholder vote, proxy
solicitation and tender offer rules. Financial information included
in the relevant documentation will have been prepared in accordance
with accounting standards applicable in the UK and may not be
comparable to the financial statements of US companies. However, if
Bidco were to elect to implement the Acquisition by means of a
Takeover Offer, such Takeover Offer shall be made in compliance
with all applicable laws and regulations, including section 14(e)
of the US Exchange Act and Regulation 14E thereunder. Such Takeover
Offer would be made in the US by Bidco and no one else. In addition
to any such Takeover Offer, Bidco, certain affiliated companies and
the nominees or brokers (acting as agents) may make certain
purchases of, or arrangements to purchase, shares in Attraqt
outside such Takeover Offer during the period in which such
Takeover Offer would remain open for acceptance. If such purchases
or arrangements to purchase are made they would be made outside the
United States in compliance with applicable law, including the US
Exchange Act.
Forward-looking statements
This Announcement may contain certain "forward-looking
statements" with respect to Attraqt, Bidco, Crownpeak and K1
Investment Management. These forward-looking statements can be
identified by the fact that they do not relate only to historical
or current facts. Forward-looking statements often use words such
as "anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "will", "may", "should", "would", "could" or
other words or terms of similar meaning or the negative thereof.
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 of K1 Investment Management,
Crownpeak and/or Bidco and the expansion and growth of Attraqt and
potential synergies resulting from the Acquisition; and (iii) the
effects of government regulation on the business of Attraqt.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause actual
results, performance or developments to differ materially from
those expressed in or implied by such forward-looking statements.
These forward-looking statements are based on numerous assumptions
regarding present and future strategies and environments. None of
K1 Investment Management, Crownpeak, Bidco or Attraqt, 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. You 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 K1 Investment Management, Crownpeak, Bidco or
Attraqt or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statement above.
Should one or more of these risks or uncertainties materialise, or
should underlying assumptions prove incorrect, actual results may
vary materially from those described in this Announcement. Bidco,
Crownpeak, K1 Investment management and Attraqt assume no
obligation to update publicly or revise forward-looking or other
statements contained in this Announcement, whether as a result of
new information, future events or otherwise, except to the extent
legally required.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or estimate for Attraqt in respect of any period and no
statement in this Announcement should be interpreted to mean that
earnings or earnings per Attraqt Share for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per Attraqt Share.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this
Announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, on Attraqt's website at
https://www.attraqt.com/attraqt-update/ and on Crownpeak's website
at https://www.crownpeak.com by no later than 12:00 noon on the
Business Day following the date of this Announcement. 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.
Requesting hard copies
Pursuant to Rule 30.3 of the Takeover Code, a person so entitled
may request a copy of this Announcement in hard copy form by
contacting the Company's registrars, Link Group, during business
hours on 0371 664 0321 (or if calling from outside the UK +44 371
664 0321) or by submitting a request in writing at Link Group,
PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL. 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. The helpline is open between 9.00
a.m. and 5.30 p.m., Monday to Friday, excluding public holidays in
England and Wales. A person may also request that all future
documents, announcements and information to be sent to that person
in relation to the Acquisition should 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.
Electronic communications - information for Attraqt
Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Attraqt Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Attraqt may be provided to Bidco during the
Offer Period as required under section 4 of Appendix 4 of the
Code
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END
SOABXBDDDGGDGDL
(END) Dow Jones Newswires
December 06, 2022 08:04 ET (13:04 GMT)
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