TIDMFREE
RNS Number : 0506Q
FreeAgent Holdings PLC
01 June 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
For immediate release
1 June 2018
FreeAgent Holdings plc
Scheme of Arrangement becomes effective
Further to the announcement by the boards of FreeAgent Holdings
plc (FreeAgent) and The Royal Bank of Scotland Group plc (RBS) on
27 March 2018 relating to the recommended cash offer (the Offer)
for the entire issued and to be issued ordinary share capital of
FreeAgent by Silvermere Holdings Limited (RBS Bidco), to be
implemented by way of court-sanctioned scheme of arrangement under
Part 26 of the Companies Act 2006 (the Scheme), FreeAgent is
pleased to announce that the Scheme has become effective in
accordance with its terms, following the sanction of the Scheme by
the Court of Session in Scotland on 30 May 2018 and the delivery of
the Court Order to the Registrar of Companies earlier today.
Capitalised terms used but not otherwise defined in this
announcement have the meanings given to them in the scheme document
posted to, amongst others, FreeAgent shareholders on 11 April 2018
(the Scheme Document). Full details of the Offer are set out in the
Scheme Document. As previously advised, the cancellation of trading
of FreeAgent Shares on AIM is expected to take place at 7.00 a.m.
on 4 June 2018.
The Company is no longer in an "Offer Period" as defined in the
Code and accordingly the dealing disclosure requirements previously
notified to investors no longer apply.
A copy of this announcement will be available free of charge
(subject to any applicable restrictions with respect to persons
resident in certain jurisdictions) on the FreeAgent website at
https://www.freeagent.com/investors/.
Enquiries:
FreeAgent Holdings plc via FTI Consulting,
LLP
Ed Molyneux, CEO
N+1 Singer (Financial Adviser Tel: +44 (0)
and Broker to FreeAgent) 207 496 3000
Sandy Fraser
Jen Boorer
FTI Consulting LLP
Matt Dixon Tel: +44 (0)
20 3727 1000
Jamie Ricketts freeagent@fticonsulting.com
Emma Hall
The Royal Bank of Scotland Group
plc
Matt Waymark, Investor Relations Tel: +44 (0)
20 7672 1758
BofA Merrill Lynch (RBS' Financial
Adviser and Corporate Broker) Tel: +44 (0)
20 7268 1000
Arif Vorha
Peter Luck
Geoff Iles
Pete Nicholls
Important notices
CMS Cameron McKenna Nabarro Olswang LLP is retained as legal
adviser to RBS and RBS BidCo. Dentons UK and Middle East LLP is
retained as legal adviser to FreeAgent.
Merrill Lynch International (BofA Merrill Lynch), which is
authorised by the Prudential Regulation Authority and regulated in
the United Kingdom by the Financial Conduct Authority and the
Prudential Regulation Authority, is acting exclusively for RBS and
RBS BidCo and no one else in connection with the subject matter of
this announcement and will not be responsible to anyone other than
RBS and RBS BidCo for providing the protections afforded to clients
of BofA Merrill Lynch or for providing advice in connection with
the subject matter of this announcement.
Nplus1 Singer Advisory LLP (N+1 Singer), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting solely for FreeAgent as financial adviser and broker in
relation to the matters referred to in this announcement and for no
one else. N+1 Singer will not be responsible to anyone other than
FreeAgent for providing the protections afforded to its clients or
for providing advice in relation to the contents of this
announcement or any arrangement referred to herein.
BofA Merrill Lynch and N+1 Singer have given and not withdrawn
their consent to the publication of this announcement with the
inclusion in it of the references to their respective names and
(where applicable) advice in the form and context in which they
appear.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer to
sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of an offer to buy any
securities, pursuant to the Acquisition or otherwise. The Offer
will be made solely by means of the Scheme Document or any document
by which the Acquisition is made which will contain the full terms
and conditions of the Acquisition, including details of how to vote
in respect of the Scheme.
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.
Overseas Shareholders
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to the laws of
any jurisdiction other than the United Kingdom should inform
themselves of, and observe, any applicable requirements. In
particular the ability of persons who are not resident in the UK,
to vote their FreeAgent Shares with respect to the Scheme at the
Court Meeting, and/or the General Meeting, or to appoint another
person as proxy to vote at the Court Meeting and/or the General
Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located. Any failure to
comply with the restrictions may constitute a violation of the
securities laws of any such jurisdiction. This announcement does
not constitute an offer or an invitation to purchase or subscribe
for any securities or a solicitation of an offer to buy any
securities pursuant to this announcement or otherwise in any
jurisdiction in which such offer or solicitation is unlawful. This
announcement has been prepared for the purposes of complying with
the laws of the United Kingdom, the Market Abuse Regulation and the
City 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 any jurisdiction outside
United Kingdom. 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 RBS BidCo or required by the City
Code, and permitted by applicable law and regulation, 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 form
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, transmitted or otherwise
forwarded, distributed or sent in or into or from any Restricted
Jurisdiction or any other jurisdiction where to do so would
constitute a violation of the laws of that jurisdiction, and
persons receiving such documents (including custodians, nominees
and trustees) must not mail or otherwise forward, distribute or
send such documents in or 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 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 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 or from within any Restricted
Jurisdiction.
The availability of the Acquisition to FreeAgent Shareholders
who are not resident in the United Kingdom may be affected by the
laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable requirements.
Further details in relation to FreeAgent Shareholders in
overseas jurisdictions are contained in the Scheme Document.
Notice to US holders of FreeAgent Shares
The Acquisition relates to the shares in a Scottish public
limited company and is proposed to be made by means of a scheme of
arrangement provided for under Scots law and, in the case of a
scheme of arrangement, Part 26 of the Companies Act. A transaction
effected by means of a scheme of arrangement is not subject to the
proxy solicitation or tender offer rules under the Exchange Act.
Accordingly, the Acquisition is subject to the disclosure
requirements, rules and practices applicable in the United Kingdom
to schemes of arrangement, which differ from the requirements of US
proxy solicitation or tender offer rules. If, in the future, RBS
BidCo exercises the right to implement the Acquisition by way of a
Takeover Offer and determines to extend the offer into the US, the
Acquisition will be made in compliance with applicable US laws and
regulations. Financial information included in this announcement
and the Scheme Document has been or will have been prepared in
accordance with non-US accounting standards that 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.
It may be difficult for US holders of FreeAgent Shares to
enforce their rights and any claim arising out of the US federal
securities laws, since RBS, RBS BidCo and FreeAgent are located in
a non-US jurisdiction, and some or all of their officers and
directors may be residents of a non-US jurisdiction. US holders of
FreeAgent 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.
Neither the SEC nor any securities commission of any state of
the United States has approved the Acquisition, passed upon the
fairness of the Acquisition or passed upon the adequacy or accuracy
of this announcement. Any representation to the contrary is a
criminal offence in the United States.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its FreeAgent Shares pursuant
to the Scheme will likely be a taxable transaction for United
States federal income tax purposes and under applicable United
States state and local, as well as foreign and other, tax laws.
Each US holder is urged to consult his or her independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to him or her.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the Exchange Act, RBS BidCo or its nominees or brokers
(acting as agents) may from time to time make certain purchases of,
or arrangements to purchase, FreeAgent Shares outside the United
States, other than pursuant to the Acquisition, until the Scheme
becomes Effective and/or the date on which the Takeover Offer
becomes unconditional, lapses or is otherwise withdrawn. These
purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. Any information
about such purchases will be disclosed as required in the UK, will
be reported to the Regulatory Information Service of the London
Stock Exchange and will be available on the London Stock Exchange
website.
Publication on website and availability of hard copies
A copy of this announcement will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on RBS's and FreeAgent's websites at
https://investors.rbs.com and
www.https://www.freeagent.com/investors, respectively, by no later
than 12.00 p.m. (London time) on the Business Day following this
announcement. None the contents of RBS's website, those of
FreeAgent's website, or those of any other website accessible from
hyperlinks on either RBS's or FreeAgent's website, are incorporated
into or form part of this announcement.
FreeAgent Shareholders may request a hard copy of this
announcement (and any information incorporated by reference in this
announcement) by writing to Computershare at Computershare Investor
Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ or
by calling, between 8.30am and 5.30pm (UK time) Monday to Friday
(except UK public holidays), on 03707071721 from within the UK or
+443707071721, if calling from outside the UK. FreeAgent
Shareholders 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. A hard copy of such
documents, announcements (including this announcement) and
information will not be sent unless such a request is made.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
SOAUGUGWQUPRGGG
(END) Dow Jones Newswires
June 01, 2018 07:37 ET (11:37 GMT)
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