TIDMACI
RNS Number : 9828R
Alternative Credit Investments PLC
11 March 2021
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.
11 March 2021
Recommended Cash Offer
for
Alternative Credit Investments plc
Court sanction of Scheme of Arrangement
On 3 November 2020, the board of directors of Waterfall EIT UK
Limited and the board of directors of Alternative Credit
Investments plc ("ACI") announced that they had reached agreement
on the terms of a recommended cash offer to be made by Bidco for
the entire issued ordinary share capital of ACI (the "Acquisition")
proposed to be effected by means of a court-sanctioned scheme of
arrangement between ACI and the ACI Shareholders under Part 26 of
the Companies Act 2006 (the "Scheme").
Capitalised terms used in this announcement ("Announcement") but
not otherwise defined have the meanings given to them in the Scheme
Document. All references to times in this Announcement are to
London, United Kingdom times.
Receipt of Court sanction
The ACI Board is pleased to announce that, at a hearing held
earlier today, the Court sanctioned the Scheme.
All the Conditions to the Acquisition have now been satisfied or
waived, save for the delivery to the Registrar of Companies of a
copy of the Court Order at which point the Scheme will become
Effective. A further announcement confirming that the Scheme has
become Effective will be released in due course.
Tomorrow, 12 March 2021, will be the last day for dealings in,
and for registration of transfers of, ACI Shares. CREST will be
disabled in respect of ACI Shares with effect from 6.00 p.m.
tomorrow and dealings in ACI Shares will be suspended by 7.30 a.m.
on 15 March 2021.
Applications have been made to the FCA and the London Stock
Exchange in relation to the delisting of the ACI Shares from the
premium segment of the Official List and the cancellation of the
admission to trading of ACI Shares to the London Stock Exchange's
main market, which are each expected to take place by 7.30 a.m. on
16 March 2021.
Enquiries
Smith Square Partners (financial adviser to
ACI) Tel: +44 (0)20 3696
Ben Mingay / John Craven 7260
Liberum Capital Limited (corporate broker to
ACI) Tel: +44 (0)20 3100
Gillian Martin / Cameron Duncan / Owen Matthews 2000
Brunswick Group LLP (communications adviser
to ACI) Tel: +44 (0)20 7404
Nick Cosgrove / Pip Green 5959
Numis (financial adviser to Waterfall and Bidco)
Stuart Ord / Nathan Brown / George Fry Tel: +44 (0)20 7260
1000
Garfield Advisory (communications adviser to
Waterfall)
Andrew Garfield Tel: +44(0) 797 498
Jason Nisse 2337
Tel: +44(0) 776 968
8618
Stephenson Harwood LLP are retained as legal adviser to ACI.
Latham & Watkins LLP are retained as legal adviser to Waterfall
and Bidco.
Important Notices
Smith Square Partners LLP ("Smith Square Partners"), which is
authorised and regulated by the FCA in the United Kingdom, is
acting exclusively for ACI and no one else in connection with the
Acquisition and other matters set out in this Announcement and will
not be responsible to anyone other than ACI for providing the
protections afforded to clients of Smith Square Partners nor for
providing advice in relation to the Acquisition or any other
matters referred to in this Announcement. Neither Smith Square
Partners 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 Smith Square Partners in connection
with this Announcement, any statement contained herein or
otherwise.
Liberum Capital Limited ("Liberum") which is authorised and
regulated by the FCA in the United Kingdom is appointed as
corporate broker to ACI and is acting exclusively for ACI and no
one else in connection with the Acquisition and other matters set
out in this Announcement, and will not be responsible to anyone
other than ACI for providing the protections afforded to clients of
Liberum, nor for providing advice in relation to the Acquisition or
any other matters referred to in this Announcement.
Numis Securities Limited ("Numis"), which is regulated by the
FCA in the United Kingdom, is acting exclusively for Waterfall and
Bidco and no one else in connection with the Acquisition and other
matters set out in this Announcement and will not be responsible to
anyone other than Waterfall and Bidco for providing the protections
afforded to clients of Numis, or for providing advice in connection
with the Acquisition or any matter referred to herein. Neither
Numis 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 Numis in connection with this Announcement, any
statement contained herein or otherwise.
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 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) 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.
This Announcement does not constitute a prospectus or a
prospectus exempted document.
Overseas jurisdictions
This Announcement has been prepared for the purpose of complying
with English law, the Listing 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 other 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.
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.
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.
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. 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. 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 ACI 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 Waterfall, Bidco and ACI. 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.
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
Waterfall, Bidco or ACI, 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 Waterfall, Bidco or ACI
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 and ACI
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.
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 the Offer Website at
https://www.alternativecreditinvestments.co.uk/offer-for-aci/ by no
later than 12.00 p.m. (London time) on the Business Day following
this Announcement. For the avoidance of doubt, neither the contents
of the Offer Website nor the content of any other website
accessible from hyperlinks on such websites is incorporated into,
or forms part of, this Announcement.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the 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) applies must be made by no later than
3.30 pm on the 10th Business Day (as defined in the Code) following
the commencement of the offer period and, if appropriate, by no
later than 3.30 pm on the 10th Business Day (as defined in the
Code) 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 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. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 pm on the
Business Day (as defined in the Code) 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 Takeover 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.
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END
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March 11, 2021 07:20 ET (12:20 GMT)
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