TIDMSGM
RNS Number : 5502D
Sigma Capital Group PLC
29 June 2021
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 THAT JURISDICTION
FOR IMMEDIATE RELEASE
29 June 2021
RECOMMED CASH ACQUISITION
OF
SIGMA CAPITAL GROUP PLC
BY
SIX BIDCO LTD
(a wholly-owned indirect subsidiary of investment
funds managed by PineBridge Benson Elliot LLP)
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Publication of Scheme Document
On 11 June 2021, the boards of Sigma Capital Group plc ("
Sigma") and Six Bidco Ltd ("Bidco") announced that they had agreed
the terms of a recommended cash acquisition of Sigma by Bidco
pursuant to which Bidco will acquire the entire issued and to be
issued share capital of Sigma (the "Acquisition"). The Acquisition
will be effected by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme")
and is subject to the terms and conditions set out in the
shareholder circular relating to the Scheme (the "Scheme
Document").
Capitalised terms used but not defined in this Announcement have
the meanings given to them in the Scheme Document, unless the
context requires otherwise.
Publication and posting of the Scheme Document
Sigma and Bidco are pleased to announce that it has today
published the Scheme Document, setting out, among other things, a
letter from the Senior Independent Non-Executive Director of Sigma,
an explanatory statement pursuant to section 897 of the Companies
Act 2006, the full terms and conditions of the Scheme, notices of
the Court Meeting and the General Meeting, an expected timetable of
principal events and details of the action to be taken by Sigma
Shareholders.
The Scheme Document is available, subject to certain
restrictions relating to persons in Restricted Jurisdictions, on
Sigma's website at
www.sigmacapital.co.uk/investor-relations/offer-for-the-company/
and on Bidco's website at
www.pinebridge.com/pinebridge-benson-elliot/firm-offer and will
also be submitted to the National Storage Mechanism where it will
be available at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Hard copies of the Scheme Document together with the Forms of
Proxy for the Court Meeting and the General Meeting are being
posted today to Sigma Shareholders and, for information only, to
persons with information rights.
Action required
As described in the Scheme Document, in order to become
Effective, the Scheme will require, among other things, that a
majority in number of the Independent Scheme Shareholders present
and voting (and entitled to vote) either in person or by proxy,
representing not less than 75 per cent. in value of the Scheme
Shares held by such Scheme Shareholders, vote in favour of the
Scheme at the Court Meeting, and that the requisite majorities of
eligible Sigma Shareholders approve the resolutions relating to the
Scheme to be proposed at the General Meeting. The Scheme is also
subject to the satisfaction or (where applicable) waiver of the
Conditions and further terms set out in the Scheme Document.
Notices of the Court Meeting and the General Meeting, both of
which will be held at 18 Alva Street, Edinburgh, Scotland, EH2 4QG
on 23 July 2021 are set out in Parts XI (Notice of Court Meeting)
and XII (Notice of General Meeting) respectively of the Scheme
Document. The Court Meeting will start at 10:00 a.m. on that date
and the General Meeting at 10:15 a.m. or as soon thereafter as the
Court Meeting concludes or is adjourned.
Due to the limited capacity of the meeting venue and in light of
the COVID-19 restrictions in place at the date of this
Announcement, and which may be in place on the date of the
Meetings, and in the interests of the health and safety of our
directors and shareholders, Sigma Shareholders and Independent
Scheme Shareholders (including their duly appointed proxies and/or
corporate representatives) are strongly discouraged from attending
the Court Meeting or the General Meeting in person. You are
encouraged therefore to submit your votes by completing and
returning the Forms of Proxy in accordance with the instructions
printed thereon or to appoint a proxy electronically or online as
referred to in the Scheme Document.
Independent Scheme Shareholders and Sigma Shareholders (and
their duly appointed proxies and/or corporate representatives) will
therefore be given the opportunity to remotely attend, ask
questions, submit written questions, raise any objections and vote
at the Court Meeting and the General Meeting via the Virtual
Meeting Platform. The Virtual Meeting Guide contains further
information on remotely accessing and participating in the Meetings
via the Virtual Meeting Platform and is available on Sigma's
website at
www.sigmacapital.co.uk/investor-relations/offer-for-the-company . A
copy of the Virtual Meeting Guide will also be posted to Sigma
Shareholders with the Scheme Document and Forms of Proxy.
Independent Scheme Shareholders and Sigma Shareholders are
therefore strongly encouraged to vote by appointing "the Chair of
the meeting" as their proxy (either electronically, by post or by
hand using the printed Forms of Proxy, as set out in the Scheme
Document) before the relevant deadline. The Chair of the relevant
meeting will vote in accordance with the voting instructions of the
appointing Scheme Shareholder or Sigma Shareholder. If any other
person is appointed as proxy, he or she is unlikely to be permitted
to attend the relevant Meeting in person, but will be able to
attend, ask questions, submit written questions, raise any
objections and vote at the relevant Meeting remotely via the
Virtual Meeting Platform.
It is important that, for the Court Meeting in particular, as
many votes as possible are cast, so that the Court may be satisfied
that there is a fair representation of Independent Scheme
Shareholder opinion. Independent Scheme Shareholders are therefore
strongly urged to sign and return their Forms of Proxy by post (or
transmit a proxy appointment and voting instruction online or
through the CREST electronic proxy appointment service) as soon as
possible.
The Independent Sigma Directors, who have been so advised by
Rothschild & Co as to the financial terms of the Acquisition,
unanimously consider the terms of the Acquisition to be fair and
reasonable. In providing its advice to the Independent Sigma
Directors, Rothschild & Co has taken into account the
commercial assessments of the Independent Sigma Directors.
Rothschild & Co is providing independent financial advice to
the Independent Sigma Directors for the purposes of Rule 3 of the
Takeover Code.
The Independent Sigma Directors consider that the terms of the
Acquisition are in the best interests of the Sigma Shareholders as
a whole. Accordingly, the Independent Sigma Directors recommend
unanimously that (a) Independent Scheme Shareholders vote in favour
of the Scheme at the Court Meeting; (b) Independent Sigma
Shareholders vote in favour of the Ordinary Resolution to be
proposed at the General Meeting; and (c) Sigma Shareholders vote in
favour of the Special Resolution to be proposed at the General
Meeting, as the Independent Sigma Directors who are interested in
Sigma Shares have irrevocably undertaken to do in respect of their
own beneficial holdings (and those of their connected persons) in
respect of which they control the voting rights.
Holders of Scheme Shares should read the Scheme Document in its
entirety before making a decision with respect to the Scheme.
Each of Evercore, N+1 Singer and Rothschild & Co has given
and not withdrawn its written consent to the issue of this
Announcement with the inclusion of references to its name in the
form and context in which they are included.
Shareholder Helplines
A shareholder helpline is available for Sigma Shareholders. If
Sigma Shareholders have any questions about the Scheme Document,
the Court Meeting or the General Meeting or are in any doubt as to
how to complete the Forms of Proxy or to appoint a proxy online or
electronically please call Link Group on 0371 664 0321. For
questions regarding the Virtual Meeting Platform, please call Link
Group on 0371 227 1020. Calls are charged at the standard
geographic rate and will vary by provider. Calls from outside the
United Kingdom will be charged at the applicable international
rate. The helplines are open between 9.00am - 5.30pm, Monday to
Friday excluding public holidays in England and Wales. Please note
that Link Group cannot provide any financial, legal or tax advice
and calls may be recorded and monitored for security and training
purposes.
Participants in the Sigma Share Plans
Sigma confirms that today it is also posting to participants in
the Sigma Share Plans a letter (the Sigma Share Plans Letter)
setting out information regarding how they can participate in the
Acquisition. Participants in the Sigma Share Plans are encouraged
to read the full terms of the Sigma Share Plans Letter and
accompanying documentation and, if they wish to take the actions
described in the Sigma Share Plans Letter and participate in the
Acquisition, ensure such actions are taken ahead of the deadline
explained in the Sigma Share Plans Letter.
Expected timetable of principal events
The expected timetable of principal events is set out below.
Subject to the approval of the Scheme at the Court Meeting, the
passing of the Resolution at the General Meeting and the
satisfaction or (where applicable) waiver of the other Conditions
set out in the Scheme Document, including the sanction of the
Court, the Scheme is expected to become Effective during the third
quarter of 2021.
The following indicative timetable is based on Sigma's and
Bidco's current expected dates for the implementation of the Scheme
and is subject to change. It is also reproduced in the Scheme
Document.
If any of the dates and/or times in this expected timetable
change, the revised dates and/or times will be notified to Sigma
Shareholders by announcement through the Regulatory Information
Service of the London Stock Exchange.
At the present time the Scheme Court Hearing (D in the
indicative timetable set out below) is expected to take place on 5
August 2021. If the Scheme Court Hearing takes place on that date
and the Court sanctions the Scheme at that hearing then the
Effective Date of the Scheme (D+2 Business Days in the indicative
timetable set out below) is expected to be 9 August 2021.
Event Time and/or date(1)
Publication of this Document 29 June 2021
Latest time for lodging Forms of Proxy for the:
Court Meeting (BLUE form) 10:00 a.m. on 21 July 2021(2)
General Meeting (YELLOW form) 10:15 a.m. on 21 July 2021(3)
Voting Record Time 6:00 p.m. on 21 July 2021(4)
Court Meeting 10:00 a.m. on 23 July 2021
General Meeting 10:15 a.m. on 23 July 2021(5)
The following dates and times associated with the Scheme
are subject to change and will depend on, among other things,
the date on which the Conditions to the Scheme are satisfied
or, if capable of waiver, waived, and the date on which the
Court sanctions the Scheme. Sigma will give adequate notice
of all of these dates and times, when known, by issuing an
announcement through a Regulatory Information Service, with
such announcement being made available on Sigma's website
at www.sigmacapital.co.uk/investor-relations/offer-for-the-company
. Further updates and changes to these times will be notified
in the same way. See also note (1).
Scheme Court Hearing a date (following the Meetings) expected
to
be no later than 14 days after the satisfaction (or, if applicable,
waiver) of Conditions 2(a) and 2(b) in Part A of Part III
of this Document ("D")
Last day for dealings in, and for the registration
of transfer of, Sigma Shares D+1 Business Day
Scheme Record Time 6:00 p.m. on D+1 Business Day
Disablement of CREST in respect of Sigma Shares 6:00 p.m.
on D+1 Business Day
Suspension of dealings in Sigma Shares by 7:30 a.m. on D+2
Business Days
Effective Date of the Scheme D+2 Business Days (6)
Cancellation of listing of Sigma Shares by 7:30 a.m. on D+3
Business Days
Latest date for despatch of cheques and crediting of
CREST accounts for cash consideration due
under the Scheme within 14 days of the Effective Date
Long Stop Date (7) 13 December 2021
(1) The dates and times given are indicative only and are
based on current expectations and are subject to change (including
as a result of changes to the regulatory timetable).
References to times are to London, United Kingdom time unless
otherwise stated. If any of the times and/or dates above change,
the revised times and/or dates will be notified to Sigma Shareholders
by announcement through a Regulatory Information Service.
Participants in the Sigma Share Plans will be contacted separately
to inform them of the effect of the Scheme on their rights
under the Sigma Share Plans, including details of any appropriate
proposals being made and dates and times relevant to them.
(2) It is requested that BLUE Forms of Proxy for the Court
Meeting be lodged not later than 48 hours prior to the time
appointed for the Court Meeting or, if the Court Meeting is
adjourned, the time fixed for any adjourned Court Meeting
(excluding any part of such 48 hour period falling on a day
that is not a working day). If the BLUE Form of Proxy for
the Court Meeting is not lodged by 10:00 a.m. on 21 July 2021,
it may be emailed to post_proxy_deadline_court_votes@linkgroup.co.uk
any time prior to the commencement of the Court Meeting. Please
note that any Forms of Proxy sent to this email address before
10:00 a.m. on 21 July 2021 may be discounted as invalid.
(3) In order to be valid, the YELLOW Forms of Proxy for the
General Meeting must be received by 10:15 a.m. on 21 July
2021 or, if the General Meeting is adjourned, 48 hours prior
to the time fixed for the adjourned General Meeting (excluding
any part of such 48 hour period falling on a day that is not
a working day).
(4) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
Meeting will be 6:00 p.m. on the day which is two Business
Days prior to the date of the adjourned Meeting.
(5) To commence at 10:15 a.m. or as soon thereafter as the
Court Meeting concludes or is adjourned.
(6) Bidco expects that, subject to the satisfaction of Condition
1 in Part A of Part III (Conditions to the Implementation
of the Scheme and to the Acquisition) of the Scheme Document,
the Acquisition will become Effective during the third quarter
of 2021.
(7) This is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended to
such later date as may be agreed by Sigma and Bidco (with
the Panel's consent and as the Court may approve (if such
approval(s) are required)).
Enquiries
Sigma Capital Group plc
Graham Barnet, Chief Executive Officer and Founder / Michael McGill, Group Chief Tel: +44 (0) 33 3999 9926
Financial
Officer
Rothschild & Co (Financial Adviser to Sigma)
Peter Everest / Amit Thakkar Tel: +44 (0) 20 7280 5000
N+1 Singer (NOMAD and Broker to Sigma) Tel: +44 (0) 20 7496 3000
Sandy Fraser / Rachel Hayes
KTZ Communications (PR Adviser to Sigma) Tel: +44 (0) 20 3178 6378
Katie Tzouliadis / Dan Mahoney
PineBridge Benson Elliot
George MacKinnon / Luca Scollo Tel: +44 (0) 20 7808 8900
Evercore (Financial Adviser to PineBridge Benson Elliot and Bidco)
Federico Montero / Tiarnan O'Rourke / Tariq Ennaji Tel: +44 (0) 20 7653 6000
FTI Consulting (PR Adviser to Bidco) Tel: +44 (0) 20 3727 1000
Dido Laurimore / Claire Turvey
Dentons UK and Middle East LLP is acting as legal adviser to
Sigma. Paul Hastings (Europe) LLP is acting as legal adviser to
Bidco.
Important notices
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively for Sigma
and no one else in connection with the Acquisition and will not be
responsible to anyone other than Sigma for providing the
protections afforded to clients of Rothschild & Co nor for
providing advice in relation to the Acquisition or any other matter
referred to herein. Neither Rothschild & Co nor any of its
subsidiaries, branches or 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 Rothschild & Co in connection
with any matter referred to herein or otherwise. Apart from the
responsibilities and liabilities, if any, which may be imposed on
Rothschild & Co by FSMA, or the regulatory regime established
thereunder, or under the regulatory regime of any jurisdiction
where exclusion of liability under the relevant regulatory regime
would be illegal, void or unenforceable, neither Rothschild &
Co nor any of its affiliates accepts any responsibility or
liability whatsoever for the contents of this Announcement, and no
representation, express or implied, is made by it, or purported to
be made on its behalf, in relation to any matter referred to
herein, including its accuracy, completeness or verification of any
other statement made or purported to be made by it, or on its
behalf, in connection with Sigma or the matters described in this
Announcement. To the fullest extent permitted by applicable law,
Rothschild & Co and its affiliates accordingly disclaim all and
any responsibility or liability whether arising in tort, contract
or otherwise (save as referred to above) which they might otherwise
have in respect of this Announcement or any statement contained
herein.
Nplus1 Singer Advisory LLP ("N+1 Singer"), which is authorised
and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively as nominated adviser and broker for
Sigma and for no one else in connection with the subject matter of
this Announcement and will not be responsible to anyone other than
Sigma for providing the protections afforded to its clients or for
providing advice in connection with the subject matter of this
Announcement. Neither N+1 Singer nor any of its subsidiaries,
branches or 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 N+1 Singer in connection with any matter referred
to herein or otherwise. Apart from the responsibilities and
liabilities, if any, which may be imposed on N+1 Singer by FSMA, or
the regulatory regime established thereunder, or under the
regulatory regime of any jurisdiction where exclusion of liability
under the relevant regulatory regime would be illegal, void or
unenforceable, neither N+1 Singer nor any of its affiliates accepts
any responsibility or liability whatsoever for the contents of this
Announcement, and no representation, express or implied, is made by
it, or purported to be made on its behalf, in relation to any
matter
referred to herein, including its accuracy, completeness or
verification of any other statement made or purported to be made by
it, or on its behalf, in connection with Sigma or the matters
described in this Announcement. To the fullest extent permitted by
applicable law, N+1 Singer and its affiliates accordingly disclaim
all and any responsibility or liability whether arising in tort,
contract or otherwise (save as referred to above) which they might
otherwise have in respect of this Announcement or any statement
contained herein.
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated by the Financial Conduct Authority in the
UK, is acting exclusively as financial adviser to Bidco and
PineBridge Benson Elliot and no one else in connection with the
Acquisition and will not be responsible to anyone other than Bidco
or PineBridge Benson Elliot for providing the protections afforded
to clients of Evercore nor for providing advice in connection with
the matters referred to herein. Neither Evercore nor any of its
subsidiaries, branches or 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 Evercore in connection with any
matter referred to herein or otherwise. Apart from the
responsibilities and liabilities, if any, which may be imposed on
Evercore by FSMA, or the regulatory regime established thereunder,
or under the regulatory regime of any jurisdiction where exclusion
of liability under the relevant regulatory regime would be illegal,
void or unenforceable, neither Evercore nor any of its affiliates
accepts any responsibility or liability whatsoever for the contents
of this Announcement, and no representation, express or implied, is
made by it, or purported to be made on its behalf, in relation to
any matter referred to herein, including its accuracy, completeness
or verification of any other statement made or purported to be made
by it, or on its behalf, in connection with Bidco, PineBridge
Benson Elliot or the matters described in this Announcement. To the
fullest extent permitted by applicable law, Evercore and its
affiliates accordingly disclaim all and any responsibility or
liability whether arising in tort, contract or otherwise (save as
referred to above) which they might otherwise have in respect of
this Announcement or any statement contained herein.
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
invitation 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 Sigma in any jurisdiction in contravention of
applicable law. The Acquisition is made solely through the Scheme
Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the offer document), which together with the
associated forms of proxy (or, if the Acquisition is implemented by
way of a Takeover Offer, the form of acceptance) contains the full
terms and conditions of the Acquisition, including details of how
to vote in respect of the Acquisition. Any acceptance or other
response to the Acquisition should be made only on the basis of the
information in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the offer document).
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
This Announcement has been prepared in accordance with English
law, the Code, the Market Abuse Regulation and the Disclosure
Guidance and Transparency Rules and information disclosed may not
be the same as that which would have been prepared in accordance
with the laws of jurisdictions outside England. The release,
publication or distribution of this Announcement in or into
jurisdictions other than the UK or the United States may be
restricted by law and therefore any persons who are subject to the
law of any jurisdiction other than the UK or the United States
should inform themselves about, and observe, any applicable legal
or regulatory requirements.
The Acquisition is subject to the applicable rules and
regulations of the FCA, the London Stock Exchange and the Code.
Sigma and Bidco urge Sigma Shareholders to read the Scheme
Document (including the associated forms of proxy) (and/or, in the
event that the Acquisition is to be implemented by way of a
Takeover Offer, the offer document) because it contains important
information relating to the Acquisition. Any decision to vote in
respect of the resolutions to be proposed at the Meetings, and any
decision in respect of the Scheme should be made only on the basis
of information contained in the Scheme Document (and/or, in the
event that the Acquisition is to be implemented by way of a
Takeover Offer, the offer document).
Each Sigma Shareholder is advised to consult its independent
professional adviser regarding the tax consequences to it (or to
its beneficial owners) of the Acquisition.
The availability of the Acquisition to Sigma Shareholders who
are not resident in and citizens of the United Kingdom 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 United Kingdom or who are subject to the laws of
other jurisdictions should inform themselves of, and observe, any
applicable legal, regulatory or other requirements of their
jurisdictions. In particular, the ability of persons who are not
resident in the United Kingdom or who are subject to the laws of
another jurisdiction to participate in the Acquisition or to vote
their Sigma Shares with respect to the Scheme at the Court Meeting,
or to appoint another person as proxy to vote at the Court Meeting
on their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located or to which they are
subject. Any failure to comply with the applicable restrictions 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. Further details in relation to Overseas Shareholders
is contained in paragraph 15 of Part Two of the Scheme
Document.
Unless otherwise determined by Bidco or required by the 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
Scheme by any such use, means, instrumentality or from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Copies of
this Announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send it 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,
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.
Notice to US investors
The Acquisition relates to shares in an English company and is
proposed to be made by means of a scheme of arrangement under
English company law. US Sigma Shareholders should note that the
Scheme relates to the shares of an English company and will be
governed by English law. Neither the US proxy solicitation rules
nor the tender offer rules under the US Exchange Act will apply to
the Acquisition and the Scheme. Moreover, the Acquisition and the
Scheme are subject to the disclosure requirements and practices
applicable in England to schemes of arrangement, which differ from
the disclosure requirements of the US proxy solicitation rules and
tender offer rules.
Financial information included in this Announcement has been
prepared in accordance with accounting standards applicable in the
UK and 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 (with the consent of the Panel) to implement
the Acquisition by means of a Takeover Offer, such Takeover Offer
would be made in compliance with all applicable United States 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 United States by Bidco and no one else.
Neither the SEC nor any securities commission of any state of
the US nor any other US regulatory authority 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 US.
In accordance with the Takeover Code and normal UK practice, and
pursuant to Rule 14e-5(b) of the US Exchange Act (were the
Acquisition to be implemented by Takeover Offer), Bidco or its
nominees, or its brokers (acting as agents), may from time to time
make certain purchases of, or arrangements to purchase, shares or
other securities of Sigma 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. If
purchases or arrangements to purchase were to be made as
contemplated by (a) above, they would occur either in the open
market at prevailing prices or in private transactions at
negotiated prices, and any information about such purchases or
arrangements to purchase would be disclosed as required in the UK,
would be reported to a Regulatory Information Service and would be
available on the London Stock Exchange website at
www.londonstockexchange.com .
The receipt of consideration by a US Sigma Shareholder for the
transfer of its Sigma Shares pursuant to the Acquisition will
likely be a taxable transaction for United States federal income
tax purposes. Each US Sigma Shareholder is urged to consult their
independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to them, including under
applicable United States state and local, as well as overseas and
other, tax laws.
It may be difficult for US Sigma Shareholders to enforce their
rights and any claim arising out of the US federal securities laws,
since Sigma and Bidco are each located in a non-US jurisdiction,
and some or all of their officers and directors are residents of
non-US jurisdictions. US Sigma 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 judgement.
Forward looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by Sigma, any member
of the Sigma Group, Bidco, or any member of the Bidco Group contain
statements which are, or may be deemed to be, "forward-looking
statements". Such forward-looking statements are prospective in
nature and are not based on historical facts, but rather on current
expectations and on numerous assumptions regarding the business
strategies and the environment in which Sigma, any member of the
Sigma Group, Bidco, or any member of the Bidco Group or the
Enlarged Group shall operate in the future and are subject to risks
and uncertainties that could cause actual results to differ
materially from those expressed or implied by those statements.
The forward-looking statements contained in this Announcement
may relate to Sigma, any member of the Sigma Group, Bidco, or any
member of the Bidco Group or the Enlarged Group's future prospects,
developments and business strategies, the expected timing and scope
of the Acquisition and all other statements in this Announcement
other than statements of historical facts. In some cases, these
forward-looking statements can be identified by the use of
forward-looking terminology, including the terms 'intend', 'aim',
'project', 'anticipate', 'estimate', 'plan', 'believe', 'expect',
'may', 'should', 'will', 'continue' or, in each case, their
negative and other variations or other similar or comparable words
and expressions. Forward-looking statements may 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 Sigma, any member of the Sigma Group,
Bidco, or any member of the Bidco Group's operations and potential
synergies resulting from the Acquisition; and (iii) the effects of
global economic conditions and governmental regulation on Sigma,
any member of the Sigma Group, Bidco, or any member of the Bidco
Group's business.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that may occur in the future. These events and
circumstances include changes in the global, political, economic,
business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax rates and future
business combinations or disposals. If any one or more of these
risks or uncertainties materialises or if any one or more of the
assumptions prove incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward-looking
statements should therefore be construed in the light of such
factors.
None of Sigma, any member of the Sigma Group, Bidco, nor any
member of the Bidco Group, 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
shall actually occur. Given these risks and uncertainties,
potential investors should not place any reliance on
forward-looking statements.
The forward-looking statements speak only at the date of this
Announcement. All subsequent oral or written forward-looking
statements attributable to Sigma, any member of the Sigma Group,
Bidco, or any member of the Bidco Group, or any of their respective
associates, directors, officers, employees or advisers, are
expressly qualified in their entirety by the cautionary statement
above.
Sigma, each member of the Sigma Group, Bidco, and each member of
the Bidco Group expressly disclaims any obligation to update such
statements other than as required by law or by the rules of any
competent regulatory authority, whether as a result of new
information, future events or otherwise.
No profit forecasts, estimates or quantified benefits
statements
No statement in this Announcement, or incorporated by reference
in this Announcement, is intended as a profit forecast or estimate
for any period and no statement in this Announcement should be
interpreted to mean that earnings or earnings per share for Sigma
or Bidco, as appropriate, for the current or future financial years
would necessarily match or exceed the historical published earnings
or earnings per share for Sigma or Bidco, as appropriate.
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 p.m. (London time) on the tenth Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the tenth 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 before 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 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 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 p.m. (London time) 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. 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 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.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0) 207 638
0129.
In this summary of certain disclosure requirements of the Code,
Business Day has the meaning given to it in the Code.
Publication on a website
A copy of this Announcement and the documents required to be
published pursuant to Rule 26.3 of the Takeover Code, will be made
available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Sigma's website at
www.sigmacapital.co.uk/investor-relations/offer-for-the-company/
and on Bidco's website at
www.pinebridge.com/pinebridge-benson-elliot/firm-offer by no later
than 12.00 noon on the business day following the date of this
Announcement. For the avoidance of doubt, the contents of these
websites are not incorporated into and do not form part of this
Announcement.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
SOAFLMFTMTTTBJB
(END) Dow Jones Newswires
June 29, 2021 12:34 ET (16:34 GMT)
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