TIDMPAYS
RNS Number : 7157Z
Paysafe Group PLC
19 December 2017
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 OF
SUCH JURISDICTION
19 December 2017
RECOMMED CASH ACQUISITION
of
PAYSAFE GROUP PLC
by
PI UK BIDCO LIMITED
a newly formed company jointly-owned by a consortium of funds
managed by
Blackstone and funds managed and/or advised by CVC (together,
the
"Consortium")
to be effected
by way of a scheme of arrangement
under section 152 of the Isle of Man Companies Act 1931
Allotment of Shares
Paysafe Group PLC ("Paysafe") announces that on 18 December
2017:
1. 9,994,429 ordinary shares of GBP0.0001 each in Paysafe were
issued in order to satisfy outstanding awards made under the
Paysafe Group PLC Long Term Incentive Plan approved on 25 May 2016
and the Optimal Payments PLC Long Term Incentive Plan adopted on 3
March 2010 (the "Newly Issued LTIP Shares"); and
2. 3,718 ordinary shares of GBP0.0001 each in Paysafe were
issued in order to satisfy outstanding awards made under the
International Sharesave Plan (the Canada and USA Schedule as
amended on 20 July 2016 (the "Inve$t NA Plan") (the "Newly Issued
Inve$t NA Shares")
(together, the "Newly Issued Shares").
Given the imminent cancellation of the admission of Paysafe's
ordinary shares on the official list of the UK Listing Authority
(the "Official List") and to trading on the main market for listed
securities of the London Stock Exchange plc (the "Main Market") in
connection with the Scheme, the Newly Issued Shares will not be
admitted to the Official List and to trading on the Main
Market.
Paysafe confirms that, as at the date of this announcement, it
has in issue 498,466,311 ordinary shares of GBP0.0001 each,
488,468,164 of which are admitted to trading on the Main Market and
have the International Securities Identification Number
GB0034264548. As at the date of this announcement, Paysafe holds no
ordinary shares as treasury shares.
Unless otherwise defined, capitalised terms used in this
announcement have the meanings given to them in the scheme document
published on 31 August 2017.
Enquiries:
Paysafe
Andrew Griffin (SVP, Market Tel: +44 (0) 20 3890 8762
Intelligence and Investor
Relations)
Lazard (Lead financial adviser to Paysafe)
Cyrus Kapadia Tel: +44 (0) 20 7187 2000
Nicholas Page
RBC Capital Markets (Financial adviser to Paysafe)
Jason Gurandiano Tel: +1 (212) 428 6200
Erik-Jaap Molenaar
Deutsche Bank AG, London Branch (Financial adviser and corporate
broker to Paysafe)
Adam Miller Tel: +44 (0) 20 7545 8000
Charles Wilkinson
Brunswick Group (Public relations adviser to Paysafe)
Brian Buckley Tel: +44 (0) 20 7404 5959
Further information
Lazard & Co., Limited, which is authorised by and regulated
by the FCA in the United Kingdom, is acting exclusively as lead
financial adviser to Paysafe and no one else in connection with the
Acquisition and will not be responsible to anyone other than
Paysafe for providing the protections afforded to clients of Lazard
& Co., Limited nor for providing advice in relation to the
Acquisition or any other matters referred to in this announcement.
Neither Lazard & Co., Limited 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 Lazard & Co.,
Limited in connection with this announcement, any statement
contained herein or otherwise.
RBC Europe Limited (trading as RBC Capital Markets), which is
authorised by the PRA and regulated by the FCA and the PRA in the
United Kingdom, is acting exclusively for Paysafe and no one else
in connection with the Acquisition and will not be responsible to
anyone other than Paysafe for providing the protections afforded to
clients of RBC Capital Markets nor for providing advice in relation
to the Acquisition or any other matters referred to in this
announcement. Neither RBC Europe Limited nor any of its affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, consequential, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of RBC Europe Limited in connection with this announcement, any
statement contained herein or otherwise.
Deutsche Bank AG is authorised under German Banking Law
(competent authority: European Central Bank) and, in the United
Kingdom, by the PRA. It is subject to supervision by the European
Central Bank and by BaFin, Germany's Federal Financial Supervisory
Authority, and is subject to limited regulation in the United
Kingdom by the PRA and the FCA. Details about the extent of its
authorisation and regulation by the PRA, and regulation by the FCA,
are available on request. Deutsche Bank AG, acting through its
London branch ("Deutsche Bank"), is acting as financial adviser and
corporate broker to Paysafe and no one else in connection with the
Acquisition and will not be responsible to anyone other than
Paysafe for providing the protections afforded to clients of
Deutsche Bank, nor for providing advice in relation to the
Acquisition or any other matters referred to in this announcement.
Neither Deutsche Bank nor any of its affiliates, directors or
employees owes or accepts any duty, liability or responsibility
whatsoever (whether direct, indirect, consequential, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Deutsche Bank in connection with this announcement,
any statement contained herein or otherwise.
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 the Scheme Document and the
accompanying Forms of Proxy, which contains 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.
This announcement has been prepared for the purpose of complying
with Isle of Man law, 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 and the Isle of Man.
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
The laws of the relevant jurisdictions may affect the
availability of the Acquisition to persons who are not resident in
the United Kingdom or the Isle of Man. Persons who are not resident
in the United Kingdom or the Isle of Man, or who are subject to
laws of any jurisdiction other than the United Kingdom or the Isle
of Man, 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 or the Isle
of Man 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 or
the Isle of Man to vote their Paysafe Shares at the Court Meeting
or the Extraordinary General Meeting, or to execute and deliver
Forms of Proxy appointing another to vote their Paysafe Shares in
respect of the Court Meeting or the Extraordinary 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.
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 the
Isle of Man and it is proposed to be made by means of a scheme of
arrangement provided
for under the laws of the Isle of Man. The Scheme will relate to
the shares of an Isle of Man 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 and Isle of Man 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 the
Isle of Man 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 Paysafe 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 Bidco or Paysafe. 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 and the expansion and growth of Bidco or Paysafe and
potential synergies resulting from the Acquisition; and (iii) the
effects of government regulation on the business of Bidco or
Paysafe.
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. 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 the
Consortium, Bidco or Paysafe 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. The Consortium, Bidco and Paysafe 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, and availability of hard copies
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 Paysafe's website at
www.paysafe.com/investors by no later than 12.00 noon on the
Business Day following this announcement. Neither the contents of
this website nor the content of any other website accessible from
hyperlinks on such websites is incorporated into, or forms part of,
this announcement.
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this announcement, free of charge, by
contacting Lazard on +44 (0) 20 7187 2000. 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. In accordance with Rule 30.3 of the Code, a
person so entitled 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.
Information relating to Paysafe Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Paysafe Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Paysafe may be provided to the Consortium and
Bidco during the Offer Period as required under Section 4 of
Appendix 4 of the Code.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEBCBDDIBBBGRI
(END) Dow Jones Newswires
December 19, 2017 02:00 ET (07:00 GMT)
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