TIDMPHD
RNS Number : 3313G
PROACTIS Holdings PLC
23 July 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 SUCH JURISDICTION
FOR IMMEDIATE RELEASE
23 July 2021
RECOMMED ACQUISITION
OF
PROACTIS HOLDINGS PLC
BY
CAFE BIDCO LIMITED
(a newly incorporated company to be indirectly owned by joint
offerors: (i) investment funds advised and managed by Pollen Street
Capital Limited; and (ii) investment funds advised and managed by
DBAY Advisors Limited)
to be effected by means of a scheme of arrangement under Part 26
of the Companies Act 2006
Court Sanction of Scheme of Arrangement and Suspension of
Dealings
Further to the announcement dated 20 July 2021 in relation to
the Court Meeting and General Meeting, the board of Proactis
Holdings plc ("Proactis") is pleased to announce that at the Scheme
Court Hearing this morning in connection with the recommended
acquisition of Proactis by Cafe Bidco Limited ("Bidco"), the Court
has made an order sanctioning the Scheme.
The last day of dealings in, and registration of transfers of,
Proactis Shares will be 26 July 2021. The Scheme Record Time will
be 6.00 p.m. on 26 July 2021.
It is expected that dealings in Proactis Shares on AIM will be
suspended at 7.00 a.m. on 27 July 2021. No transfers of Proactis
Shares will be registered after 7.00 a.m. on that date.
The Scheme will become effective once the Scheme Court Order
(duly sealed by the Court) has been delivered to the Registrar of
Companies, which is expected to take place on 27 July 2021.
Proactis has applied to the London Stock Exchange for the
cancellation of admission to trading of Proactis Shares on AIM,
which is expected to take effect as of 7.00 a.m. on 28 July
2021.
Full details of the Acquisition are set out in the circular sent
to Proactis Shareholders dated 28 June 2021 (the "Scheme
Document"). Capitalised terms used but not otherwise defined in
this announcement have the meaning given to them in the Scheme
Document.
All references to time in this announcement are to London,
England time, unless otherwise stated.
Enquiries:
Houlihan Lokey +44 (0)20 7907 4200
(Financial Adviser to Bidco)
Lawrence Guthrie
Mark Fisher
Yashin Mody
Stand Agency +44 (0)7973 596 503
(Communications adviser to Pollen Street Capital)
Cait Dacey
DBAY +44 (0)1624 690 900
David Morrison
Mike Haxby
Teneo +44 (0)20 7260 2700
(Financial Adviser to DBAY)
Chris Nicholls
Craig Lukins
Dom Young
Proactis +44 (0)19 3754 5070
Tim Sykes
Richard Hughes
finnCap +44 (0)20 7220 0500
(Financial Adviser, Nominated Adviser and Corporate Broker to
Proactis)
Carl Holmes
Henrik Persson
Emily Watts
Slaughter and May is acting as legal adviser to Pollen Street
Capital and Bidco.
Addleshaw Goddard is acting as legal adviser to DBAY.
Walker Morris LLP is acting as legal adviser to Proactis.
Important notices relating to financial advisers
finnCap, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for Proactis as financial
adviser and no one else in connection with the Acquisition and will
not be responsible to anyone other than Proactis for providing the
protections afforded to clients of finnCap or for providing advice
in relation to the Acquisition or any other matters referred to in
this announcement. Neither finnCap nor any of its subsidiaries,
affiliates or branches 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 finnCap in connection with this
announcement, any statement contained in this announcement or
otherwise.
Houlihan Lokey, which is authorised and regulated by the FCA in
the United Kingdom, is acting exclusively as financial adviser to
Bidco and no one else in connection with the matters described in
this announcement and will not be responsible to anyone other than
Bidco for providing the protections afforded to clients of Houlihan
Lokey or for providing advice in relation to the Acquisition or any
other matters referred to in this announcement. Neither Houlihan
Lokey nor any of its subsidiaries 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 Houlihan Lokey in connection
with this announcement or any matter referred to in this
announcement.
Teneo is acting for DBAY and no-one else in connection with the
Acquisition and will not be responsible to anyone other than DBAY
for providing the protections offered to clients of Teneo or for
providing advice in relation to the Acquisition, the contents of
this announcement or any matters referred to in this announcement.
Teneo is authorised and regulated in the United Kingdom by the
Institute of Chartered Accountants in England & Wales for a
range of investment business activities. Teneo is registered in
England and Wales Company Number 13192958 and its registered office
is 6 More London Place, London SE1 2DA. Teneo can be contacted at
60 St Martin's Lane, London, WC2N 4JS.
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.
This announcement has been prepared for the purpose of complying
with English law and the Takeover 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 England.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
This announcement has been prepared in accordance with and for
the purposes of complying with the laws of England and Wales, the
Takeover Code, the Market Abuse Regulation, the AIM Rules 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 and Wales.
The availability of the Acquisition to Proactis Shareholders who
are not resident in the United Kingdom may be affected by the laws
of the jurisdiction in which they are resident. Persons who are not
resident in the United Kingdom should inform themselves of, and
observe, any applicable requirements of their respective
jurisdictions. Any failure to comply with 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.
Unless otherwise determined by Bidco or required by the Takeover
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 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 or otherwise forwarded, distributed or sent (including in
electronic form) in, into or from a Restricted Jurisdiction where
to do so would violate the laws of that jurisdiction, and persons
receiving this announcement and all documents relating to the
Acquisition (including custodians, nominees and trustees) must not
mail or otherwise distribute or send (including in electronic form)
them in, into or from such jurisdictions if to do so would violate
the laws of that jurisdiction.
Further details in relation to Overseas Shareholders are
contained in the Scheme Document.
Notice to US Shareholders of Proactis
The Acquisition relates to shares of an English incorporated and
registered company that is a "foreign private issuer" as defined
under Rule 3b-4 under the US Exchange Act and is proposed to be
effected by means of a scheme of arrangement under English law. A
transaction effected by means of such a scheme of arrangement is
not subject to the tender offer rules under the US Exchange Act.
The Acquisition (and the Scheme) are subject to the disclosure
requirements, rules and practices applicable in the United Kingdom
to schemes of arrangement, which may differ from the requirements
of US proxy solicitation or tender offer rules. However, if Bidco
were to elect to implement the Acquisition by means of a Takeover
Offer, such Takeover Offer will be made in compliance with all
applicable US laws and regulations, including Section 14(e) of the
US Exchange Act and Regulation 14E thereunder.
Any Alternative Offer Securities issued in the United States are
expected to be issued in reliance upon the exemption from the
registration requirements of the US Securities Act provided by
Section 3(a)(10) thereof.
For the purposes of qualifying for the exemptions from the
registration requirements of the US Securities Act afforded by
Section 3(a)(10), Proactis will advise the Court through counsel
that the Court's sanction of the Scheme will be relied upon by
Bidco for the purposes of the exemption afforded by Section
3(a)(10) as an approval of the Scheme following a hearing on the
fairness of the terms and conditions of the Scheme to Scheme
Shareholders, at which hearing all such Scheme Shareholders are
entitled to appear in person (or through counsel) remotely to
support or oppose the sanctioning of the Scheme and with respect to
which adequate notification has been given to all Scheme
Shareholders.
Proactis Shareholders who are, or will be, deemed to be
"affiliates" (as defined in the US Securities Act) of Bidco after
the Effective Date will be subject to certain restrictions on
transfers of the Alternative Offer Securities received pursuant to
the Scheme as the Alternative Offer Shares will be deemed to be
"restricted securities" within the meaning of Rule 144(a)(3) under
the US Securities Act. Otherwise, the Alternative Offer Securities
generally should not be treated as "restricted securities" within
the meaning of Rule 144(a)(3) under the US Securities Act and
persons who receive securities under the Scheme (other than
affiliates of Bidco) may resell or transfer such Alternative Offer
Securities without restriction under the US Securities Act.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, Bidco, certain of its affiliated
companies and their respective nominees or brokers (acting as
agents) may make certain purchases of, or arrangements to purchase,
Proactis Shares, other than pursuant to the Acquisition, until the
date on which the Acquisition and/or Scheme becomes Effective,
lapses or is otherwise withdrawn. If such purchases or arrangements
to purchase were to be made, they would be made outside the United
States and would comply with applicable law, including the US
Exchange Act and the rules and regulations thereunder. These
purchases may be made 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 United Kingdom, will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com.
The information contained in the Scheme Document has neither
been approved nor disapproved by the US Securities and Exchange
Commission (the "SEC") or any US state securities commission or any
other US regulatory authority. Neither the SEC, nor any state
securities commission nor any other US regulatory authority has
passed upon or determined the fairness or merits of the proposal
described in, nor upon the accuracy or adequacy of, the Scheme
Document. Any representation to the contrary is a criminal offence
in the United States.
The financial information included in the Scheme Document has
been prepared in accordance with accounting standards applicable in
the United Kingdom that may not be comparable to the financial
statements of US companies. US generally accepted accounting
principles differ in certain respects from IFRS used in the United
Kingdom. None of the financial information in the Scheme Document
has been audited in accordance with auditing standards generally
accepted in the United States ("US GAAS") or the auditing standards
of the Public Company Accounting Oversight Board (United States)
("PCAOB"). There could be differences between the auditing
standards used in the United Kingdom and those required by US GAAS
or the auditing standards of the PCAOB. US Shareholders should
consult their own professional advisers to gain an understanding
and the implications of these differences.
The receipt of cash or Alternative Offer Securities pursuant to
the Acquisition by a US Shareholder as consideration for the
transfer of its Proactis Shares pursuant to the terms of the
Acquisition may be a taxable transaction for US federal income tax
purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each US Shareholder is urged to
consult his/her/its independent professional adviser immediately
regarding the tax consequences of the Acquisition applicable to
him/her/it, including under applicable US state and local, as well
as overseas and other, tax laws.
It may be difficult or impossible for US Shareholders to enforce
their rights and claims arising under the US federal securities
laws, since Bidco and Proactis are incorporated and located in
countries other than the United States, and some or all of their
officers and directors may be residents of countries other than the
United States. US Shareholders may not be able to effect service of
process upon a non-US company or its officers or directors or
enforce against them in a US court a judgment obtained in a non-US
court for a violation of US securities laws. Further, it may be
difficult to enforce in the United Kingdom an original action or an
action for enforcement based on US securities laws or judgments of
a US court.
Forward-looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by Bidco and Proactis
contain statements about Bidco and Proactis that are or may be
deemed to be forward-looking statements. All statements other than
statements of historical facts included in this announcement may be
forward-looking statements. Without limitation, any statements
preceded or followed by or that include the words "prepares",
"targets", "plans", "believes", "expects", "is expected to", "is
subject to", "forecasts", "aims", "intends", "will", "may",
"could", "should", "would", "might", "anticipates", "estimates",
"projects", "budget", "synergy", "strategy", "scheduled",
"cost-saving" or words or terms of similar substance or the
negative or derivative thereof, are forward-looking statements.
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's or Proactis' operations and potential synergies resulting
from the Acquisition; and (iii) the effects of global economic
conditions and UK Government regulation on Bidco's or Proactis'
business.
Although Bidco and Proactis believe that the expectations
reflected in such forward-looking statements are reasonable, Bidco
and Proactis can give no assurance that such expectations will
prove to be correct. By their nature, forward-looking statements
involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future. There are a
number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such
forward-looking statements.
These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite
shareholder approvals and the satisfaction of other Conditions;
changes in the global political, economic, business and competitive
environments and in market and regulatory forces; changes in future
exchange and interest rates; changes in tax rates; future business
combinations or disposals; changes in general economic and business
conditions, including as a result of the ongoing impact of the
COVID-19 pandemic; changes in the behaviour of other market
participants; changes in the anticipated benefits from the proposed
transaction not being realised as a result of changes in general
economic and market conditions in the countries in which Bidco and
Proactis operate; weak, volatile or illiquid capital and/or credit
markets; changes in the degree of competition in the geographic and
business areas in which Bidco and Proactis operate; and changes in
laws or in supervisory expectations or requirements. Other unknown
or unpredictable factors could cause actual results to differ
materially from those expected, estimated or projected in the
forward-looking statements. If any one or more of these risks or
uncertainties materialises or if any one or more of the assumptions
proves 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.
Neither Bidco nor Proactis, 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 will actually occur. Such forward-looking
statements involve risks and uncertainties that could significantly
affect expected results and are based on certain key assumptions.
As highlighted above, many factors could cause actual results to
differ materially from those projected or implied in any
forward-looking statements. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date of this
announcement. Other than in accordance with their legal or
regulatory obligations, Bidco and Proactis each disclaim any
obligation to update any forward-looking or other statements
whether as a result of new information, future events or
otherwise.
No profit forecasts or estimates
No statement 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 Proactis for the current or future financial
years would necessarily match or exceed the historical published
earnings or earnings per share for Proactis.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one 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. on the 10th business day following
the commencement of the Offer Period and, if appropriate, by no
later than 3.30 p.m. on the 10th 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 prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in one 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 p.m. 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.
You should contact the 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.
Publication on website and availability of hard copies
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement will be made available subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions on Proactis' website at
http://www.proactis.com/uk/investors and Bidco's website at
https://cafe.pollencap.com by no later than 12 noon on 26 July
2021.
In accordance with Rule 30.3 of the Takeover Code, Proactis
Shareholders may request a hard copy of this announcement by
contacting Link Group, Corporate Actions, 10th Floor, Central
Square, 29 Wellington Street, Leeds LS1 4DL or on 0371 664 0321.
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. 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. You may also request
that all future documents, announcements and information to be sent
to you in relation to the Acquisition should be in hard copy
form.
General
If you are in any doubt about the contents of this announcement,
the Scheme Document or the action you should take, you are
recommended to seek your own independent financial and/or legal
advice immediately from your stockbroker, bank manager, solicitor
or independent financial adviser duly authorised under Financial
Services and Markets Act 2000 (as amended) if you are resident in
the United Kingdom or, if not, from another appropriate authorised
independent financial adviser.
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END
FURFLFEFDSIVFIL
(END) Dow Jones Newswires
July 23, 2021 09:00 ET (13:00 GMT)
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