TIDMSGM
RNS Number : 3602G
Sigma Capital Group 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 THAT JURISDICTION
FOR IMMEDIATE RELEASE
23 July 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
Results of Court Meeting and General Meeting
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 dated 29 June 2021 (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.
Sigma announces that the Court Meeting to consider and, if
thought fit, approve the Scheme and the General Meeting to
consider, and if thought fit, pass the Resolutions were each held
today and:
- the requisite majority of Independent Sigma Shareholders voted
in favour of the Scheme at the Court Meeting; and
- the requisite majority of eligible Sigma Shareholders voted to
pass the Resolutions to implement the Scheme, including the
amendment of Sigma's articles of association (the "Articles") and
to approve the Reinvestment and Incentive Arrangements for the
purposes of Rule 16 of the Takeover Code, at the General
Meeting.
Details of the resolutions passed are set out in the Notice of
Court Meeting and the Notice of General Meeting contained in Parts
XI and XII (respectively) of the Scheme Document.
Voting results of the Court Meeting
The results of the poll at the Court Meeting held on 23 July
2021 were as follows:
Results of No. of Independent % of Independent No. of Scheme % of Scheme No. of Scheme
Court Meeting Scheme Shareholders Scheme Shareholders Shares voted Shares voted Shares voted
who voted* who voted as a % of
the issued
ordinary share
capital
FOR 74 36.8% 60,119,667 94% 67%
-------------------- -------------------- ------------- ------------- ---------------
AGAINST 7 3.5% 3,836,100 6% 4.28%
-------------------- -------------------- ------------- ------------- ---------------
TOTAL 81 40.3% 63,955,767 100% 71.28%
-------------------- -------------------- ------------- ------------- ---------------
*The total of Independent Scheme Shareholders voting for and
against the resolution exceeds the total number of Independent
Scheme Shareholders who voted as 3 registered members gave
instructions for votes to be cast in favour of the resolution in
respect of part of their holding of Scheme Shares and against the
resolution in respect of another part of their holding of Scheme
Shares.
The Wider Management Team, who hold, or otherwise control the
exercise of all rights attaching to, 8.7% of the Scheme Shares,
were not eligible to participate, and did not participate, in the
Court Meeting but have agreed by written undertaking to the Court
that their shares should be transferred under the Scheme.
Voting results of the General Meeting
The results of the poll at the General Meeting held on 23 July
2021 were as follows:
FOR* AGAINST TOTAL WITHHELD**
Special No. of Sigma % of Sigma No. of Sigma % of Sigma No. of Sigma No. of Sigma
Resolution Shares voted Shares voted Shares voted Shares voted Shares voted Shares voted
------------- ------------- ------------- ------------- ------------- -------------
Approval
of the implementation
of the Scheme,
including
the amendment
of Sigma's
Articles 66,955,882 94.62% 3,806,100 5.38% 70,761,982 5,430,500
------------- ------------- ------------- ------------- ------------- -------------
Ordinary No. of Sigma % of Sigma No. of Sigma % of Sigma No. of Sigma No. of Sigma
Resolution Shares voted Shares voted Shares voted Shares voted Shares voted Shares voted
------------- ------------- ------------- ------------- ------------- -------------
Approval
of the Reinvestment
and Incentive
Arrangements
for the
purposes
of Rule
16 of the
Takeover
Code 59,895,960 94.03% 3,806,100 5.97% 63,702,060 5,901,594
------------- ------------- ------------- ------------- ------------- -------------
* Incorporates proxy appointments which gave discretion to the
Chair of the relevant Meeting.
** A vote withheld is not a vote in law and is not counted in
the calculation of the proportion of votes 'For' or 'Against' the
resolution.
The total number of Sigma Shares in issue at the Voting Record
Time was 89,658,666. As at the Voting Record Time, Sigma held no
Sigma Shares in treasury. Therefore the total voting rights in
Sigma as at the Voting Record Time were 89,658,666.
Next steps and timetable
The outcome of today's meetings means that Conditions 2(a) and
2(b) (as set out in Part III of the Scheme Document) have been
satisfied.
The Scheme remains subject to the sanction by the Court at the
Court Hearing, which is expected to take place on 5 August 2021,
and the satisfaction or (where applicable) waiver of the other
Conditions set out in the Scheme Document. Subject to the Scheme
receiving the sanction of the Court at that time, the expected
timetable of principal events for the implementation of the Scheme
remains as set out on page 16 of 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.
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 Tel: +44 (0) 20 7280 5000
Singer Capital Markets (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 connection with the Acquisition or any matter
referred to herein. Neither Rothschild & Co nor any of its
affiliates (nor their respective directors, officers, employees or
agents) 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, the Acquisition or otherwise.
Singer Capital Markets Advisory LLP ("Singer Capital Markets"),
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 Singer Capital Markets
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 Singer Capital Markets in
connection with any matter referred to herein or otherwise. Apart
from the responsibilities and liabilities, if any, which may be
imposed on Singer Capital Markets 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
Singer Capital Markets 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, Singer Capital Markets 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.
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, 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 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/.
For the avoidance of doubt, the contents of this website is not
incorporated into and does not form part of this Announcement.
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