ACI.L Regulatory News (ACI)

NOT FOR RELEASE PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.

FOR IMMEDIATE RELEASE.

17 December 2020

Recommended Cash Offer

for

Alternative Credit Investments plc

Results of Court Meeting and General Meeting

On 3 November 2020, the board of directors of Waterfall EIT UK Limited ("Bidco") and the board of directors of Alternative Credit Investments plc ("ACI") announced that they had reached agreement on the terms of a recommended cash offer to be made by Bidco for the entire issued ordinary share capital of ACI (the "Acquisition") proposed to be effected by means of a court-sanctioned scheme of arrangement between ACI and the ACI Shareholders under Part 26 of the Companies Act 2006 (the "Scheme").

The circular in relation to the Scheme was published on 24 November 2020 (the "Scheme Document"). The Acquisition is subject to the Conditions set out in Part III of the Scheme Document, including the receipt of certain shareholder and regulatory approvals.

Capitalised terms used in this announcement ("Announcement") but not otherwise defined have the meanings given to them in the Scheme Document. 

The ACI Board is pleased to announce that, at the Court Meeting and the General Meeting (the "Meetings") convened in relation to the proposed Acquisition and held earlier today, all resolutions proposed, details of which are set out in the notices of the Meetings contained in Parts IX and X respectively of the Scheme Document, were passed by the requisite majorities and accordingly the Scheme was approved by the Scheme Shareholders. A summary of the voting results is set out below.

The number of ACI Shares in issue (excluding Treasury Shares) at the Voting Record Time was 73,467,261. This figure has been used to calculate the percentage of ACI's issued share capital voted.

Voting results of the Court Meeting

The Court Meeting sought approval from Scheme Shareholders of the Scheme. A majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 99.91 per cent. in value of those Scheme Shares, voted in favour of the resolution to approve the Scheme.

The table below sets out the results of the poll at the Court Meeting:

Notes:

¹ A withheld vote is not a vote in law and, accordingly, is not counted in the calculation of the proportion of votes "For" and "Against" the resolution concerned.

² Any proxy appointments which gave discretion to the Chairman have been included in the vote "For" total.

Voting results of the General Meeting

The General Meeting sought approval of two special resolutions in connection with the Scheme.

The table below sets out the results of the polls at the General Meeting:

Resolution 1

Resolution 2

Notes:

¹ A withheld vote is not a vote in law and, accordingly, is not counted in the calculation of the proportion of votes "For" and "Against" the resolution concerned.

² Any proxy appointments which gave discretion to the Chairman have been included in the vote "For" total.

Copies of the Resolutions passed at the General Meeting will be submitted today to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Next steps and key dates

The implementation of the Scheme remains subject to the satisfaction or, if capable of waiver, waiver of the remaining Conditions set out in the Scheme Document, including (but not limited to) approval of the Acquisition by the Financial Conduct Authority ("FCA"), the Court's sanction of the Scheme at the Sanction Hearing and the delivery of a copy of the Court Order to the Registrar of Companies.

The expected timetable of principal events for the implementation of the Scheme remains as set out on pages 13 - 14 of the Scheme Document. The Scheme is expected to become effective no later than 25 March 2021.

If any of the key dates and/or times set out in that timetable change, ACI will give notice of any such change by issuing an announcement through a Regulatory Information Service and by making such announcement available on the Offer Website at https://www.alternativecreditinvestments.co.uk/offer-for-aci/.

Enquiries

Stephenson Harwood LLP are retained as legal adviser to ACI. Latham & Watkins LLP are retained as legal adviser to Waterfall and Bidco.

Important Notices

Smith Square Partners LLP ("Smith Square Partners"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for ACI and no one else in connection with the Acquisition and other matters set out in this Announcement and will not be responsible to anyone other than ACI for providing the protections afforded to clients of Smith Square Partners nor for providing advice in relation to the Acquisition or any other matters referred to in this Announcement. Neither Smith Square Partners nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Smith Square Partners in connection with this Announcement, any statement contained herein or otherwise.

Liberum Capital Limited ("Liberum") which is authorised and regulated by the FCA in the United Kingdom is appointed as corporate broker to ACI and is acting exclusively for ACI and no one else in connection with the Acquisition and other matters set out in this Announcement, and will not be responsible to anyone other than ACI for providing the protections afforded to clients of Liberum, nor for providing advice in relation to the Acquisition or any other matters referred to in this Announcement.

Numis Securities Limited ("Numis"), which is regulated by the FCA in the United Kingdom, is acting exclusively for Waterfall and Bidco and no one else in connection with the Acquisition and other matters set out in this Announcement and will not be responsible to anyone other than Waterfall and Bidco for providing the protections afforded to clients of Numis, or for providing advice in connection with the Acquisition or any matter referred to herein. Neither Numis nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Numis in connection with this Announcement, any statement contained herein or otherwise.

Further information

This Announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for, or any invitation to purchase or subscribe for, any securities, or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through and on the terms set out in the Scheme Document (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the offer document) which contains the full terms and conditions of the Acquisition. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document.

This Announcement does not constitute a prospectus or a prospectus exempted document.

Overseas jurisdictions

This Announcement has been prepared for the purpose of complying with English law, the Listing Rules and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

The laws of other relevant jurisdictions may affect the availability of the Acquisition to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action.

Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

The Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this Announcement and formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this Announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction.

The Acquisition relates to the shares of a company incorporated in England and it is proposed to be made by means of a scheme of arrangement provided for under English law. The Scheme will relate to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act. A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to the financial statements of US companies. However, if Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including section 14(e) of the US Exchange Act and Regulation 14E thereunder. In the event that the Acquisition is implemented by way of a Takeover Offer and extended into the US, Bidco will do so in satisfaction of the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto. Such Takeover Offer would be made in the US by Bidco and no one else. In addition to any such Takeover Offer, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in ACI outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made they would be made outside the United States in compliance with applicable law, including the US Exchange Act.

Forward-looking statements

This Announcement may contain certain "forward-looking statements" with respect to Waterfall, Bidco and ACI. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. None of Waterfall, Bidco or ACI, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Waterfall, Bidco or ACI or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement. Bidco and ACI assume no obligation to update publicly or revise forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

Rounding

Certain figures in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown in the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Publication on website

A copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on the Offer Website at https://www.alternativecreditinvestments.co.uk/offer-for-aci/ by no later than 12.00 p.m. (London time) on the Business Day following this Announcement. For the avoidance of doubt, neither the contents of the Offer Website nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

Electronic Communications

Please be aware that addresses, electronic addresses and certain information provided by ACI Shareholders, persons with information rights and other relevant persons for the receipt of communications from ACI may be provided to Waterfall and Bidco during the Offer Period as required under section 4 of Appendix 4 of the Code.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm on the 10th Business Day (as defined in the Code) following the commencement of the offer period and, if appropriate, by no later than 3.30 pm on the 10th Business Day (as defined in the Code) following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm on the Business Day (as defined in the Code) following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror, and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Takeover Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.