6 Nov 2020 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR 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
6 November 2020
Disclosure under Rule 2.10(c) of the Takeover Code in respect of the
RECOMMENDED CASH OFFER
for
Alternative Credit Investments Plc ("AIC")
(formerly Pollen Street Secured Lending plc)
by
Waterfall EIT UK Limited ("Bidco")
(a newly formed company owned by funds managed by Waterfall Asset Management, LLC.)
Update regarding irrevocable undertakings
On 3 November 2020, the boards of Bidco and ACI announced the terms of a recommended cash offer for the entire issued and to be issued ordinary share capital of ACI to be made by Bidco (the "Firm Offer Announcement"). Capitalised terms used in the announcement shall have the meaning given to them in the Firm Offer Announcement unless otherwise defined.
The Firm Offer Announcement stated that Waterfall had received irrevocable undertakings from certain ACI Shareholders to vote or procure votes in favour of the Offer, including that received from Invesco in respect of 10,951,285 ACI Shares (the "Invesco Irrevocable"), representing approximately 14.9% per cent. of ACI's issued ordinary share capital.
In accordance with Rule 2.10(c) of the Code, Waterfall announces that it is aware that on 5 November 2019, Invesco disposed of 10,951,285 ACI Shares that were subject to the Invesco Irrevocable to the below mentioned transferees (the "Transferees") in the amounts set out below. In accordance with the terms of the Invesco Irrevocable, each Transferee has irrevocably undertaken to Waterfall to vote or procure votes in favour of the Offer (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such offer) on substantially the same terms as set out in the Invesco Irrevocable.
Transferees and number of ACI Shares subject to new irrevocable undertakings
· 3,000,000 ACI Shares (representing approximately 4.1 per cent. of ACI's issued ordinary share capital) to Berry Street Capital Management LLP;
· 2,600,000 ACI Shares (representing approximately 3.5 per cent. of ACI's issued ordinary share capital) to Millennium Capital Partners LLP;
· 1,871,285 ACI Shares (representing approximately 2.5 per cent. of ACI's issued ordinary share capital) to Samson Rock Capital LLP.
· 1,230,000 ACI Shares (representing approximately 1.7 per cent. of ACI's issued ordinary share capital) Syquant Capital;
· 1,250,000 ACI Shares (representing approximately 1.7 per cent. of ACI's issued ordinary share capital) to GWM Asset Management Limited; and
· 1,000,000 ACI Shares (representing approximately 1.4 per cent. of ACI's issued ordinary share capital) to GLG Partners LP.
As a result of above, Waterfall has received irrevocable undertakings in respect of, in aggregate, 10,951,285 ACI Shares from the Transferees representing approximately 14.9 per cent. of ACI's issued ordinary share capital and the Invesco Irrevocable no longer applies. All other irrevocable undertakings received by Waterfall in respect of the Offer as described in the Firm Offer Announcement remain unchanged.
Therefore, Waterfall continues to be in receipt of irrevocable undertakings to vote or procure votes in favour of the Offer (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such offer) in respect of 28,726,180 ACI Shares (representing, in aggregate, approximately 39.1 per cent. of the ACI Shares in issue), which, in addition to the letter of intent it has received over 1,200,000 ACI Shares, means that it is in receipt of shareholder support in respect of approximately 40.8 per cent. of the ACI Shares in issue.
Enquiries
Waterfall Tel: +44 (0)20 3997 9095
Numis (financial adviser to Waterfall and Bidco)
Stuart Ord / Nathan Brown / George Fry Tel: +44 (0)20 7260 1000
Garfield Advisory (communications adviser to Waterfall)
Andrew Garfield Tel: +44 (0) 797 498 2337
Jason Nisse Tel: +44 (0) 776 968 8618
Further Information
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.
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) and the accompanying Forms of Proxy, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme. 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 once it has been despatched.
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.
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.
Publication on website
A copy of this announcement and the documents required to be published pursuant to Rule 26.1 and 26.2 of the Code will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Waterfall's website at https://www.waterfallam.com/possible-offer/ 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.