28 Feb 2018 18:15
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.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
28 February 2018
FOR IMMEDIATE RELEASE
FirstRand International Limited ("FirstRand Offeror")
Recommended cash offer
for
Aldermore Group PLC ("Aldermore")
On 8 December 2017 the Board of Directors of Aldermore announced the passing of resolutions, at a Court Meeting and General Meeting of Aldermore Shareholders held on the same date as the announcement, approving the recommended acquisition of Aldermore by FirstRand Offeror (a wholly-owned subsidiary of FirstRand Limited) ("Acquisition") to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). The Board of Directors noted that completion of the Acquisition remained subject to the satisfaction of certain conditions set out in the circular to Shareholders dated 13 November 2017 (the "Scheme Document"), including the approval of the Acquisition by the South African Registrar of Banks ("SARB"), the UK Prudential Regulation Authority ("PRA") and the UK Financial Conduct Authority ("FCA").
Aldermore and FirstRand Offeror are pleased to announce that SARB have approved the Acquisition, pursuant to section 52 of the South African Banks Act No. 94 of 1990, and the condition related to such approval has been satisfied.
Aldermore and FirstRand Offeror are further pleased to announce that, pursuant to Part XII of the Financial Services and Markets Act 2000 (as amended), the PRA and FCA have now approved the acquisition of control by FirstRand Offeror of the Aldermore entities authorised by the PRA and regulated by the PRA and the FCA, and the condition related to such approval has been satisfied. The PRA and FCA's approval was unconditional.
Whilst all required regulatory approvals have now been received, completion of the Acquisition remains subject to the waiver or satisfaction of the remaining conditions set out in the Scheme Document.
An updated Expected Timetable of Principal Events is set out below. The Court Hearing has been scheduled to be heard on 12 March 2018 and the Effective Date of the Scheme is expected to be 14 March 2018.
Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out expected dates for the implementation of the Scheme.
Event | Time and/or date(1) |
Court Hearing to sanction the Scheme | 12 March 2018 |
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Aldermore Shares | 13 March 2018 |
Scheme Record Time | 6:00pm on 13 March 2018 |
Suspension of listing of, and dealings in, Aldermore Shares | 8:00am on 14 March 2018 |
Effective Date of the Scheme | 14 March 2018(2) |
Delisting of Aldermore Shares | 8:00am on 15 March 2018 |
Despatch of cheques, despatch of electronic payments and crediting of CREST accounts for cash consideration due under the Scheme | within 14 days of the Effective Date |
Long Stop Date | 30 April 2018(3) |
Notes: | |
(1) All times shown above are London times unless otherwise stated. The dates and times given are indicative only and are based on current expectations and may be subject to change. If any of the times and/or dates above change, the revised times and/or dates will be announced via a Regulatory Information Service. | |
(2) The court order approving the Scheme is expected to be delivered to Companies House following the Scheme Record Time on 13 March 2018 and the suspension of dealings in Aldermore Shares on 14 March 2018, which date will then become the Effective Date. The events which are stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to this time. | |
(3) This is the latest date by which the Acquisition may become Effective unless Aldermore and FirstRand Offeror agree, and (if required) the Court and the Panel allow, a later date. | |
A copy of this announcement will be made available free of charge (subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions) on Aldermore's and FirstRand Limited's website (https://www.investors.aldermore.co.uk and https://www.firstrand.co.za respectively) by no later than 12 noon (London time) on 1 March 2018. Neither the content of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.
Enquiries
FirstRand Ltd Sam Moss, Head of Investor Relations | Tel: +27 (0) 11 282 1341
|
Credit Suisse, financial advisor to FirstRand Offeror and FirstRand Ltd George Maddison / William Nourse / Joe Hannon / Gaurav Parkash | Tel: +44 (0) 20 7888 8888 |
Rand Merchant Bank financial adviser to FirstRand Offeror and FirstRand Ltd Leon von Moltke / Dinesh Fakir | Tel: +27 (0) 11 282 8000 |
Teneo Blue Rubicon, public relations adviser to FirstRand Offeror and FirstRand Ltd Anthony Silverman | Tel: +44 (0)20 7420 3195 |
Aldermore |
|
Martin Adams, Director of Investor Relations | Tel: +44 (0) 20 8185 3108 |
Holly Marshall, Director of Corporate Affairs | Tel: +44 (0) 20 3553 4218 |
J.P. Morgan Cazenove, Lead Financial Adviser to Aldermore Mike Collar / James Robinson / Christian Kornhoff | Tel: +44 (0) 20 7742 4000 |
RBC Capital Markets, Lead Financial Adviser to Aldermore Oliver Hearsey / Kevin Smith / Daniel Werchola | Tel: +44 (0) 20 7653 4000 |
Lazard, Financial Adviser to Aldermore William Rucker / Nick Millar / Mike Young | Tel: +44 (0) 20 7187 2000 |
Lansons, public relations adviser to Aldermore Tom Baldock | Tel: +44 (0)7860 101715 |
Important Notices
Credit Suisse International which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK is acting as financial adviser exclusively for FirstRand Offeror and FirstRand Ltd and no one else in connection with the matters set out in this announcement. In connection with such matters, Credit Suisse International will not regard any other person as their client, nor will they be responsible to anyone other than FirstRand Offeror and FirstRand Ltd for providing the protections afforded to clients of Credit Suisse International or for providing advice in relation to the contents of this announcement or any other matter referred to herein. Neither Credit Suisse International 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 Credit Suisse in connection with this announcement, any statement contained herein or otherwise.
Rand Merchant Bank, which is authorised by the South African Registrar of Banks, is acting as financial adviser exclusively for FirstRand Offeror and FirstRand Ltd and no one else in connection with the matters set out in this announcement. In connection with such matters, Rand Merchant Bank will not regard any other person as their client, nor will they be responsible to anyone other than FirstRand Offeror and FirstRand Ltd for providing the protections afforded to clients of Rand Merchant Bank or for providing advice in relation to the contents of this announcement or any other matter referred to herein.
J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove, is authorised and regulated by the Financial Conduct Authority in the United Kingdom. J.P. Morgan Cazenove is acting exclusively as financial adviser to Aldermore and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than Aldermore for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in relation to the contents of this announcement or any other matter referred to herein.
RBC Europe Limited (trading as RBC Capital Markets), is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom. RBC Capital Markets is acting solely for Aldermore and no one else in connection with the matters set out or referred to in this announcement and will not regard any other person as its client in relation to the matters in this announcement, and will not be responsible to anyone other than Aldermore for providing the protections afforded to clients of RBC Capital Markets, or for providing advice in connection with the matters referred to herein.
Lazard & Co., Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser to Aldermore and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Aldermore for providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in relation to the 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.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) 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 Code, any person who is, or becomes, interested in 1% 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 (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 Takeover Panel's website at http://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 Takeover Panel's Market Surveillance Unit on +44 (0)20 7638 0129.