12 Mar 2018 12:01
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 THAT JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
12 March 2018
RECOMMENDED CASH OFFER
for
Aldermore Group PLC
by
FirstRand International Limited, a wholly-owned subsidiary of FirstRand Limited
SCHEME SANCTIONED BY COURT
Aldermore Group PLC ("Aldermore" or the "Company") is pleased to announce that the Court has today sanctioned the Scheme by which the recommended cash offer for Aldermore by FirstRand International Limited ("FirstRand Offeror"), a wholly-owned subsidiary of FirstRand Limited, is being implemented.
The Scheme will become effective upon the Court order being delivered to the Registrar of Companies, which is expected to take place on 14 March 2018.
Trading in Aldermore Shares on the London Stock Exchange's main market for listed securities and the listing of Aldermore Shares on the Official List of the UK Listing Authority will be suspended with effect from 7:30 a.m. on 14 March 2018 and the listing of Aldermore Shares will be cancelled with effect from 8:00 a.m. on 15 March 2018.
Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document dated 13 November 2017.
Enquiries:
Aldermore |
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Martin Adams, Director of Investor Relations | Tel: +44 (0) 20 8185 3108 |
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J.P. Morgan Cazenove (Joint Lead Financial Adviser and Broker) Mike Collar / James Robinson | Tel: +44 (0) 20 7742 4000 |
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RBC Capital Markets (Joint Lead Financial Adviser and Broker) Oliver Hearsey / Kevin Smith / Daniel Werchola | Tel: +44 (0) 20 7653 4000 |
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Lazard (Financial Adviser) William Rucker / Nick Millar / Mike Young | Tel: +44 (0) 20 7187 2000 |
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Media enquiries: |
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Aldermore Holly Marshall, Director of Corporate Affairs | Tel: +44 (0) 7557 391682 |
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Lansons Tom Baldock | Tel: +44 (0) 7860 101715 |
IMPORTANT NOTICES
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.
Publication on Website
A copy of this announcement will be made available subject to certain restrictions relating to persons resident in restricted jurisdictions on Aldermore's and FirstRand Limited's websites (http://www.investors.aldermore.co.uk and http://www.firstrand.za/InvestorCentre respectively) by no later than 12 noon (London time) on 13 March 2018. For the avoidance of doubt, the contents of those websites are not incorporated and do not form part of this announcement.