6 Dec 2022 13:04
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
FOR IMMEDIATE RELEASE
6 December 2022
RECOMMENDED CASH OFFER
for
ATTRAQT GROUP PLC
by
AEGEAN BIDCO LIMITED
(an indirect wholly-owned subsidiary of Crownpeak Holdings, LLC)
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Scheme of Arrangement becomes Effective
On 29 September 2022, the boards of Aegean Bidco Limited ("Bidco") and Attraqt Group PLC ("Attraqt") announced that they had reached agreement on the terms of a recommended cash offer to be made by Bidco to acquire the entire issued and to be issued share capital of Attraqt, to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. The scheme circular in relation to the cash offer was posted to Attraqt Shareholders on 19 October 2022 (the "Scheme Document").
Further to the announcement made on 24 November 2022 that the Court has sanctioned the Scheme, the Scheme Court Order has now been delivered to the Registrar of Companies and, accordingly, the recommended cash offer for Attraqt by Bidco has now become Effective in accordance with its terms and, pursuant to the Scheme, the entire issued and to be issued share capital of Attraqt is now owned by Bidco.
Scheme Shareholders on the register of members of the Company at the Scheme Record Time, being 6.00 p.m. on 5 December 2022, will be entitled to receive 30 pence in cash for each Scheme Share held at the Scheme Record Time. Settlement of the cash consideration due to Scheme Shareholders will occur within 14 days in accordance with the terms of the Scheme.
Dealings in Attraqt Shares were suspended with effect from 7.30 a.m. (London time) on 6 December 2022. The cancellation of admission to trading of Attraqt Shares on AIM is expected to take effect at 7.00 a.m. on 7 December 2022.
As a result of the Scheme having become Effective, share certificates in respect of Attraqt Shares have ceased to be valid documents of title and entitlements to Attraqt Shares held in uncertificated form in CREST will be cancelled.
Additionally, as the Scheme has now become Effective, Tom Crawford, Grahame Cook, Laura Harnett, Luke McKeever and Robert Fenner have resigned from the Board of Attraqt and Andrew Doane, Sujit Banerjee, David Pincus and Jonah Paransky have been appointed to the Board of Attraqt, in each case with effect from today's date.
Unless otherwise defined, all capitalised terms in this announcement shall have the meaning given to them in the Scheme Document.
Enquiries:
Attraqt
Tom Crawford, Chairman via Raymond James
Mark Adams, Chief Executive Officer
Eric Dodd, Chief Financial Officer
Raymond James (Financial Adviser to Attraqt)
Junya Iwamoto Tel: + 44 (0) 20 3 798 5700
William Tridimas
Felix Beck
Jessica Johnston
Canaccord Genuity (Nominated Adviser and Broker to Attraqt)
Simon Bridges Tel: + 44 (0) 20 7 523 8000
Adam JamesThomas Diehl
Alma PR (Financial PR to the Company)
Sam Modlin Tel: + 44 (0) 20 3 405 0205
Andy Bryant
K1 Investment Management, Crownpeak and Bidco
Katy Brown Tel: + 1 (800) 310 2870
finnCap (Financial adviser to K1 Investment Management, Crownpeak and Bidco)
Henrik Persson Tel: +44 (0) 20 7220 0500
Seamus Fricker
Charlie Beeson
Latham & Watkins (London) LLP and Kirkland & Ellis LLP are retained as legal advisers to K1 Investment Management, Crownpeak and Bidco.
Taylor Wessing LLP are retained as legal adviser to Attraqt.
Important Notices
Raymond James Financial International Limited ("Raymond James"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to Attraqt and no-one else in connection with the matters described in this Announcement and will not be responsible to anyone other than Attraqt for providing the protections afforded to clients of Raymond James nor for providing advice in connection with the matters referred to herein. Neither Raymond James 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 Raymond James in connection with this Announcement, any statement contained herein, the Acquisition or otherwise.
Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and broker to Attraqt and no-one else in connection with the matters described in this Announcement and will not be responsible to anyone other than Attraqt for providing the protections afforded to clients of Canaccord Genuity nor for providing advice in connection with the matters referred to herein. Neither Canaccord Genuity 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 Canaccord Genuity in connection with this Announcement, any statement contained herein, the Acquisition or otherwise.
finnCap Ltd ("finnCap"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser to K1 Investment Management, Crownpeak and Bidco and no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than K1 Investment Management, Crownpeak or Bidco for providing the protections offered to clients of finnCap or for providing advice in connection with any matter referred to in this Announcement. Neither finnCap 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 finnCap in connection with this Announcement, any statement contained herein, the Offer or otherwise. No representation or warranty, express or implied, is made by finnCap as to the contents of this Announcement.
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 Acquisition. 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.
The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date.
Overseas shareholders
This Announcement has been prepared for the purpose of complying with English law, the AIM 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 the 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. In particular, the ability of persons who are not resident in the United Kingdom to vote their Attraqt Shares at the Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Attraqt Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.
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.
Unless otherwise determined by Bidco or required by the Code and permitted by applicable law and regulation, 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. 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. 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. 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 Attraqt 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 Attraqt, Bidco, Crownpeak and K1 Investment Management. 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. Forward-looking statements 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 of K1 Investment Management, Crownpeak and/or Bidco and the expansion and growth of Attraqt and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the business of Attraqt.
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 K1 Investment Management, Crownpeak, Bidco or Attraqt, 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 K1 Investment Management, Crownpeak, Bidco or Attraqt 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, Crownpeak, K1 Investment management and Attraqt 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.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit forecast or estimate for Attraqt in respect of any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per Attraqt Share for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per Attraqt Share.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Attraqt's website at https://www.attraqt.com/attraqt-update/ and on Crownpeak's website at https://www.crownpeak.com by no later than 12:00 noon on the Business Day following the date of this Announcement. Neither the contents 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.
Requesting hard copies
Pursuant to Rule 30.3 of the Takeover Code, a person so entitled may request a copy of this Announcement in hard copy form by contacting the Company's registrars, Link Group, during business hours on 0371 664 0321 (or if calling from outside the UK +44 371 664 0321) or by submitting a request in writing at Link Group, PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. and 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Acquisition should be in hard copy form. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested.
Electronic communications - information for Attraqt Shareholders
Please be aware that addresses, electronic addresses and certain information provided by Attraqt Shareholders, persons with information rights and other relevant persons for the receipt of communications from Attraqt may be provided to Bidco during the Offer Period as required under section 4 of Appendix 4 of the Code