BLTG.L Regulatory News (BLTG)

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 OR REGULATIONS OF SUCH JURISDICTION

THE OFFER WILL BE MADE IN THE UNITED STATES PURSUANT TO APPLICABLE LAWS AND REGULATIONS, INCLUDING SECTION 14(E) AND REGULATION 14E UNDER THE US EXCHANGE ACT OF 1934, AS AMENDED (THE "US EXCHANGE ACT"). BIDCO AND ITS AFFILIATES AND AGENTS MAY PURCHASE BLANCCO SHARES OUTSIDE THE OFFER, OUTSIDE THE UNITED STATES, IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS, INCLUDING THE US EXCHANGE ACT.

FOR IMMEDIATE RELEASE

8 August 2023

RECOMMENDED CASH OFFER

for

BLANCCO TECHNOLOGY GROUP PLC ("Blancco")

by

WHITE BIDCO LIMITED ("Bidco")

an entity indirectly owned by the Francisco Partners Funds

PUBLICATION AND POSTING OF OFFER DOCUMENT

On 2 August 2023, the boards of Bidco and Blancco announced that they had agreed the terms of a recommended all cash offer of 223 pence per Blancco Share to be made by Bidco for the entire issued and to be issued share capital of Blancco, other than the Blancco Shares already held by Bidco (the "Offer") (the "Announcement").

As stated in the Announcement, it is intended that the Offer will be implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act 2006.

Bidco and Blancco are now pleased to announce that the offer document containing, amongst other things, the full terms and conditions of the Offer and the procedures for acceptance (the "Offer Document"), together with the related Form of Acceptance, is being published and posted today to Blancco Shareholders and, for information purposes, to participants in the Blancco Share Plans and persons with information rights. 

In accordance with Rule 24.1(a) of the Takeover Code, the Blancco Directors have given their consent to the publication of the Offer Document within 14 days of the 2.7 Announcement.

Capitalised words and phrases used in this announcement shall, unless otherwise defined, have the meanings as set out in the Offer Document. All references to times in this announcement are to London times, unless otherwise stated.

Information for Blancco Shareholders

The Offer will remain open for acceptance until 1.00 p.m. on 7 October 2023, being the Unconditional Date. The Unconditional Date may be brought forward or extended in accordance with the Takeover Code as further described in paragraph 1 of Part 1 of the Offer Document and paragraph 1 of part C of Appendix I to the Offer Document.

The procedure for acceptance of the Offer is set out in (i) paragraph 15 of Part 1 of the Offer Document, (ii) Part D and Part E of Appendix 1 to the Offer Document and (iii) in respect of Blancco Shares in certicated form, in the Form of Acceptance.

To accept the Offer in respect of Blancco Shares in certicated form (that is, not in CREST), you must complete and return the accompanying Form of Acceptance as soon as possible and, in any event, so as to be received by the Receiving Agent by no later than 1.00 p.m. on 7 October 2023.

Acceptances in respect of Blancco Shares in uncerticated form (that is, in CREST) should be made electronically through CREST so that the TTE instruction settles no later than 1.00 p.m. on 7 October 2023. If you are a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction to Euroclear.

The Offer Document will be made available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Bidco's website at http://www.whitebidco.com/ and on Blancco's website at https://www.blancco.com/investors/investor-center/information-for-blancco-shareholders/ promptly, and in any event by no later than 12.00 p.m. on the Business Day following the publication of this announcement.

If you have any questions about the Offer Document or are in any doubt as to how to complete the Form of Acceptance (if you hold Blancco Shares in certicated form), please call the Receiving Agent, Computershare Investor Services PLC at Corporate Actions Projects, Bristol, BS99 6AH, United Kingdom, on 0370 889 4099 (or on +44 370 889 4099 if calling from outside the UK). 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 8.30 a.m. ‑ 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Computershare Investor Services PLC cannot provide any nancial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Further details of the expected timetable and details of how to accept the Offer are set out in the Offer Document.

Further information

Canaccord Genuity, which is authorised and regulated in the United Kingdom by the FCA, is acting as nancial adviser to Francisco Partners and Bidco and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Francisco Partners and Bidco for providing the protections afforded to clients of Canaccord Genuity, or for providing advice in connection with the matters referred to herein. Neither Canaccord Genuity nor any of its group undertakings or afliates 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 or any matter referred to herein or otherwise.

Rothschild & Co, which is authorised and regulated in the United Kingdom by the FCA is acting as Rule 3 adviser and lead nancial adviser exclusively for Blancco and no one else in connection with the Offer and the matters set out in this announcement and will not regard any other person as its client in relation to the Offer and the matters in this announcement and will not be responsible to anyone other than Blancco for providing the protections afforded to clients of Rothschild & Co, nor for providing advice in relation to any matter referred to herein. Neither Rothschild & Co, nor any of its afliates, directors, ofcers, employees, advisers 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 Rothschild & Co in connection with this announcement, any statement contained herein or otherwise.

Stifel, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Blancco and no one else in connection with the Offer and the matters referred to in this announcement and will not be responsible to anyone other than Blancco for providing the protections afforded to clients of Stifel nor for providing advice in relation to the Offer or any other matters referred to in this announcement. Neither Stifel 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 Stifel in connection with the Offer, any statement contained in this announcement or otherwise. No representation or warranty, express or implied, is made by Stifel 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 part of any offer or invitation to purchase, or the solicitation of an offer or invitation to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Offer is made solely by the Offer Document, which (together with the Form of Acceptance in relation to Blancco Shares held in certificated form) contains the full terms and conditions of the Offer, including details of how the Offer may be accepted.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

This announcement has been prepared in accordance with English law, the Takeover Code, the Market Abuse Regulation and the AIM Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of the Offer to Blancco Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders will be contained in the Offer Document.

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Offer may not be made directly or indirectly, in or into, or by use of mails or any means of instrumentality (including but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. Copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported acceptance of the Offer.The Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. 

Notice to US investors in Blancco

The Offer relates to the shares of an English company and is being made by means of a contractual takeover offer under the Takeover Code and under the laws of England and Wales. The Offer is being made in the United States pursuant to all applicable laws and regulations, including, to the extent applicable, Section 14(e) and Regulation 14E under the US Exchange Act and otherwise in accordance with the requirements of the Takeover Code. Accordingly, the Offer is subject to the disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law. The Offer is being made in the United States by Bidco and no one else.

In accordance with, and to the extent permitted by, the Takeover Code and normal UK market practice, Canaccord Genuity and its respective afliates may continue to act as exempt principal traders or exempt market makers in Blancco Shares on the London Stock Exchange and will engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law, as permitted by Rule 14e-5(b)(9) under the US Exchange Act.

In accordance with, and to the extent permitted by, the Takeover Code and normal UK market practice, Bidco, its afliates, their advisors and nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, Blancco Shares outside the Offer, such as in open market purchases or privately negotiated purchases, during the Offer Period and the period in which the Offer remains open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the US and would comply with applicable law, including United Kingdom laws and the US Exchange Act. Any such purchases by Bidco or its afliates will not be made at prices higher than the price of the Offer provided in this announcement unless the price of the Offer is increased accordingly. Any information about such purchases or arrangements to purchase shall be disclosed as required under United Kingdom laws and will be available to all investors (including US investors) via the Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com. To the extent that such information is required to be publicly disclosed in the United Kingdom in accordance with applicable regulatory requirements, this information will, as applicable, also be publicly disclosed in the United States.

It may be difcult for US holders of Blancco Shares to enforce their rights and any claim arising out of the US securities laws in connection with the Offer, since Bidco and Blancco are located in a non- US jurisdiction, and some or all of their ofcers and directors may be residents of a non-US jurisdiction. US holders of Blancco Shares may not be able to sue a non-US company or its ofcers or directors in a non-US court for violations of the US securities laws. Further, it may be difcult to compel a non-US company and its afliates to subject themselves to a US court's judgement.

The nancial statements and nancial information included in or incorporated by reference into this announcement have been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to nancial statements and information of US companies or companies whose nancial statements are prepared in accordance with generally accepted accounting principles in the US ("US GAAP"). US GAAP differs in certain signicant respects from accounting standards applicable in the United Kingdom. None of the nancial information in this announcement has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States).

Neither the Offer nor this announcement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities approved or disapproved or passed judgement upon the fairness or the merits of the Offer or determined if the information contained in this announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the United States. The receipt of cash pursuant to the Offer by a US holder as consideration for the transfer of its Blancco Shares pursuant to the Offer will likely be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each US holder of Blancco Shares is urged to consult their independent legal, tax and nancial advisers regarding the tax consequences of the Offer applicable to them, including under for US federal income tax purposes and applicable US state and local, as well as overseas and other, tax laws.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover 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 rst identied. 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 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is rst identied. 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 Takeover 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(s), 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 p.m. (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 www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was rst identied. You should contact the 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 and hard copies

A copy of this announcement and other documents in connection with the Offer will, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, be made available on a dedicated microsite established for the purpose of the Acquisition at https://www.whitebidco.com/ and Blancco's website at https://www.blancco.com/investors/investor-center/information-for-blancco-shareholders/ promptly and in any event by no later than 12 noon on the Business Day following the publication of this announcement. The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.

In accordance with Rule 30.3 of the Takeover Code, Blancco Shareholders and persons with information rights may request a hard copy of this announcement by contacting Blancco's registrars, Computershare, Corporate Actions Projects, Bristol, BS99 6AH, United Kingdom during business hours between 8.30 a.m. - 5.30 p.m., Monday to Friday excluding public holidays in England and Wales, on 0370 889 4099 (or +44 370 889 4099 from abroad). 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. Such persons may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other information provided by Blancco Shareholders, persons with information rights and other relevant persons for the receipt of communications from Blancco may be provided to Bidco during the offer period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

General

If you are in doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are a resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.