NASA.L Regulatory News (NASA)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

Nasstar plc

("Nasstar" or the "Company")

RECOMMENDED CASH ACQUISITION

of

NASSTAR PLC

by

DIVITIAS BIDCO LIMITED

(an indirect subsidiary of funds managed by Mayfair Equity Partners LLP and its affiliates)

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

Publication of Scheme Document

On 17 December 2019, the Boards of Nasstar plc ("Nasstar") and Divitias Bidco Limited ("Bidco") announced that they have reached agreement on the terms of a recommended all cash acquisition under which Bidco will acquire the entire issued and to be issued share capital of Nasstar (the "Acquisition"). It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme").

Nasstar is pleased to announce that a circular in relation to the Scheme (the "Scheme Document") containing, amongst other things, the full terms and conditions of the Scheme, an explanatory statement in relation to the Scheme, an indicative timetable of principal events, notices convening the Court Meeting and the General Meeting and details of the actions to be taken by the Nasstar Shareholders and Scheme Shareholders will be published today and is being posted to Nasstar Shareholders. Nasstar is also posting the Scheme Document to participants in the Nasstar Share Plans for information only and those persons with information rights.

Notice of Shareholder Meetings

As described in the Scheme Document, in order to approve the terms of the Acquisition, the Scheme Shareholders will need to vote in favour of the resolution to be proposed at the Court Meeting and Nasstar Shareholders will need to vote in favour of the Special Resolution to be proposed at the General Meeting. The Scheme will also require the sanction of the Court. Along with the Scheme Document, Nasstar Shareholders will receive the Forms of Proxy required to vote at the Court Meeting and the General Meeting. NasstarShareholders should carefully read the Scheme Document in its entirety before making a decision with respect to voting.

The Court Meeting and the General Meeting are scheduled to be held at the offices of Marriot Harrison LLP, 11 Staple Inn, London WC1V 7QH with the Court Meeting scheduled to commence at 10:00 a.m. and the General Meeting scheduled to commence at 10:15 a.m. (or as soon thereafter as the Court Meeting has been concluded or adjourned) on 13 January 2020. 

Actions to be taken by Nasstar Shareholders in respect of the Shareholder Meetings are set out within the Scheme Document. Nasstar Shareholders and Scheme Shareholders are asked to complete and return their Forms of Proxy in accordance with the instructions set our therein and within the Scheme Document as soon as possible, but in any event so as to be received by the Receiving Agent, Neville Registrar Limited, not later than 48 hours before the relevant meeting. If the white Form of Proxy for the Court Meeting is not lodged by the relevant time, it may be handed to the Registrars, on behalf of the chairman of the Court Meeting, at the start of the Court Meeting. However, in the case of the General Meeting, if the yellow Form of Proxy is not lodged by the relevant time, it will be invalid.

Subject to the approval of Scheme Shareholders at the Court Meeting, the passing of the Special Resolution by Nasstar Shareholders at the General Meeting, the sanction of the Scheme by the Court and the satisfaction or waiver of the other conditions to which the Scheme is subject, it is expected that the Scheme will become effective on 22 January 2020. The expected timetable of principal events for the implementation of the Acquisition is set out below. If any of the key dates set out in the expected timetable change, an announcement will be made via a Regulatory Information Service.

Nasstar Shareholders should be aware that on completion of the Acquisition, the Company will become a wholly-owned subsidiary of Divitias's Bidco Limtied and Nasstar Shareholders and Scheme Shareholders should note that if the Scheme is approved at the Shareholder Meetings and the Acquisition completes, trading in the Nasstar Shares will be cancelled. A request has been made to the London Stock Exchange to cancel trading in the Nasstar Shares on AIM at 7.00 a.m. on the business day following the Effective Date without seeking the separate approval of Nasstar Shareholders under Rule 41 of the AIM Rules for Companies.

It is also expected that trading of the Nasstar Shares on AIM will be suspended from 7.30 a.m. on 22 January 2020. Following the AIM cancellation, Nasstar Shares will not be quoted on any publicly quoted market in the United Kingdom or elsewhere.

Copies of this announcement and the Scheme Document will be available for inspection free of charge, subject to certain restrictions relating to persons in certain overseas jurisdictions, on the Nasstar website at www.nasstar.com up to and including the Effective Date. The contents of the website referred to in this announcement are not incorporated into, and do not form part of, this announcement.

Capitalised terms used in this announcement but not defined have the same meaning as in the Scheme Document.

For further information, please contact:-

Nasstar plc +44 (0) 20 7148 5000

Nigel Redwood, Chief Executive Officer

Niki Redwood, Finance Director

finnCap Limited (Nominated Adviser & Broker to Nasstar) Tel: +44 (0) 20 7220 0500

Julian Blunt, James Thompson (Corporate Finance)

Alice Lane (Corporate broking)

CMS Cameron McKenna Nabarro Olswang LLP is retained as legal adviser to Mayfair and Bidco; Marriott Harrison LLP is retained as legal adviser to Nasstar, in each case in connection with the Acquisition.

About Nasstar plc

Nasstar (www.nasstar.com) and its wholly owned operating businesses provide hosted managed and cloud computing services, integrating private and public clouds supplying a robust, secure and stable hosted Information Technology service to business customers. The Group provides a true end to end service for clients providing them with enhanced IT performance and greater cost control over their IT function. The Group owns its primary data centre, is head quartered in Telford with regional offices in Northampton, London and Bournemouth whilst 24 x 7 support is delivered from its Auckland office in New Zealand. Nasstar is an accredited Microsoft Gold Partner, was the 2016 Citrix Networking Partner of the Year and is certified to ISO 27001.

Nasstar specialises in building bespoke cloud hosted services to manage a client's entire application set, tailor made to suit specific industries, designing public, private and hybrid cloud solutions to meet the objectives of the client. The solution is a highly scalable service that provides benefits including "Anywhere Access" to computing; a standardised corporate solution that can be accessed globally in multiple languages; generating cost savings when compared to the traditional IT ownership model whilst replacing capital expenditure with a simple usage based payment model.

Nasstar (AIM:NASA) was founded in 1998, admitted to AIM in December 2005, acquired e-know.net Limited in a reverse takeover in January 2014, Kamanchi Limited in July 2014, VESK in October 2015 and Modrus Limited in September 2016.

Ends

Important Notices:

Further Information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, 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, nor shall there be any sale, issuance or transfer of securities of Nasstar in any jurisdiction in contravention of applicable law. The Acquisition will be implemented solely by means of the Scheme Document, which will contain the full terms and conditions of the Acquisition including details of how to vote in respect of the Scheme. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document. Investec, which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively as financial adviser for Bidco and no one else in relation to the Acquisition and/or other matters set out in this announcement. Investec will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Acquisition and/or other matters set out in this announcement and will not be responsible to anyone other than Bidco for providing the protections afforded to the clients of Investec, or for providing advice in relation to the Acquisition, the contents of this announcement or any other matter referred to herein. Apart from the responsibilities and liabilities, if any, which may be imposed on Investec by FSMA or the regulatory regime established thereunder, Investec does not make any representation express or implied in relation to, nor accepts any responsibility whatsoever for, the contents of this announcement or any other statement made or purported to be made by it or on its behalf in connection with the Acquisition and/or other matters set out in this announcement. Investec (and its affiliates) accordingly, to the fullest extent permissible by law, disclaims all and any responsibility or liability (save for any statutory liability) whether arising in tort, contract or otherwise which it might have in respect of the contents of this announcement or any other statement made or purported to be made by it or on its behalf in connection with Acquisition or and/or other matters set out in this announcement.

Oakley Advisory, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to Nasstar and for no one else in connection with the Acquisition or any matters referred to in this announcement and will not be responsible to anyone other than Nasstar for providing the protections afforded to clients of Oakley Advisory, or for providing advice in relation to the Acquisition, the contents of this announcement or any other matters referred to in this announcement.

finnCap, which is authorised and regulated in the UK by the Financial Conduct Authority is acting exclusively for Nasstar and no one else in connection with the matters set out in this announcement. In connection with such matters, finnCap will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to clients of finnCap or for providing advice in relation any matter referred to herein.

This announcement is for information purposes only and is not intended to, and does not constitute, or form part of any offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of 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 the Scheme Document and the accompanying Forms of Proxy (or by any other document by which the Acquisition is made), which will together contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote, decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the offer document). Each Nasstar Shareholder is urged to consult its independent professional advisers immediately regarding the tax consequences of the Acquisition applicable to them.

Overseas Shareholders

The ability of Overseas Shareholders to participate in the Acquisition and the distribution of this announcement in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves of, and observe, any such restrictions. Any person (including without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Scheme Document, the Forms of Proxy 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. If any Overseas Shareholder remains in any doubt, it should consult an appropriate independent professional adviser in its relevant jurisdiction without delay. In particular, the ability of persons who are not resident in the United Kingdom to vote their Ordinary Shares at the Court Meeting or the General Meeting or to execute and deliver Forms of Proxy appointing another to vote their Ordinary 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.

Failure to comply with any such 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 Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purposes of complying with the laws of Scotland and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this document and the accompanying documents had been prepared in accordance with the laws of jurisdictions outside of Scotland.

This announcement is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful.

Forward-looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Bidco and Nasstar contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco and/or Nasstar about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on Bidco, GCI and/or Nasstar, the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Bidco and Nasstar believe that the expectations reflected in such forward-looking statements are reasonable, Bidco and Nasstar can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions; future market conditions, changes in general economic and business conditions, the behaviour of other market participants, the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which Bidco, GCI and Nasstar operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Bidco nor Nasstar, nor any of their respective associates or directors, officers 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 any reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules and the Market Abuse Regulation), neither Bidco nor Nasstar is under any obligation, and Bidco and Nasstar expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one 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) of the Code 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 one 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 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code 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 of the Code.

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 of the Code).

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 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 Scheme Document will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on Nasstar's website (www.nasstar.com) by no later than 12 noon on 23 December 2019.

Requesting hard copy documents

Nasstar Shareholders may request a hard copy of this announcement by contacting Nasstar's Registrar, Neville Registrars Limited, during business hours on +44 (0) 121 585 1131 or by submitting a request in writing to Nasstar's Registrar, Neville Registrars Limited, Neville House, Steel Park Road, Halesowen, West Midlands, United Kingdom B62 8HD. 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. You 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 Nasstar Shareholders, persons with information rights and other relevant persons for the receipt of communications from Nasstar may be provided to Bidco during the offer period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c).