NASA.L Regulatory News (NASA)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR 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

20 January 2020

RECOMMENDED CASH ACQUISITION

of

Nasstar plc ("Nasstar" or "the Company")

by

Divitias Bidco Limited ("Bidco")

(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

COURT SANCTION OF SCHEME OF ARRANGEMENT AND SUSPENSION OF DEALINGS

The Directors of Nasstar are pleased to announce that at the Court Hearing which was held earlier today in connection with a recommended all-cash acquisition of the entire issued and to be issued ordinary share capital of Nasstar by Bidco (the "Acquisition"), the Court has made an order sanctioning the Scheme. Accordingly, the last day of dealings in, and for registration of transfers of, Nasstar Shares is expected to be 21 January 2020 and suspension of trading of Nasstar Shares is expected to take effect from 7.30 a.m. on 22 January 2020.

Subject to the Court Order being duly delivered to the Registrar of Companies, it is anticipated that the Scheme will become Effective on 22 January 2020 and that the admission to trading of Nasstar Shares on AIM will be cancelled with effect from 7.00 a.m. on 23 January 2020.

Full details of the Acquisition are set out in the circular dated 20 December 2019 sent to shareholders of Nasstar (the "Scheme Document"). Capitalised terms used but not otherwise defined in this Announcement have the meaning given to them in the Scheme Document. There have been no changes to the expected timetable of principal events for the Acquisition set out on page 9 of the Scheme Document.

This Announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.

ENQUIRIES

IMPORTANT NOTICES

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 contains the full terms and conditions of the Acquisition.

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

Overseas jurisdictions

The availability of the Acquisition to Nasstar Shareholders who are not resident in and citizens of the UK 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 UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas shareholders is contained in the Scheme Document.

The release, publication or distribution of this Announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves of, and observe, any applicable requirements. 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 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 England, the AIM Rules, the rules of the London Stock Exchange, the Market Abuse Regulation, the Disclosure Guidance and Transparency 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 of England.

Copies of this Announcement and any formal documentation relating to the Scheme and the Acquisition will not be and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. If the Acquisition is implemented by way of Offer (unless otherwise permitted by applicable law or regulation), the Offer must not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.

Further information for US Holders

US Holders should note that the Acquisition relates to the securities of an English company, is subject to UK disclosure requirements and practices (which are different from those of the US) and is proposed to be implemented under a scheme of arrangement under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules under the US Exchange Act, and the proxy solicitation rules under the US Exchange Act will not apply to the Acquisition. The Scheme is subject to UK disclosure requirements and practices, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this Announcement and the Scheme Document has been prepared in accordance with IFRS, and thus may not be comparable to financial information of companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. However, if Bidco were to exercise its right to implement the Acquisition of the Nasstar Shares by way of an Offer, such Offer will be made in compliance with applicable US tender offer and securities laws and regulations. Such an Offer would be made by Bidco.

Neither the SEC nor any US state securities commission or any other US regulatory authority has approved or disapproved the Acquisition, passed judgement upon the merits or fairness of the Acquisition or passed any opinion upon the accuracy, adequacy or completeness of this Announcement. Any representation to the contrary is a criminal offence in the United States.

The receipt of cash pursuant to the Acquisition by a US Holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme may 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 Nasstar Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

It may be difficult for US Holders to enforce their rights and claims arising out of the US federal securities laws, since Bidco and Nasstar are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US Holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco or its nominees, or their brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Nasstar Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

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.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Nasstar for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Nasstar.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this Announcement and the documents required to be published by Rule 26 of the Code will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Nasstar's website at www.nasstar.com/investors and on GCI's website at www.gcicom.net by no later than 12 noon (London time) on the Business Day following this Announcement. For the avoidance of doubt, the contents of those websites are not incorporated by reference and do not form part of this Announcement.

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.