SNN.L Regulatory News (SNN)

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

4 August 2022

Sanne Group plc

(Sanne)

Acquisition update

Scheme Effective

On 2 August 2022, Sanne announced that the Court had sanctioned the Scheme at the Scheme Sanction Hearing. Sanne and Apex are pleased to announce that, following delivery of a copy of the Court Order to the Registrar of Companies today, the Scheme has now become Effective in accordance with its terms.

Settlement of consideration

As set out in the scheme document published by Sanne on 10 September 2021 (Scheme Document), a Scheme Shareholder on the register of members of Sanne at the Scheme Record Time, being 6.00 p.m. on 3 August 2022, is entitled to receive 920 pence in cash for each Scheme Share held. Settlement of the consideration to which any Scheme Shareholder is entitled will be effected by way of the despatch of cheques or the crediting of CREST accounts (for Scheme Shareholders holding Scheme Shares in certificated form and in uncertificated form respectively) by no later than 18 August 2022.

Suspension and cancellation of listing and trading

The listing of Sanne Shares on the premium listing segment of the Official List and the admission to trading of Sanne Shares on the London Stock Exchange's main market for listed securities (Main Market) were suspended with effect from 7.30 a.m. today.

It is expected that the listing of the Sanne Shares on the premium listing segment of the Official List and the trading of Sanne Shares on the London Stock Exchange's Main Market will each be cancelled with effect from 8.00 a.m. on 5 August 2022.

Resignation of directors

As the Scheme has now become effective, Sanne duly announces that, as of today's date, Rupert Robson, Nicola Palios, Sophie O'Connor, Mel Carvill, Julia Chapman, Yves Stein and Fernando Fanton have tendered their resignations and have stepped down from the Sanne Board.

All times shown are London times. If any of the expected times and/or dates above change, the revised times and/or dates will be notified to Sanne Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on Sanne's website at www.sannegroup.com and Apex's website at www.theapexgroup.com.

Capitalised terms in this announcement (Announcement), unless otherwise defined, have the same meaning as set out in the Scheme Document and all references to times in this Announcement are to London time unless otherwise stated.

Enquiries

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 Sanne in any jurisdiction in contravention of applicable law. The Acquisition is being implemented solely by means of the Scheme Document, which, together with the Forms of Proxy, contains the full terms and conditions of the Acquisition. This Announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), which is authorised in the UK by the Prudential Regulatory Authority and regulated in the UK by the Financial Conduct Authority and the Prudential Regulatory Authority, is acting as financial adviser exclusively for Sanne and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Sanne for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in connection with the Acquisition or any matter or arrangement referred to herein.

Jefferies International Limited ("Jefferies"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Sanne and no one else in connection with the matters set out in this Announcement and will not be responsible to anyone other than Sanne for providing the protections afforded to clients of Jefferies nor for providing advice in relation to the matters referred to in this Announcement. Neither Jefferies 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 Jefferies in connection with this Announcement, any statement contained herein or otherwise.

BofA Securities, a subsidiary of Bank of America Corporation, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Apex Parent in connection with the matters set out in this Announcement and for no one else and will not be responsible to anyone other than Apex Parent for providing the protections afforded to its clients or for providing advice in relation to the subject matter of this Announcement or any other matters referred to in this Announcement. Neither BofA Securities, 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 BofA Securities in connection with this Announcement, any statement contained herein or otherwise.

Rothschild & Co, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Apex Parent and no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than Apex Parent for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with any matter referred to herein. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agent) 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, the Acquisition or otherwise.

Overseas jurisdictions

The availability of the Acquisition to Sanne Shareholders who are not resident in and citizens of the UK or Jersey 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 or Jersey 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. Further details in relation to overseas shareholders are contained in the Scheme Document.

The release, publication or distribution of this Announcement in or into jurisdictions other than the UK or Jersey may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK or Jersey should inform themselves of, and observe, any applicable legal or regulatory requirements. Any failure to comply with such requirements 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 UK Listing Rules, the rules of the London Stock Exchange 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 the UK and Jersey.

Copies of this Announcement and the formal documentation relating to the Scheme and the Acquisition have not been, will not be and must not be, directly or indirectly, mailed, transmitted 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, without limitation, agents, custodians, nominees and trustees) must not, directly or indirectly, mail or otherwise forward, distribute or send them in or into or from any such jurisdiction. 

The Acquisition is subject to Jersey law and the applicable requirements of the Court, the Code, the Panel, the London Stock Exchange and the FCA.

US Holders

US Holders should note that the Acquisition relates to the securities of a Jersey company and is proposed to be implemented by means of a scheme of arrangement under the laws of Jersey. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition and the Scheme are subject to the disclosure requirements and practices applicable to a scheme of arrangement involving a target company in Jersey listed on the London Stock Exchange, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in the Scheme Document has been prepared in accordance with IFRS, and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. 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. 

It may be difficult for US Holders to enforce their rights and claims arising out of the US federal securities laws, since Apex and Sanne 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 judgement.

Neither the SEC nor any US state securities commission has approved or disproved or passed judgment upon the fairness or the merits of the Acquisition or determined if this Announcement is adequate, accurate or complete.

Forward-looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Apex and Sanne 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 Apex and Sanne 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 Apex and Sanne, 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 Apex and Sanne believe that the expectations reflected in such forward-looking statements are reasonable, Apex and Sanne 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: 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 in the countries in which Apex and Sanne operate, 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 Apex and Sanne 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 Apex nor Sanne, 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, neither Apex nor Sanne is under any obligation, and Apex and Sanne 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.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, Sanne Shareholders, persons with information rights and participants in Sanne Share Schemes may request a hard copy of this Announcement by contacting Sanne's Registrar during business hours on 0371 384 2030 (from within the UK) or on +44 (0)121 415 7047 (from outside the UK) or by submitting a request in writing to the Registrar at Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, UK. 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.