Synergia Energy Regulatory News (SYN)

15 October 2019

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 THAT JURISDICTION

RECOMMENDED CASH OFFER 

FOR

SYNNOVIA PLC ("Synnovia")

BY

BPF1 LIMITED ("BIDCO"), A WHOLLY-OWNED SUBSIDIARY OF FUNDS ADVISED BY CAMELOT CAPITAL PARTNERS LLC

Level of Acceptances & Extension of Offer

On 3 September 2019, the Bidco Director and the Independent Synnovia Directors announced the terms of a recommended offer to be made by Bidco for the entire issued and to be issued share capital of Synnovia, pursuant to Rule 2.7 of the Takeover Code (the "Offer"). The full terms and condition of the Offer, together with the procedures for acceptance of the Offer, were set out in the offer document issued by Synnovia on 23 September 2019 (the "Offer Document") and, in respect of certificated Synnovia Shares, the accompanying Form of Acceptance. On 11 October 2019 Synnovia announced the results of the General Meeting, which included the approval of the Management Shareholder Resolution, a key condition to the Offer.

Capitalised terms used in this announcement, unless otherwise defined, have the same meanings as set out in the Offer Document.

Offer Update

As at 1:00pm (London time) on 14 October 2019, being the First Closing Date of the Offer, Bidco had received valid acceptances of the Offer in respect of a total of 15,913,571 Synnovia Shares, representing approximately 40.8 per cent. of Synnovia's existing issued share capital, and 70.6 per cent. of the Synnovia shares to which the Offer relates. This includes acceptances for a total of 6,213,500 Synnovia Shares, representing approximately 15.9 per cent. of Synnovia's existing issued share capital in relation to irrevocable undertakings given by the Independent Synnovia Directors, certain other Synnovia Shareholders and Faisal Rahmatallah's (who is considered to be acting in concert with Bidco) FR SIPP shares.

Bidco holds 11,659,513 Synnovia Shares and the Management Shareholders have agreed to transfer an additional 4,804,855 Synnovia Shares to Bidco pursuant to the Management Share Exchange Agreement, representing approximately in aggregate 42.2 per cent. of Synnovia's entire issued share capital. Accordingly, as at 1:00pm (London time) on 14 October 2019, Bidco owned or will own pursuant to the Management Share Exchange Agreement or had received valid acceptances in respect of a total of 32,377,939 Synnovia Shares, representing approximately 83.0 per cent. of Synnovia's entire issued share capital.

Noting that the level of acceptances is below the level required to satisfy the 90 per cent. acceptance condition, Bidco is pleased to announce that the Offer, which remains subject to the terms and conditions set out in the Offer Document, is being extended and will remain open until the next closing date, which is 1:00pm (London time) on 28 October 2019. Any subsequent extensions of the Offer will be publicly announced by 8:00am (London time) on the business day following the day on which the Offer was otherwise due to close, or such later time or date as the Panel may agree.

The percentages listed in this announcement are based on a current issued share capital of 38,995,151 Synnovia Shares.

Intention to procure cancellation of trading and listing on AIM and re-registration

As set out in the Offer Document, if Bidco, by virtue of its shareholdings and valid acceptances of the Offer, acquires or agrees to acquire, Synnovia Shares carrying 75 per cent. or more of the voting rights of Synnovia, Bidco will request that Synnovia applies to the London Stock Exchange for the cancellation of the admission to trading of the Synnovia Shares on AIM (the "Cancellation"). As at 1:00pm (London time) on 14 October 2019, Bidco owned or will own pursuant to the Management Share Exchange Agreement or had received valid acceptances in respect of a total of 32,377,939 Synnovia Shares, representing approximately 83.0 per cent. of Synnovia's entire issued share capital, affording Bidco the ability to request application for the Cancellation once the offer becomes or is declared unconditional in all respects. A notice period of not less than 20 Business Days before the cancellation will commence after the Offer becomes or is declared unconditional in all respects. In the event that the Cancellation is effected, Bidco will seek to re-register Synnovia as a private limited company as soon as possible following Cancellation.

The Cancellation and the re-registration of Synnovia as a private limited company would significantly reduce the liquidity and marketability of any Synnovia Shares in respect of which the Offer has not been accepted at that time. Any remaining Synnovia Shareholders would become minority shareholders in a majority controlled private limited company and may therefore be unable to sell their Synnovia Shares. There can be no certainty that such minority Synnovia Shareholders would again be offered an opportunity to sell their Synnovia Shares on terms which are equivalent to or no less advantageous than those under the Offer.

Acceptance procedure

If you hold your Synnovia Shares, or any of them, in Certificated Form (that is, not in CREST), to accept the Offer in respect of all or some of those Synnovia Shares, you must follow the procedure set out in paragraph 14.1 of the letter from Bidco included in the Offer Document. In particular, you must complete the personalised Form of Acceptance in accordance with the instructions printed on it and return the completed Form of Acceptance (along with your original share certificate(s) and/or other documents of title) by post or by hand (during normal business hours only) to Link Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and, in any event, so as to be received by no later than 1.00 pm (London time) on 28 October 2019.

If you are posting in the UK, a reply-paid envelope has been provided for your convenience. If you hold your Synnovia Shares, or any of them, in Uncertificated Form (that is, in CREST), to accept the Offer in respect of some or all of those Synnovia Shares, you must follow the procedure set out in paragraph 14.2 of the letter from Bidco so that the TTE Instruction settles as soon as possible and, in any event, no later than 1.00 pm (London time) on 28 October 2019. If you hold your Synnovia Shares as 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.

If you require assistance in completing your Form of Acceptance (or wish to obtain an additional Form of Acceptance), or have questions in relation to this document, including making an electronic acceptance, please contact the Receiving Agent, Link Asset Services on 0371 664 0321. 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 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Link Asset Services cannot advise on the merits of the Offer nor provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. Calls are charged at the standard geographic rate and will vary by provider. The helpline is open between 9.00 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes.

Interests in Synnovia Shares

As at the close of business on 11 October 2019, being the latest practicable date prior to publication of this announcement, the interests of Bidco and its concert parties and their immediate families, related trusts and connected persons, all of which are beneficial unless otherwise stated, in relevant securities were as follows:

(1) 1,945,670 of the Synnovia Shares in which Faisal Rahmatallah has an interest are registered in the name of Nicolino Assets Holdings Limited

(2)202,434 of the Synnovia Shares in which Faisal Rahmatallah has an interest are registered in the name of Lawshare Nominees Limited as the nominee of Faisal Rahmatallah's self-invested personal pension provider

(3)512,463 of the Synnovia Shares in which Faisal Rahmatallah has an interest are registered in the name of R&H Trust Co (Jersey) Limited

(4)100,602 of the Synnovia Shares in which Faisal Rahmatallah has an interest are registered in the name of Lawshare Nominees Limited as the nominee of the self-invested personal pension provider of Jane Margaret O'Riordan, a connected person of Faisal Rahmatallah

With the exception of the interests set out above, as at close of business on 12 October 2019, being the latest practicable date prior to publication of this announcement, neither Bidco, nor any person acting in concert with it for the purposes of the Offer, is interested in or has any rights to subscribe for any Synnovia Shares, nor does any such person have any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement in relation to any relevant securities of Synnovia. For these purposes 'arrangement' includes any agreement to sell or any dealing obligation or right to require another person to purchase or take delivery of any relevant securities of Synnovia, and any borrowing or lending of any relevant securities of Synnovia which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to any relevant securities of Synnovia.

Enquiries:

Important Information

Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Bidco and no one else in connection with the Offer and other matters referred to in this announcement. In connection with these matters, Numis, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Bidco for providing the protections afforded to the clients of Numis nor for providing advice in relation to the matters referred to in this announcement.

Cenkos Securities plc ("Cenkos"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Synnovia and no-one else in connection with the Offer and other matters referred to in this announcement. In connection with these matters, Cenkos, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Synnovia for providing the protections afforded to the clients of Cenkos nor for providing advice in relation to the matters referred to in this announcement.

 Further information

This announcement is not intended to, and does not, constitute, or form part of, any 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 Offer or otherwise. The Offer is being made solely by means of the Offer Document and the Form of Acceptance accompanying the Offer Document, which contains the full terms of, and Conditions to, the Offer, including details of how the Offer may be accepted. Any response to the Offer should be made only on the basis of information contained in the Offer Document. Synnovia Shareholders are advised to read the formal documentation in relation to the Offer carefully.

This announcement has been prepared for the purposes 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 and regulations of any jurisdiction outside the United Kingdom.

Overseas jurisdictions

The distribution of this announcement in jurisdictions other than the United Kingdom and the ability of Synnovia Shareholders who are not resident in the United Kingdom to participate in the Offer may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Synnovia Shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable legal or regulatory requirements. 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 Synnovia Shareholders is contained in the Offer Document.

The Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, any Restricted Jurisdiction unless conducted pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction.

Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction except pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction and persons receiving this announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this announcement and/or the Offer Document and/or any other related document to a jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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) 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 1% 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 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.

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 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 will be available, free of charge (subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions), for inspection on Synnovia's website at www.synnovia.com/investors by no later than 12 noon (London time) on the Business Day following the publication of this announcement and will continue to be made available until the end of the Offer Period.

For the avoidance of doubt, neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into or forms part of this announcement.

Documents in hard copy form

Any person entitled to receive a copy of documents, announcements and information relating to the Offer is entitled to receive such documents and all information incorporated into such documents by reference to another source in hard copy form. Unless such a person makes such a request, a hard copy of this announcement and the Offer Document and any such information incorporated by reference in it will not be sent to that person. Such person may request that all future documents, announcements and information in relation to the Offer are sent to them in hard copy form.

Copies of this announcement and the Offer Document (and any information incorporated by reference in that document) and all future documents, announcements and information required to be sent to persons in relation to the Offer may be requested from the Receiving Agent, Link Asset Services on 0371 664 0321. 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 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Link Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Information relating to Synnovia Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Synnovia Shareholders, persons with information rights and other relevant persons for the receipt of communications from Synnovia may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 to the Takeover Code.