TIDMATQT
RNS Number : 8590F
ATTRAQT Group PLC
09 November 2022
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
FOR IMMEDIATE RELEASE
9 November 2022
RECOMMED CASH OFFER
for
ATTRAQT GROUP PLC
by
AEGEAN BIDCO LIMITED
(an indirect wholly-owned subsidiary of Crownpeak Holdings,
LLC)
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Results of Court Meeting and General Meeting
On 29 September 2022, the boards of Aegean Bidco Limited
("Bidco") and Attraqt Group PLC ("Attraqt") announced that they had
reached agreement on the terms of a recommended cash offer to be
made by Bidco to acquire the entire issued and to be issued share
capital of Attraqt. The Acquisition is intended to be effected by
means of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act 2006.
On 19 October 2022, Attraqt published and posted a circular to
Attraqt Shareholders (the "Scheme Document"), setting out, amongst
other things, the background to, the terms of, and the reasons for
the Attraqt Board recommending, the Acquisition. The Scheme
Document also contained, amongst other things, the Scheme and
notices of the Court Meeting and the General Meeting.
The Attraqt Board is pleased to announce that, at the Court
Meeting and the General Meeting, each held earlier today in
connection with the recommended cash offer:
-- the requisite majority of Scheme Shareholders voted in favour
of the resolution to approve the Scheme at the Court Meeting;
and
-- the requisite majority of Scheme Shareholders voted to pass
the special resolution at the General Meeting to approve the
implementation of the Scheme, including the adoption of the amended
articles of association.
Capitalised terms in this announcement (the "Announcement"),
unless otherwise defined, have the same meanings as set out in the
Scheme Document. Copies of this Announcement and the Scheme
Document will be available free of charge (subject to certain
restrictions relating to persons in Restricted Jurisdictions) on
Attraqt's website at https://www.attraqt.com/attraqt-update/ up to
and including the Effective Date. The content of this website is
not incorporated into, and does not form part of, this
Announcement.
Voting results of the Court Meeting
The first meeting, convened in accordance with an order of the
Court dated 17 October 2022, sought approval from Scheme
Shareholders (as defined in the Scheme Document) for the Scheme
(the "Court Meeting").
A majority in number of Scheme Shareholders who voted,
representing 99.97 per cent by value of those Scheme Shares (as
defined in the Scheme Document) voted, voted in favour of the
resolution to approve the Scheme.
Accordingly, the resolution proposed at the Court Meeting was
duly passed.
The table below sets out the results of the poll at the Court
Meeting. Each Scheme Shareholder, present in person or by proxy,
was entitled to one vote per Scheme Share held at the Voting Record
Time. The total number of Scheme Shares in issue at the Voting
Record Time was 201,550,617. Consequently, the total number of
voting rights eligible to vote on the Scheme at the Voting Record
Time was 201,550,617.
Results Number % of Scheme Number % of Scheme Number
of Court of Scheme Shares voted* of Scheme Shareholders of Scheme
Meeting Shares voted Shareholders who voted* Shares voted
who voted as a % of
the issued
ordinary
share capital*
FOR 154,450,556 99.97 29 87.88 76.63
-------------- --------------- -------------- -------------- ----------------
AGAINST 46,033 0.03 4 12.12 0.02
-------------- --------------- -------------- -------------- ----------------
TOTAL 154,496,589 100 33 100 76.65
-------------- --------------- -------------- -------------- ----------------
* Rounded to two decimal places
Voting results of the General Meeting
The General Meeting (as defined in the Scheme Document) sought
approval for a special resolution for the purpose of giving effect
to the Scheme and associated amendments to the articles of
association of the Company (the "Special Resolution"). The Special
Resolution was duly passed by the requisite majority.
The table below sets out the results of the poll at the General
Meeting. Each Attraqt Shareholder in each case present in person or
by proxy remotely was entitled to one vote per Attraqt Share held
at the Voting Record Time.
Special Number of Shares % of Shares present % of Shares present
Resolution present and voting and voting in person and voting in person
in person or by or by proxy* or by proxy as
proxy a % of the issued
ordinary share
capital*
FOR 153,200,635 99.97 76.01
-------------------- ---------------------- ----------------------
AGAINST 43,493 0.03 0.02
-------------------- ---------------------- ----------------------
TOTAL 153,244,128 100 76.03
-------------------- ---------------------- ----------------------
WITHHELD** 0 0 0
-------------------- ---------------------- ----------------------
* Rounded to two decimal places
** A vote withheld is not a vote in law and is not counted in
the calculation of the proportion of votes 'For' or 'Against' the
Special Resolution
Expected Timetable of Principal Events
The Acquisition remains subject to the satisfaction or, where
applicable, waiver of the other Conditions as set out in Part III
of the Scheme Document, including the Court sanctioning the Scheme
at the Sanction Hearing.
The current expected timetable of principal events for the
implementation of the Scheme is set out below and in the Scheme
Document. If any of the key dates set out in the expected timetable
changes, an announcement will be made through a Regulatory
Information Service, with such announcement being available on
Attraqt's website at https://www.attraqt.com/attraqt-update/ . The
Acquisition is expected to complete in the fourth quarter of 2022.
All times shown in this Announcement are references to London time
unless otherwise stated.
The following dates are indicative only and are subject to
change(1)
Event Time and/or date
---------------------------
Sanction Hearing (to sanction the Scheme) 24 November 2022
Last day of dealings in, and for the 5 December 2022
registration of transfers of, and disablement
in CREST of, Attraqt Shares
Scheme Record Time 6.00 p.m. on 5 December
2022
Suspension of listing of, and dealings before 7.30 a.m. on
in, Attraqt Shares on AIM 6 December 2022
Effective Date 6 December 2022(2)
Cancellation of admission to trading by 7.00 a.m. on 7 December
of Attraqt Shares on AIM 2022
Latest date for dispatch of cheques within 14 days of the
and crediting of CREST accounts due Effective Date
under the Scheme
Long Stop Date 31 January 2023(3)
_____________________
(1) These dates are indicative only and will depend, among other
things, on the date upon which: (i) the Conditions are satisfied or
(if capable of waiver) waived; (ii) the Court sanctions the Scheme;
and (iii) the Court Order is delivered to the Registrar of
Companies. Attraqt will give adequate notice of all of these dates
and times, when known, by promptly issuing an announcement through
a Regulatory Information Service, with such announcement being made
available on Attraqt's website at
https://www.attraqt.com/attraqt-update/. Participants in the
Attraqt Share Plan will be contacted separately to inform them of
the effect of the Scheme on their rights under the Attraqt Share
Plan, including details of any appropriate proposals being made and
dates and times relevant to them.
(2) Following sanction of the Scheme by the Court, the Scheme
will become Effective in accordance with its terms upon a copy of
the Court Order being delivered to the Registrar of Companies. This
is presently to occur seven Business Days after the date of the
Sanction Hearing.
(3) This is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended to such
later date as Attraqt and Bidco may agree in writing (with the
Takeover Panel's consent and as the Court may approve (should such
approval be required)).
Cancellation of admission of Attraqt Shares to trading on
AIM
Before the Scheme becoming Effective, it is intended that
applications will be made to the London Stock Exchange for the
cancellation of trading of the Attraqt Shares on AIM, with effect
on or shortly after the Effective Date. The last day of dealings in
Attraqt Shares on AIM is expected to be the Business Day
immediately prior to the Effective Date and it is expected that no
transfers of Attraqt Shares will be registered after 6.00 p.m. on
that day (other than the registration of Attraqt Shares released,
transferred or issued under the Attraqt Share Plan). A further
announcement will be made in the event that any of these dates
change.
Information for Shareholders
If you have any questions relating to this Announcement or the
Scheme Document, please contact the Shareholder Helpline, operated
by Attraqt's Registrar, Link Group, by calling 0371 664 0321 (or
+44 (0) 371 664 0321 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 Shareholder Helpline is open between 9.00
a.m. and 5.30 p.m., 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. Please note the Shareholder
Helpline cannot provide advice on the merits of the Acquisition or
the Scheme nor give any financial, investment, legal or tax
advice.
Enquiries:
Attraqt
Tom Crawford, Chairman via Raymond James
Mark Adams, Chief Executive Officer
Eric Dodd, Chief Financial Officer
Raymond James (Financial Adviser to Attraqt)
Junya Iwamoto Tel: + 44 (0) 20 3 798 5700
William Tridimas
Felix Beck
Jessica Johnston
Canaccord Genuity (Nominated Adviser and Broker to Attraqt)
Simon Bridges Tel: + 44 (0) 20 7 523 8000
Adam James
Thomas Diehl
Alma PR (Financial PR to the Company)
Sam Modlin Tel: + 44 (0) 20 3 405 0205
Andy Bryant
K1 Investment Management, Crownpeak and Bidco
Katy Brown Tel: + 1 (800) 310 2870
finnCap (Financial adviser to K1 Investment Management,
Crownpeak and Bidco)
Henrik Persson Tel: +44 (0) 20 7220 0500
Seamus Fricker
Charlie Beeson
Latham & Watkins (London) LLP and Kirkland & Ellis LLP
are retained as legal advisers to K1 Investment Management,
Crownpeak and Bidco.
Taylor Wessing LLP are retained as legal adviser to Attraqt.
Important Notices
Raymond James Financial International Limited ("Raymond James"),
which is authorised and regulated in the United Kingdom by the FCA,
is acting as financial adviser to Attraqt and no-one else in
connection with the matters described in this Announcement and will
not be responsible to anyone other than Attraqt for providing the
protections afforded to clients of Raymond James nor for providing
advice in connection with the matters referred to herein. Neither
Raymond James 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 Raymond James in connection with this
Announcement, any statement contained herein, the Acquisition or
otherwise.
Canaccord Genuity Limited ("Canaccord Genuity"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as nominated adviser and broker to Attraqt and no-one else
in connection with the matters described in this Announcement and
will not be responsible to anyone other than Attraqt for providing
the protections afforded to clients of Canaccord Genuity nor for
providing advice in connection with the matters referred to herein.
Neither Canaccord Genuity 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 Canaccord Genuity in
connection with this Announcement, any statement contained herein,
the Acquisition or otherwise.
finnCap Ltd ("finnCap"), which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting as
financial adviser to K1 Investment Management, Crownpeak and Bidco
and no one else in connection with the matters described in this
Announcement and will not be responsible to anyone other than K1
Investment Management, Crownpeak or Bidco for providing the
protections offered to clients of finnCap or for providing advice
in connection with any matter referred to in this Announcement.
Neither finnCap 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 finnCap in connection with this
Announcement, any statement contained herein, the Offer or
otherwise. No representation or warranty, express or implied, is
made by finnCap 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 any part of, an offer
to sell or subscribe for or any invitation to purchase or subscribe
for 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 and on the terms set out in
the Scheme Document (or, in the event that the Acquisition is to be
implemented by means of a Takeover Offer, the offer document) and
the accompanying Forms of Proxy, which will contain the full terms
and conditions of the Acquisition, including details of how to vote
in respect of the Acquisition. Any approval, decision or other
response to the Acquisition should be made only on the basis of the
information in the Scheme Document. Scheme Shareholders are
strongly advised to read the formal documentation in relation to
the Acquisition once it has been despatched.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and service of this Announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this Announcement since such date.
Overseas shareholders
This Announcement has been prepared for the purpose 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 of jurisdictions outside the United Kingdom.
The laws of the relevant jurisdictions may affect the
availability of the Acquisition to persons who are not resident in
the United Kingdom . Persons who are not resident in the United
Kingdom, or who are subject to laws of any jurisdiction other than
the United Kingdom, should inform themselves about, and observe any
applicable requirements. Any person (including, without limitation,
nominees, trustees and custodians) who would, or otherwise intends
to, forward this Announcement, the Scheme Document 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. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Attraqt Shares at the Court Meeting or the General
Meeting, or to execute and deliver Forms of Proxy appointing
another to vote their Attraqt 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.
Any failure to comply with the applicable legal or regulatory
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction . To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility and liability for the
violation of such restrictions by any person.
Unless otherwise determined by Bidco or required by the Code and
permitted by applicable law and regulation, the Acquisition will
not be made, directly or indirectly, in or into or by use of the
mails or any other means or instrumentality (including, without
limitation, telephonic or electronic) of interstate or foreign
commerce of, or any facility of a national, state or other
securities exchange of, a Restricted Jurisdiction, and the
Acquisition will not be capable of acceptance by any such use,
means, instrumentality or facility or from within a Restricted
Jurisdiction . Accordingly, copies of this Announcement and formal
documentation relating to the Acquisition are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded or
distributed in, into or from a Restricted Jurisdiction and persons
receiving this Announcement (including custodians, nominees and
trustees) must not distribute or send it into or from a Restricted
Jurisdiction. In the event that the Acquisition is implemented by
way of a Takeover Offer and extended into the US, Bidco will do so
in satisfaction of the procedural and filing requirements
of the US securities laws at that time, to the extent applicable
thereto. The Acquisition relates to the shares of a company
incorporated in England and it is proposed to be made by means of a
scheme of arrangement provided for under English law. The Scheme
will relate to the shares of a UK company that is a "foreign
private issuer" as defined under Rule 3b-4 under the US Exchange
Act. A transaction effected by means of a scheme of arrangement is
not subject to the shareholder vote, proxy solicitation and tender
offer rules under the US Exchange Act. Accordingly, the Scheme is
subject to the disclosure requirements and practices applicable in
the UK to schemes of arrangement, which differ from the disclosure
requirements and practices of US shareholder vote, proxy
solicitation and tender offer rules. Financial information included
in the relevant documentation will have been prepared in accordance
with accounting standards applicable in the UK and may not be
comparable to the financial statements of US companies. However, if
Bidco were to elect to implement the Acquisition by means of a
Takeover Offer, such Takeover Offer shall be made in compliance
with all applicable laws and regulations, including section 14(e)
of the US Exchange Act and Regulation 14E thereunder. Such Takeover
Offer would be made in the US by Bidco and no one else. In addition
to any such Takeover Offer, Bidco, certain affiliated companies and
the nominees or brokers (acting as agents) may make certain
purchases of, or arrangements to purchase, shares in Attraqt
outside such Takeover Offer during the period in which such
Takeover Offer would remain open for acceptance. If such purchases
or arrangements to purchase are made they would be made outside the
United States in compliance with applicable law, including the US
Exchange Act.
Forward-looking statements
This Announcement may contain certain "forward-looking
statements" with respect to Attraqt, Bidco, Crownpeak and K1
Investment Management. These forward-looking statements can be
identified by the fact that they do not relate only to historical
or current facts. Forward-looking statements often use words such
as "anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "will", "may", "should", "would", "could" or
other words or terms of similar meaning or the negative thereof.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies of K1 Investment Management,
Crownpeak and/or Bidco and the expansion and growth of Attraqt and
potential synergies resulting from the Acquisition; and (iii) the
effects of government regulation on the business of Attraqt.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause actual
results, performance or developments to differ materially from
those expressed in or implied by such forward-looking statements.
These forward-looking statements are based on numerous assumptions
regarding present and future strategies and environments. None of
K1 Investment Management, Crownpeak, Bidco or Attraqt, nor any of
their respective associates, directors, officers, employees 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 undue reliance on such
forward-looking statements, which speak only as of the date hereof.
All subsequent oral or written forward-looking statements
attributable to K1 Investment Management, Crownpeak, Bidco or
Attraqt or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statement above.
Should one or more of these risks or uncertainties materialise, or
should underlying assumptions prove incorrect, actual results may
vary materially from those described in this Announcement. Bidco,
Crownpeak, K1 Investment management and Attraqt assume no
obligation to update publicly or revise forward-looking or other
statements contained in this Announcement, whether as a result of
new information, future events or otherwise, except to the extent
legally required.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or estimate for Attraqt in respect of any period and no
statement in this Announcement should be interpreted to mean that
earnings or earnings per Attraqt Share for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per Attraqt Share.
Right to switch to a Takeover Offer
Bidco reserves the right to elect, with the consent of the
Takeover Panel, to implement the Acquisition by way of a Takeover
Offer for the entire issued and to be issued share capital of
Attraqt as an alternative to the Scheme. In such an event, the
Takeover Offer will be implemented on the same terms or, if Bidco
so decides, on such other terms being no less favourable (subject
to appropriate amendments), so far as applicable, as those which
would apply to the Scheme and subject to the amendment referred to
in Part C of Part 3 (Conditions to and further terms of the Scheme
and the Acquisition) of the Scheme Document.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this
Announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, on Attraqt's website at
https://www.attraqt.com/attraqt-update/ and on Crownpeak's website
at https://www.crownpeak.com by no later than 12:00 noon on the
Business Day following the date of this Announcement. Neither the
contents of these websites nor the content of any other website
accessible from hyperlinks on such websites is incorporated into,
or forms part of, this Announcement.
Requesting hard copies
Pursuant to Rule 30.3 of the Takeover Code, a person so entitled
may request a copy of this Announcement in hard copy form by
contacting the Company's registrars, Link Group, during business
hours on 0371 664 0321 (or if calling from outside the UK +44 371
664 0321) or by submitting a request in writing at Link Group,
PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL. 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
a.m. and 5.30 p.m., Monday to Friday, excluding public holidays in
England and Wales. A person may also request that all future
documents, announcements and information to be sent to that person
in relation to the Acquisition should be in hard copy form. 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.
Electronic communications - information for Attraqt
Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Attraqt Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Attraqt may be provided to Bidco during the
Offer Period as required under section 4 of Appendix 4 of the
Code
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END
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November 09, 2022 07:00 ET (12:00 GMT)
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