TIDMSCH TIDMTTM
RNS Number : 3529H
SafeCharge International Group Ltd
31 July 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 SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
31 July 2019
RECOMMED CASH ACQUISITION
OF
SAFECHARGE INTERNATIONAL GROUP LIMITED ("SafeCharge")
BY
11411802 CANADA INC. ("Nuvei Bidco")
a wholly-owned indirect subsidiary of Nuvei Corporation
("Nuvei")
to be effected by means of a scheme of arrangement under Part
VIII of The Companies (Guernsey) Law, 2008, as amended
Court determines to grant an order to sanction the Scheme of
Arrangement
In connection with the recommended cash acquisition by Nuvei
Bidco of the entire issued and to be issued share capital of
SafeCharge, as announced on 22 May 2019, to be effected by means of
a scheme of arrangement under Part VIII of The Companies (Guernsey)
Law, 2008 (as amended), Nuvei and SafeCharge are pleased to confirm
that, at the Court Hearing earlier today, the Court determined it
would grant an order sanctioning the Scheme pursuant to section
110(1) of the Companies Law of Guernsey.
A copy of the scheme document dated 19 June 2019 sent or
otherwise made available to SafeCharge Shareholders in connection
with the Acquisition (the "Scheme Document") is available on
SafeCharge's and Nuvei's websites at, respectively,
www.safecharge.com and https://nuvei.com/en-us/.
Unless otherwise defined, all capitalised terms in this
announcement shall have the meaning given to them in the Scheme
Document.
Sanction and next steps
SafeCharge confirms that the Scheme Record Time will occur at
6.00 p.m. later today, 31 July 2019. Scheme Shareholders on
SafeCharge's register of members at the Scheme Record Time will, if
the Scheme becomes Effective, become entitled to be paid US$5.55
for each Scheme Share held (which may, subject to the Scheme
Shareholder having made a valid Sterling Currency Election, be
received in GBP sterling calculated at the Sterling Currency
Election Exchange Rate). As previously announced, the latest time
for SafeCharge Shareholders to make Sterling Currency Elections was
at 1.00 p.m. earlier today and the Currency Election Facility has,
therefore, now closed.
The Scheme will become Effective on the Effective Date, which is
stated in the Court Order as 12.00 p.m. tomorrow, 1 August 2019. A
further announcement will be made when the Scheme has become
Effective.
There has been no change to the expected timetable of principal
events for the Acquisition set out in the announcement issued by
SafeCharge on 18 July 2019. Accordingly, today is the last day of
dealings in, and registration of transfers of, SafeCharge Shares
(other than the registration of the transfer of the Scheme Shares
to Nuvei Bidco pursuant to the Scheme) on AIM and no transfers will
be registered after the Scheme Record Time. It is also intended
that dealings in SafeCharge Shares will be suspended from 7.30 a.m.
tomorrow, 1 August 2019. SafeCharge has made an application to AIM
for the cancellation of the admission to trading of SafeCharge
Shares on AIM, which is expected to take effect at 8.00 a.m. on 2
August 2019.
The above times and dates are based on SafeCharge's current
expectations and may be subject to change. If any of these times
and/or dates change, SafeCharge will give notice of the revised
times and/or dates to SafeCharge Shareholders by issuing an
announcement through a Regulatory Information Service. Such
announcement will also be made available on SafeCharge's and
Nuvei's websites at, respectively, www.safecharge.com and
https://nuvei.com/en-us/.
Helpline
If you have any questions relating to this announcement, please
call the helpline on 0370 707 4040 (if calling from within the UK)
or on +44 (0)370 707 4040 (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 helpline is open between 8.30
a.m. - 5.30 p.m., Monday to Friday excluding public holidays in
England and Wales. Please note that neither the Registrar nor the
Receiving Agent can provide any financial, legal or tax advice and
calls may be recorded and monitored for security and training
purposes.
Enquiries:
Nuvei Corporation
Philip Fayer, Chairman and Chief Executive Officer
David Schwartz, Chief Financial Officer +1 (514) 313
Scott Calliham, SVP, M&A and Strategy 1190
Credit Suisse International (Financial Adviser
to Nuvei and Nuvei Bidco)
Gary Katz
Steven Geller
Joe Hannon +44 (0) 20 7888
Stephen Pick 8888
SafeCharge International Group Limited
David Avgi, Chief Executive Officer +44 (0) 20 3727
Tsach Einav, Chief Financial Officer 1725
c/o FTI Consulting +44 (0) 7826
Jean Beaubois, Head of Investor Relations 936619
Shore Capital (Financial Adviser, Broker and
Nominated Adviser to SafeCharge)
Simon Fine
Toby Gibbs +44 (0) 20 7408
Mark Percy 4090
FTI Consulting
Matthew O'Keeffe +44 (0) 20 3727
Elena Kalinskaya 1725
Further information
This announcement is for information purposes only and 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 Acquisition or otherwise nor shall
there be any sale, issuance or transfer of securities of SafeCharge
in any jurisdiction in contravention of applicable law.
The Acquisition is being implemented solely by means of the
Scheme Document (or if the Acquisition is to be implemented by way
of a Takeover Offer, the offer document), which contains the full
terms and conditions of the Acquisition. Each SafeCharge
Shareholder is urged to consult its independent professional
adviser immediately regarding the tax consequences to it (or to its
beneficial owners) of the Acquisition.
Credit Suisse, which is authorised by the PRA and regulated by
the FCA and the PRA in the United Kingdom, is acting as financial
adviser exclusively for Nuvei and Nuvei Bidco and no one else in
connection with the matters set out in this announcement and will
not be responsible to any person other than Nuvei and Nuvei Bidco
for providing the protections afforded to clients of Credit Suisse,
nor for providing advice in relation to the content of this
announcement or any matter referred to herein. Neither Credit
Suisse nor any of its subsidiaries, branches or 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 Credit Suisse in
connection with this announcement, any statement contained herein
or otherwise.
Shore Capital, which is authorised and regulated in the United
Kingdom by the FCA, is acting as financial adviser, broker and
nominated adviser exclusively for SafeCharge and no one else in
connection with the matters set out in this announcement and will
not be responsible to any person other than SafeCharge for
providing the protections afforded to clients of Shore Capital, nor
for providing advice in relation to the content of this
announcement or any matter referred to herein. Neither Shore
Capital nor any of its subsidiaries or 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 Shore Capital in connection
with this announcement, any statement contained herein or
otherwise.
Notice to Overseas Shareholders
General
The release, publication or distribution of this announcement in
or into jurisdictions other than the United Kingdom or Guernsey may
be restricted by law and therefore any persons who are subject to
the laws of other jurisdictions should 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. 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 purpose of complying
with English law, Guernsey law 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 or Guernsey.
The Acquisition is not being made, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws of that jurisdiction and no person may vote in favour of
the Acquisition by any use, means, instrumentality or from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Copies of
this announcement and formal documentation relating to the
Acquisition will not be, and must not be, 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, into or from any
Restricted Jurisdiction. If the Acquisition is implemented by way
of a Takeover Offer (unless otherwise permitted by applicable law
or regulation), the Takeover Offer may not be made, directly or
indirectly, in, into or from within any Restricted
Jurisdiction.
Further details in relation to Overseas Shareholders are
contained in the Scheme Document.
Notices to US investors in SafeCharge
The Acquisition relates to the shares of a Guernsey incorporated
non-cellular company that is a "foreign private issuer" as defined
in Rule 3b-4 under the US Exchange Act and is proposed to be
effected by means of a scheme of arrangement under Guernsey law.
Neither the US proxy solicitation rules nor (unless implemented by
means of an offer) the tender offer rules under the US Exchange Act
will apply to the Acquisition. Accordingly, the Scheme is subject
to the disclosure requirements and practices applicable in Guernsey
to schemes of arrangement and under the Code, which differ from the
disclosure and procedural requirements of the US proxy solicitation
rules and tender offer rules. Neither the SEC, nor any securities
commission of any state of the United States, has approved the
Acquisition, passed upon the fairness of the Acquisition or passed
upon the adequacy or accuracy of this document. Any representation
to the contrary is a criminal offence in the United States.
Financial information relating to SafeCharge included in the Scheme
Document has been, save where otherwise stated, prepared in
accordance with International Financial Reporting Standards that
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 United
States.
The receipt of cash by a beneficial owner of SafeCharge Shares
pursuant to the Acquisition as consideration for the transfer of
its Scheme Shares pursuant to the Scheme will be a taxable
transaction for United States federal income tax purposes and may
also be a taxable transaction under other applicable tax laws,
including any applicable United States state and local, as well as
non-US, tax laws. Each SafeCharge Shareholder is urged to consult
its independent professional adviser immediately regarding the tax
consequences to it (or to its beneficial owners) of the
Acquisition.
SafeCharge is incorporated under the laws of Guernsey. All of
the officers and directors of SafeCharge are residents of countries
other than the United States and the majority of the assets of
SafeCharge are located outside of the United States. As a result,
it may not be possible to effect service of process within the
United States upon SafeCharge or any of their respective officers
or directors, or to enforce outside the United States judgements
obtained against SafeCharge or any of their respective officers or
directors in US courts, including, without limitation, judgements
based upon the civil liability provisions of the US federal
securities laws or the laws of any state or territory within the
United States. It may not be possible to sue SafeCharge in a non-US
court for violations of US securities laws. It may be difficult to
compel SafeCharge and their respective affiliates to subject
themselves to the jurisdiction and judgment of a US court.
If the Acquisition is implemented by way of a Takeover Offer and
Nuvei Bidco determines to extend such offer into the United States,
the offer will be made in compliance with applicable UK, Guernsey
and US securities laws and regulations, including the US tender
offer rules. In such circumstances, SafeCharge Shareholders are
urged to read any documents relating to the Acquisition because
they will contain important information regarding the Acquisition.
Such documents will be available from SafeCharge at
www.safecharge.com.
If Nuvei Bidco commences a Takeover Offer in respect of
SafeCharge, in accordance with normal UK market practice and
pursuant to Rule 14e-5(b) of the US Exchange Act, Nuvei Bidco or
its nominees, or its brokers (acting as agents), may from time to
time make certain purchases of, or arrangements to purchase shares
or other securities of SafeCharge outside of the United States,
other than pursuant to the Takeover Offer, until the date on which
the Takeover Offer 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
http://www.londonstockexchange.com. Rule 14e-5 will not regulate
the purchases or arrangement of purchases of shares in SafeCharge
in the context of implementing the Acquisition by a Scheme of
Arrangement.
Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1
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) applies must be made by no later than
3.30 p.m. (London time) on the 10th business day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 p.m. (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 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. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 p.m.
(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 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.
In accordance with the Code, normal UK practice and Rule
14e-5(b) of the US Exchange Act, Credit Suisse and its respective
affiliates will continue to act as exempt principal trader in
SafeCharge securities on AIM. These purchases and activities by
exempt principal traders which are required to be made public in
the UK pursuant to the Code will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com. This information
will also be publicly disclosed in the United States to the extent
such information is made public in the UK.
Publication of this announcement and availability of hard
copies
A copy of this announcement will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on SafeCharge's and Nuvei's websites at,
respectively, www.safecharge.com and https://nuvei.com/en-us/, by
no later than 12 noon (London time) on the business day following
this announcement. The contents of the websites referred to in this
announcement are not incorporated into and do not form part of this
announcement.
SafeCharge Shareholders who receive this announcement in
electronic form may, subject to applicable securities laws, request
a hard copy of this announcement by contacting the Registrar on
0370 707 4040 (if calling from within the UK) or +44 (0) 370 707
4040 (if calling from outside the UK) or by submitting a request in
writing to Computershare Investor Services (Guernsey) Limited, c/o
The Pavilions, Bridgwater Road, Bristol BS99 6AH. Calls to the
helpline outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 8.30
a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in
England and Wales. Please note that the Registrar cannot provide
any financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes. Save as otherwise
referred to above, a hard copy of this announcement will not be
provided unless requested. SafeCharge Shareholders may, subject to
applicable securities laws, also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
SOADMGFNRMVGLZG
(END) Dow Jones Newswires
July 31, 2019 10:27 ET (14:27 GMT)
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