TIDMSVI
RNS Number : 8533M
HarbourVest Structured SolutionsIII
18 October 2016
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AND IS 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.
Neither the United States Securities and Exchange Commission nor
any United States securities commission or regulatory authority has
approved or disapproved of the Offer or passed upon the fairness or
merits of the Offer or determined whether this announcement is
accurate or complete. Any representation to the contrary is a
criminal offence in the United States.
For immediate release
18 October 2016
FULL AND FINAL CASH OFFER
BY
HARBOURVEST STRUCTURED SOLUTIONS III L.P. ("HARBOURVEST
BIDCO")
FOR
SVG CAPITAL PLC ("SVG CAPITAL")
--------------------------------
Asset Purchase and No Extension Statement
Acquisition of 100% of SVG Capital investment portfolio
As previously announced on 10 October 2016, HarbourVest put
forward an alternative asset proposal to SVG Capital for the
acquisition of 100% of SVG Capital's investment portfolio.
HarbourVest announces that it has signed an agreement (the
"Asset Transfer Deed") with SVG Capital to acquire 100% of SVG
Capital's investment portfolio (as at 31 July 2016) for an
aggregate purchase price of GBP806.6 million(1) (the "Asset
Purchase Transaction").
Completion of transfers of SVG Capital's investment portfolio
under the Asset Transfer Deed will occur subject to and conditional
upon, among other things, receipt of Shareholder approval of
resolutions to approve the Asset Purchase Transaction (to the
extent required) and the revised investment policy, and to grant
authority to SVG Capital to purchase Shares (thereby enabling SVG
Capital to conduct its proposed tender offer series).
The Asset Transfer Deed will become effective immediately
following an announcement by HarbourVest that the Offer has lapsed.
If the Offer became unconditional as to acceptances on or before
1.00 p.m. (London time) today, HarbourVest shall make an
announcement to that effect in accordance with the City Code on
Takeovers and Mergers (the "City Code") whereupon the Asset
Transfer Deed will automatically terminate with immediate
effect.
(1) Subject to adjustment for certain calls and distributions
from 31 July 2016 to closing.
David Atterbury, Managing Director of HarbourVest, said:
"We are pleased to have signed an agreement with the Board of
SVG Capital on our proposal to acquire 100% of the company's
investment portfolio. The transaction seeks to optimize the
combination of value and certainty of returns to shareholders and
we look forward to working closely with SVG Capital going forward
to obtain shareholder approval and effect the transfer of
assets."
No Extension of Offer
On 12 September 2016, HarbourVest announced a full and final
cash Offer by HarbourVest Bidco for the entire issued and to be
issued ordinary share capital of SVG Capital.
The Offer was previously announced to be open for acceptance
until 1.00 p.m. (London time) on 18 October 2016 (the "Acceptance
Deadline"). HarbourVest will not be extending the Acceptance
Deadline except and to the extent required by the City Code.
Unless otherwise stated, terms used in this announcement have
the same meanings as given to them in the Offer Document dated 15
September 2016. The Offer Document and Form of Acceptance are
available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on HarbourVest's website at
http://www.harbourvest.com/offer-2016.
Enquiries:
HarbourVest Partners, LLC Tel: +44 (0) 20 7151
4211
Laura Thaxter
media@HarbourVest.com
Jefferies International Tel: +44 (0) 20 7029
Limited 8000
(Sole Financial Adviser)
Gary Gould
Tariq Hussain
Stuart Klein
FTI Consulting LLP Tel: +44 (0) 20 3727
Ed Berry/Ed Bridges 1067
Edward.Berry@fticonsulting.com +44 (0) 20 3727 1046
Edward.Bridges@fticonsulting.com
Important Notice Relating to the Financial Adviser
Jefferies International Limited ("Jefferies"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as exclusive financial adviser to HarbourVest and
HarbourVest Bidco and no one else in connection with the Offer and
will not be responsible to anyone other than HarbourVest and
HarbourVest Bidco for providing the protections afforded to clients
of Jefferies or for providing advice in relation to the contents of
this announcement, in connection with the Offer or any other matter
referred to herein or in the Offer Document.
Further Information
This announcement is for information purposes only. It is not
intended to and does not constitute, or form part of, an offer or
invitation or the solicitation of any offer to sell or purchase any
securities or the solicitation of any offer to otherwise acquire,
subscribe for, sell or otherwise dispose of any securities, or the
solicitation of any vote or approval of an offer to buy securities
in any jurisdiction, pursuant to the Offer or otherwise. The Offer
is being made solely by means of the Offer Document and, in respect
of SVG Capital Shares held in certificated form, the Form of
Acceptance, which contains the full terms and conditions of the
Offer, including details of how the Offer may be accepted. Any
decision in respect of, or other response to, the Offer should be
made only on the basis of the information contained in those
documents. SVG Capital Shareholders are advised to read the formal
documentation in relation to the Offer carefully.
This announcement does not constitute a prospectus or prospectus
equivalent document.
The Offer is subject to the applicable rules and regulations of
the FCA, the London Stock Exchange and the City Code.
Overseas Jurisdictions
The release, publication or distribution of this announcement
in, and the availability of the Offer to persons who are residents,
citizens or nationals of, jurisdictions other than the United
Kingdom may be restricted by laws and/or regulations of those
jurisdictions. Therefore any such persons should inform themselves
about and observe any applicable legal or regulatory requirements
in their jurisdiction. Any failure to comply with the applicable
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. Further details in relation
to overseas shareholders are contained in the Offer Document.
In particular, copies of this announcement and any formal
documentation relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from Australia, Canada or Japan or any other
Restricted Jurisdiction and persons receiving such documents
(including, without limitation, any agents, custodians, nominees
and trustees) must not mail or otherwise forward, distribute or
send them in or into or from Australia, Canada or Japan or any
other Restricted Jurisdiction. Unless otherwise determined by the
Offeror or required by the City Code, and permitted by applicable
law and regulation, the Offer is not being, and will not be, made,
directly or indirectly, in or into or from, or by the use of mails
or any means or instrumentality (including, but not limited to,
facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of, Australia,
Canada or Japan or any other Restricted Jurisdiction and the Offer
may not be capable of acceptance by any such use, means,
instrumentality or facilities.
The receipt of cash pursuant to the Offer by SVG Capital
Shareholders may be a taxable transaction under applicable
national, state or local, as well as foreign and other, tax laws.
Each SVG Capital Shareholder is urged to consult its independent
professional adviser regarding the tax consequences of accepting
the Offer.
This announcement has been prepared in compliance with English
law, the rules of the London Stock Exchange and the City 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 and
Wales.
Notice to US Investors
The Offer is being made to holders of SVG Capital Shares
resident in the United States in reliance on, and compliance with,
Section 14(e) of the U.S. Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and Regulation 14E thereunder. The
Offer is being made in the United States by the Offeror and no one
else.
The Offer is subject to disclosure requirements, which are
different from certain United States disclosure requirements.
Furthermore, the payment and settlement procedure with respect
to the Offer will comply with the relevant United Kingdom rules,
which differ from US payment and settlement procedures,
particularly with regard to the date of payment of
consideration.
To the extent permissible under applicable securities laws,
Jefferies and its affiliates may from time to time purchase, or
enter into arrangements to purchase, SVG Capital Shares either as
principal or agent before and during the period when the Offer
remains open for acceptance. Pursuant to Rule 14e-5(b) of the
Exchange Act, any affiliate of a financial adviser to the
HarbourVest Group may from time to time make purchases of, or
arrangements to purchase, SVG Capital Shares outside of the United
States, other than pursuant to the Offer, before or during the
period in which the Offer is open for submission of tenders, so
long as the acquisitions or arrangements comply with the provisions
of the exemption provided under Rule 14e-5. Pursuant to Rule 14e-5
of the Exchange Act, HarbourVest Bidco, its affiliates, nominees or
brokers (acting as agents), and a financial adviser and its
affiliates, may from time to time make purchases of, or
arrangements to purchase, the SVG Capital Shares, other than
pursuant to the Offer, before or during the period in which the
Offer is open for submission of tenders so long as those
acquisitions or arrangements comply with the provisions of the
exemption provided under Rule 14e-5 of the Exchange Act. These
purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. Information about
such purchases will be disclosed as and if required by applicable
securities laws.
Forward Looking Statements
This announcement contains statements about HarbourVest,
HarbourVest Bidco and the SVG Capital Group that are or may be
forward looking statements. All statements other than statements of
historical facts included in this announcement may be forward
looking statements. Without limitation, any statements preceded or
followed by or that include the words "targets", "plans"
"believes", "expects", "aims"," intends", "will", "may",
"anticipates", "estimates", "projects" or, words or terms of
similar substance or the negative thereof, are forward looking
statements. Forward looking statements include statements relating
to the following: (i) statements relating to the expected benefits
of the acquisition to HarbourVest, the Wider HarbourVest Group
and/or the SVG Capital Group; (ii) background to and reasons for
the Offer; (iii) expectations of the impact of the acquisition on
revenue and earnings of HarbourVest, the Wider HarbourVest Group
and/or the SVG Capital Group; (iv) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (v) business and management strategies and the
expansion and growth of HarbourVest's, the Wider HarbourVest
Group's and/or the SVG Capital Group's operations and potential
synergies resulting from the Offer; and (vi) the effects of
government regulation on HarbourVest's, the HarbourVest Group's
and/or the SVG Capital Group's business.
Such forward looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any forward
looking statements, including risks relating to the successful
combination of SVG Capital with HarbourVest; higher than
anticipated costs relating to the combination of SVG Capital with
HarbourVest or investment required in SVG Capital to realise
expected benefits and facts relating to SVG Capital that may impact
the timing or amount of benefit realised from the acquisition that
are unknown to HarbourVest. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such forward
looking statements, which speak only as of the date hereof. Each of
HarbourVest and HarbourVest Bidco disclaims any obligation to
update any forward looking or other statements contained herein,
except as required by applicable law.
No Profit Forecasts or Estimates
Nothing herein contained shall be deemed to be a profit
forecast, projection or estimate for any period unless otherwise
stated, and no statement in this announcement should be interpreted
to mean that earnings or earnings per SVG Capital Share for the
current or future financial years will necessarily match or exceed
the historical published earnings or earnings per SVG Capital
Share.
Dealing Disclosure Requirements of the City 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 and the documents required to be
published pursuant to Rule 26.1 of the City Code will be made
available, subject to certain restrictions relating to persons
resident in any Restricted Jurisdiction, on HarbourVest's website
at http://www.harbourvest.com/offer-2016 promptly and in any event
no later than 12 noon (London time) on the Business Day following
the date of this announcement until the end of the Offer Period.
For the avoidance of doubt, the contents of that website are not
incorporated into, and do not form part of, this announcement.
Information Relating to SVG Capital Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by SVG Capital Shareholders, persons
with information rights and other relevant persons for the receipt
of communication from the Company may be provided to the Offeror
during the Offer Period as required under Section 4 of Appendix 4
of the City Code.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPUWOURNNARAAA
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