TIDMNASA
RNS Number : 7316X
Nasstar PLC
20 December 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN OR INTO ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
Nasstar plc
("Nasstar" or the "Company")
RECOMMED CASH ACQUISITION
of
NASSTAR PLC
by
DIVITIAS BIDCO LIMITED
(an indirect subsidiary of funds managed by Mayfair Equity
Partners LLP and its affiliates)
to be effected by means of a Scheme of Arrangement under Part 26
of the Companies Act 2006
Publication of Scheme Document
On 17 December 2019, the Boards of Nasstar plc ("Nasstar") and
Divitias Bidco Limited ("Bidco") announced that they have reached
agreement on the terms of a recommended all cash acquisition under
which Bidco will acquire the entire issued and to be issued share
capital of Nasstar (the "Acquisition"). It is intended that the
Acquisition will be implemented by means of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act (the
"Scheme").
Nasstar is pleased to announce that a circular in relation to
the Scheme (the "Scheme Document") containing, amongst other
things, the full terms and conditions of the Scheme, an explanatory
statement in relation to the Scheme, an indicative timetable of
principal events, notices convening the Court Meeting and the
General Meeting and details of the actions to be taken by the
Nasstar Shareholders and Scheme Shareholders will be published
today and is being posted to Nasstar Shareholders. Nasstar is also
posting the Scheme Document to participants in the Nasstar Share
Plans for information only and those persons with information
rights.
Notice of Shareholder Meetings
As described in the Scheme Document, in order to approve the
terms of the Acquisition, the Scheme Shareholders will need to vote
in favour of the resolution to be proposed at the Court Meeting and
Nasstar Shareholders will need to vote in favour of the Special
Resolution to be proposed at the General Meeting. The Scheme will
also require the sanction of the Court. Along with the Scheme
Document, Nasstar Shareholders will receive the Forms of Proxy
required to vote at the Court Meeting and the General Meeting.
NasstarShareholders should carefully read the Scheme Document in
its entirety before making a decision with respect to voting.
The Court Meeting and the General Meeting are scheduled to be
held at the offices of Marriot Harrison LLP, 11 Staple Inn, London
WC1V 7QH with the Court Meeting scheduled to commence at 10:00 a.m.
and the General Meeting scheduled to commence at 10:15 a.m. (or as
soon thereafter as the Court Meeting has been concluded or
adjourned) on 13 January 2020.
Actions to be taken by Nasstar Shareholders in respect of the
Shareholder Meetings are set out within the Scheme Document.
Nasstar Shareholders and Scheme Shareholders are asked to complete
and return their Forms of Proxy in accordance with the instructions
set our therein and within the Scheme Document as soon as possible,
but in any event so as to be received by the Receiving Agent,
Neville Registrar Limited, not later than 48 hours before the
relevant meeting. If the white Form of Proxy for the Court Meeting
is not lodged by the relevant time, it may be handed to the
Registrars, on behalf of the chairman of the Court Meeting, at the
start of the Court Meeting. However, in the case of the General
Meeting, if the yellow Form of Proxy is not lodged by the relevant
time, it will be invalid.
Subject to the approval of Scheme Shareholders at the Court
Meeting, the passing of the Special Resolution by Nasstar
Shareholders at the General Meeting, the sanction of the Scheme by
the Court and the satisfaction or waiver of the other conditions to
which the Scheme is subject, it is expected that the Scheme will
become effective on 22 January 2020. The expected timetable of
principal events for the implementation of the Acquisition is set
out below. If any of the key dates set out in the expected
timetable change, an announcement will be made via a Regulatory
Information Service.
Nasstar Shareholders should be aware that on completion of the
Acquisition, the Company will become a wholly-owned subsidiary of
Divitias's Bidco Limtied and Nasstar Shareholders and Scheme
Shareholders should note that if the Scheme is approved at the
Shareholder Meetings and the Acquisition completes, trading in the
Nasstar Shares will be cancelled. A request has been made to the
London Stock Exchange to cancel trading in the Nasstar Shares on
AIM at 7.00 a.m. on the business day following the Effective Date
without seeking the separate approval of Nasstar Shareholders under
Rule 41 of the AIM Rules for Companies.
It is also expected that trading of the Nasstar Shares on AIM
will be suspended from 7.30 a.m. on 22 January 2020. Following the
AIM cancellation, Nasstar Shares will not be quoted on any publicly
quoted market in the United Kingdom or elsewhere.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Last time for lodging Forms of Proxy
for the: 10.00 a.m. on 11 January 2020(1)
Court Meeting 10:00 a.m. on 11 January 2020(2)
General Meeting
6:00 p.m. on 9 January 2020(3)
Voting Record Time for the Court Meeting
And the General Meeting
10:00 a.m. on 13 January 2020
Court Meeting
10:15 a.m. on 13 January 2020(4)
General Meeting
The following dates are indicative only and subject to change(5)
20 January 2020
Court Hearing
21 January 2020
Last day of dealings in, and for registration
of the transfers of, the disablement
in CREST of, Nasstar Shares
7:30 a.m. on 22 January 2020
Dealings in Nasstar Shares suspended
6:00 p.m. on 21 January 2020
Scheme Record Time
22 January 2020 ("D")
Effective Date of Scheme
Delisting of Nasstar Shares By 7:00 a.m. on D+1
Latest date for dispatch of cheques By D + 14
and crediting of Crest for Cash Consideration
due under Scheme
Long Stop Date(6) 31 May 2020
Notes:
1) It is requested that blue Forms of Proxy for the Court Meeting be
lodged not later than 48 hours before the time appointed for the Court
Meeting, excluding any part of a day that is not a business day. Blue
Forms of Proxy not so lodged may be handed to the Chairman of the Court
Meeting or Neville Registrars Limited on behalf of the Chairman of the
Court Meeting before taking of the poll at the Court Meeting.
2) White Forms of Proxy for the General Meeting must be lodged not later
than 47 hours before the time appointed for the General Meeting, excluding
any part of a day that is not a business day. White Forms of Proxy for
the General Meeting not lodged by this time will be invalid.
3) If either the Court Meeting of the General Meeting is adjourned, the
Voting Record Time for the relevant adjourned meeting will be 6:00 p.m.
on the day which is two days before the date of the adjourned meeting,
excluding any part of a day that is not a business day.
4) Or as soon as the Court Meeting shall have concluded or been adjourned
5) These dates and times 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)
a copy of the Court Order is delivered to the Registrar of Companies
6) This is the latest date by which the Scheme may become Effective unless
Bidco and Nasstar agree (and the Panel and, if required, the Court permit)
a later date.
Copies of this announcement and the Scheme Document will be
available for inspection free of charge, subject to certain
restrictions relating to persons in certain overseas jurisdictions,
on the Nasstar website at www.nasstar.com up to and including the
Effective Date. The contents of the website referred to in this
announcement are not incorporated into, and do not form part of,
this announcement.
Capitalised terms used in this announcement but not defined have
the same meaning as in the Scheme Document.
For further information, please contact:-
Nasstar plc +44 (0) 20 7148 5000
Nigel Redwood, Chief Executive Officer
Niki Redwood, Finance Director
Oakley Advisory Limited (Lead Financial Adviser Tel: +44 (0) 20 7766
to Nasstar) 6900
Chris Godsmark, Marc Jones, Sarthak Sawlani
finnCap Limited (Nominated Adviser & Broker to Nasstar) Tel: +44 (0) 20 7220 0500
Julian Blunt, James Thompson (Corporate Finance)
Alice Lane (Corporate broking)
Divitias Bidco Limited Tel: +44 (0) 844
443 4433
Wayne Churchill, Chief Executive Officer
Craig McLauchlan, Financial Director
Investec Bank plc (Financial Adviser to Bidco) Tel: +44 (0) 207
597 5970
Christian Hess, Sebastian Lawrence, Omar
Ismail, Neil Coleman
CMS Cameron McKenna Nabarro Olswang LLP is retained as legal
adviser to Mayfair and Bidco; Marriott Harrison LLP is retained as
legal adviser to Nasstar, in each case in connection with the
Acquisition.
About Nasstar plc
Nasstar (www.nasstar.com) and its wholly owned operating
businesses provide hosted managed and cloud computing services,
integrating private and public clouds supplying a robust, secure
and stable hosted Information Technology service to business
customers. The Group provides a true end to end service for clients
providing them with enhanced IT performance and greater cost
control over their IT function. The Group owns its primary data
centre, is head quartered in Telford with regional offices in
Northampton, London and Bournemouth whilst 24 x 7 support is
delivered from its Auckland office in New Zealand. Nasstar is an
accredited Microsoft Gold Partner, was the 2016 Citrix Networking
Partner of the Year and is certified to ISO 27001.
Nasstar specialises in building bespoke cloud hosted services to
manage a client's entire application set, tailor made to suit
specific industries, designing public, private and hybrid cloud
solutions to meet the objectives of the client. The solution is a
highly scalable service that provides benefits including "Anywhere
Access" to computing; a standardised corporate solution that can be
accessed globally in multiple languages; generating cost savings
when compared to the traditional IT ownership model whilst
replacing capital expenditure with a simple usage based payment
model.
Nasstar (AIM:NASA) was founded in 1998, admitted to AIM in
December 2005, acquired e-know.net Limited in a reverse takeover in
January 2014, Kamanchi Limited in July 2014, VESK in October 2015
and Modrus Limited in September 2016.
Ends
Important Notices:
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 Nasstar in
any jurisdiction in contravention of applicable law. The
Acquisition will be implemented solely by means of the Scheme
Document, which will contain the full terms and conditions of the
Acquisition including details of how to vote in respect of the
Scheme. Any vote in respect of the Scheme or other response in
relation to the Acquisition should be made only on the basis of the
information contained in the Scheme Document. Investec, which is
authorised by the PRA and regulated in the United Kingdom by the
FCA and the PRA, is acting exclusively as financial adviser for
Bidco and no one else in relation to the Acquisition and/or other
matters set out in this announcement. Investec will not regard any
other person (whether or not a recipient of this announcement) as
its client in relation to the Acquisition and/or other matters set
out in this announcement and will not be responsible to anyone
other than Bidco for providing the protections afforded to the
clients of Investec, or for providing advice in relation to the
Acquisition, the contents of this announcement or any other matter
referred to herein. Apart from the responsibilities and
liabilities, if any, which may be imposed on Investec by FSMA or
the regulatory regime established thereunder, Investec does not
make any representation express or implied in relation to, nor
accepts any responsibility whatsoever for, the contents of this
announcement or any other statement made or purported to be made by
it or on its behalf in connection with the Acquisition and/or other
matters set out in this announcement. Investec (and its affiliates)
accordingly, to the fullest extent permissible by law, disclaims
all and any responsibility or liability (save for any statutory
liability) whether arising in tort, contract or otherwise which it
might have in respect of the contents of this announcement or any
other statement made or purported to be made by it or on its behalf
in connection with Acquisition or and/or other matters set out in
this announcement.
Oakley Advisory, which is authorised and regulated by the FCA in
the United Kingdom, is acting exclusively as financial adviser to
Nasstar and for no one else in connection with the Acquisition or
any matters referred to in this announcement and will not be
responsible to anyone other than Nasstar for providing the
protections afforded to clients of Oakley Advisory, or for
providing advice in relation to the Acquisition, the contents of
this announcement or any other matters referred to in this
announcement.
finnCap, which is authorised and regulated in the UK by the
Financial Conduct Authority is acting exclusively for Nasstar and
no one else in connection with the matters set out in this
announcement. In connection with such matters, finnCap will not
regard any other person as their client, nor will they be
responsible to any other person for providing the protections
afforded to clients of finnCap or for providing advice in relation
any matter referred to herein.
This announcement is for information purposes only and is not
intended to, and does not constitute, or form part of any offer,
invitation, inducement or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of or
exercise rights in respect of 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 the Scheme Document and the accompanying Forms of Proxy (or
by any other document by which the Acquisition is made), which will
together contain the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Acquisition. Any
vote, decision in respect of, or other response to, the Acquisition
should be made only on the basis of the information contained in
the Scheme Document (or, if applicable, the offer document). Each
Nasstar Shareholder is urged to consult its independent
professional advisers immediately regarding the tax consequences of
the Acquisition applicable to them.
Overseas Shareholders
The ability of Overseas Shareholders to participate in the
Acquisition and the distribution of this announcement in, into or
from jurisdictions other than the United Kingdom may be restricted
by the laws of those jurisdictions and therefore persons into whose
possession this announcement comes should inform themselves of, and
observe, any such restrictions. Any person (including without
limitation, nominees, trustees and custodians) who would, or
otherwise intends to, forward this announcement, the Scheme
Document, the Forms of Proxy 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. If any Overseas Shareholder remains in any doubt, it should
consult an appropriate independent professional adviser in its
relevant jurisdiction without delay. In particular, the ability of
persons who are not resident in the United Kingdom to vote their
Ordinary Shares at the Court Meeting or the General Meeting or to
execute and deliver Forms of Proxy appointing another to vote their
Ordinary 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.
Failure to comply with any such 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 purposes of complying
with the laws of Scotland and the Takeover Code and the information
disclosed may not be the same as that which would have been
disclosed if this document and the accompanying documents had been
prepared in accordance with the laws of jurisdictions outside of
Scotland.
This announcement is not intended to, and does not, constitute
or form part of any offer or invitation to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval pursuant to
the Scheme or otherwise, in any jurisdiction in which such offer,
invitation or solicitation is unlawful.
Forward-looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by Bidco and Nasstar
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
Bidco and/or Nasstar 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 Bidco, GCI and/or Nasstar, 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 Bidco
and Nasstar believe that the expectations reflected in such
forward-looking statements are reasonable, Bidco and Nasstar 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: the ability to
complete the Acquisition; the ability to obtain requisite
regulatory and shareholder approvals and the satisfaction of other
Conditions; 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, 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 Bidco, GCI and Nasstar
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 Bidco
nor Nasstar, 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 (including under the AIM Rules and
the Market Abuse Regulation), neither Bidco nor Nasstar is under
any obligation, and Bidco and Nasstar 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.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
one 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) of the Code 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 one 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 of the Code. A Dealing Disclosure by a
person to whom Rule 8.3(b) of the Code 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 of the Code.
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 of
the Code).
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 Scheme Document will be
available free of charge (subject to any applicable restrictions
with respect to persons resident in Restricted Jurisdictions) on
Nasstar's website (www.nasstar.com) by no later than 12 noon on 23
December 2019.
Requesting hard copy documents
Nasstar Shareholders may request a hard copy of this
announcement by contacting Nasstar's Registrar, Neville Registrars
Limited, during business hours on +44 (0) 121 585 1131 or by
submitting a request in writing to Nasstar's Registrar, Neville
Registrars Limited, Neville House, Steel Park Road, Halesowen, West
Midlands, United Kingdom B62 8HD. 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. You 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.
Electronic communications
Please be aware that addresses, electronic addresses and certain
other information provided by Nasstar Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Nasstar may be provided to Bidco during the
offer period as required under Section 4 of Appendix 4 of the Code
to comply with Rule 2.11(c).
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
OUPLLFFDFFLIFIA
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