TIDMPAYS
RNS Number : 9180Z
Paysafe Group PLC
20 December 2017
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 OF
SUCH JURISDICTION
For immediate release
This announcement contains inside information
20 December 2017
RECOMMED CASH ACQUISITION
of
PAYSAFE GROUP PLC
by
PI UK BIDCO LIMITED
a newly formed company jointly-owned by a consortium of funds
managed by
Blackstone and funds managed and/or advised by CVC (together,
the
"Consortium")
to be effected
by way of a scheme of arrangement
under section 152 of the Isle of Man Companies Act 1931
Scheme of arrangement becomes effective
On 18 December 2017, the board of Paysafe Group PLC ("Paysafe")
announced that the High Court of Justice in the Isle of Man had
sanctioned the scheme of arrangement under section 152 of the Isle
of Man Companies Act 1931 (the "Scheme") by which the recommended
cash offer made by Pi UK Bidco Limited ("Bidco"), a jointly owned
subsidiary of the Consortium, for the entire issued and to be
issued ordinary share capital of Paysafe (the "Acquisition") is
being implemented.
Paysafe today announces that, following the delivery of the
Court Order to the Registrar of Companies, the Scheme has now
become effective in accordance with its terms and the entire issued
and to be issued ordinary share capital of Paysafe is now owned by
Bidco.
Pursuant to the terms of the Scheme, each Scheme Shareholder
whose name appeared in the register at the Scheme Record Time,
being 6.00 p.m. on 19 December 2017, will receive 590 pence in cash
for each Scheme Share held (the "Consideration"). The Consideration
will be settled by or on behalf of Bidco within 14 days of the date
of this announcement. Full settlement details, including those
relating to Scheme Shares issued under the Paysafe Share Schemes,
are set out in the scheme document published on 31 August 2017 in
relation to the Acquisition (the "Scheme Document").
Dealings in Paysafe Shares on the London Stock Exchange's main
market for listed securities and the listing of Paysafe Shares on
the premium listing segment of the Official List of the UK Listing
Authority have each been suspended. Applications have been made to
the UK Listing Authority and the London Stock Exchange in relation
to the delisting of Paysafe Shares from the premium listing segment
of the Official List of the UK Listing Authority and the
cancellation of the admission to trading of Paysafe Shares on the
London Stock Exchange's main market for listed securities, which
will take place at 8.00 a.m. tomorrow, 21 December 2017.
Full details of the Acquisition are set out in the Scheme
Document. Capitalised terms used but not otherwise defined in this
announcement have the meanings given to them in the Scheme
Document.
Enquiries:
Paysafe
Andrew Griffin (SVP, Market Intelligence Tel: +44 (0)
and Investor Relations) 20 3890 8762
Lazard (Lead financial adviser to Paysafe)
Cyrus Kapadia Tel: +44 (0)
20 7187 2000
Nicholas Page
RBC Capital Markets (Financial adviser to Paysafe)
Jason Gurandiano Tel: +1 (212)
428 6200
Erik-Jaap Molenaar
Deutsche Bank AG, London Branch (Financial adviser and corporate
broker to Paysafe)
Adam Miller Tel: +44 (0)
Charles Wilkinson 20 7545 8000
Brunswick Group (Public relations adviser to Paysafe)
Brian Buckley Tel: +44 (0)
20 7404 5959
Jonathan Glass
Lazard & Co., Limited, which is authorised by and regulated
by the FCA in the United Kingdom, is acting exclusively as lead
financial adviser to Paysafe and no one else in connection with the
Acquisition and will not be responsible to anyone other than
Paysafe for providing the protections afforded to clients of Lazard
& Co., Limited nor for providing advice in relation to the
Acquisition or any other matters referred to in this announcement.
Neither Lazard & Co., Limited 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 Lazard & Co.,
Limited in connection with this announcement, any statement
contained herein or otherwise.
RBC Europe Limited (trading as RBC Capital Markets), which is
authorised by the PRA and regulated by the FCA and the PRA in the
United Kingdom, is acting exclusively for Paysafe and no one else
in connection with the Acquisition and will not be responsible to
anyone other than Paysafe for providing the protections afforded to
clients of RBC Capital Markets nor for providing advice in relation
to the Acquisition or any other matters referred to in this
announcement. Neither RBC Europe Limited nor any of its affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct, indirect, consequential, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of RBC Europe Limited in connection with this announcement, any
statement contained herein or otherwise.
Deutsche Bank AG is authorised under German Banking Law
(competent authority: European Central Bank) and, in the United
Kingdom, by the PRA. It is subject to supervision by the European
Central Bank and by BaFin, Germany's Federal Financial Supervisory
Authority, and is subject to limited regulation in the United
Kingdom by the PRA and FCA. Details about the extent of its
authorisation and regulation by the PRA, and regulation by the FCA,
are available on request. Deutsche Bank AG, acting through its
London branch ("DB"), is acting as financial adviser and corporate
broker to Paysafe and no one else in connection with the
Acquisition and will not be responsible to anyone other than
Paysafe for providing the protections afforded to clients of DB,
nor for providing advice in relation to the Acquisition or any
other matters referred to in this announcement. Neither DB nor any
of its affiliates, directors or employees owes or accepts any duty,
liability or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of DB in connection
with this announcement, any statement contained herein or
otherwise.
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 the Scheme Document and the
accompanying Forms of Proxy, which contains 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.
This announcement has been prepared for the purpose of complying
with Isle of Man law, English law, the Listing 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 and the Isle of Man.
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
The laws of the relevant jurisdictions may affect the
availability of the Acquisition to persons who are not resident in
the United Kingdom or the Isle of Man. Persons who are not resident
in the United Kingdom or the Isle of Man, or who are subject to
laws of any jurisdiction other than the United Kingdom or the Isle
of Man, 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 or the Isle
of Man 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 or
the Isle of Man to vote their Paysafe Shares at the Court Meeting
or the General Meeting, or to execute and deliver Forms of Proxy
appointing another to vote their Paysafe 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.
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 the
Isle of Man and it is proposed to be made by means of a scheme of
arrangement provided for under the laws of the Isle of Man. The
Scheme will relate to the shares of an Isle of Man 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 and Isle of Man 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 the Isle of Man 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 Paysafe
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 Bidco or Paysafe. 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 and the expansion and growth of Bidco or Paysafe and
potential synergies resulting from the Acquisition; and (iii) the
effects of government regulation on the business of Bidco or
Paysafe.
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. 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 the
Consortium, Bidco or Paysafe 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. The Consortium, Bidco and Paysafe 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 any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per ordinary share for Paysafe for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per ordinary share for Paysafe.
Publication on website and availability of hard copies
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 Paysafe's website at
www.paysafe.com/investors by no later than 12:00 noon on the
Business Day following this announcement. Neither the contents of
this website nor the content of any other website accessible from
hyperlinks on such websites is incorporated into, or forms part of,
this announcement.
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this announcement, free of charge, by
contacting Credit Suisse on +44 (0) 20 7888 8888, Lazard on +44 (0)
20 7187 2000 or RBC Capital Markets on +1 (212) 428 6200. 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. In accordance with Rule 30.3
of the Code, a person so entitled may 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.
Information relating to Paysafe Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Paysafe Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Paysafe may be provided to the Consortium and
Bidco during the Offer Period as required under section 4 of
Appendix 4 of the Code.
This information is provided by RNS
The company news service from the London Stock Exchange
END
SOAGCBDDRXDBGRG
(END) Dow Jones Newswires
December 20, 2017 04:39 ET (09:39 GMT)
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