TIDMSCH
RNS Number : 0941E
Nuvei Technologies
01 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
1 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")
Update on financing arrangements
On 19 June 2019, SafeCharge published a scheme document setting
out the terms and conditions of Nuvei Bidco's recommended cash
offer for the entire issued and to be issued share capital of
SafeCharge (the "Scheme Document"). Defined terms used but not
otherwise defined in this announcement (the "Announcement") have
the same meanings as in the Scheme Document.
As set out in the Scheme Document, in connection with the
Acquisition certain members of the Nuvei Group entered into the
Interim Facilities Agreement and the Commitment Letter on 22 May
2019. On 1 July 2019, Nuvei Technologies Corp ("Nuvei Tech"), a
wholly owned subsidiary of Nuvei, Nuvei Bidco and certain other
members of the Nuvei Group entered into the binding documentation
with respect to the Long-Term Facilities, as contemplated by the
Commitment Letter and described in the Scheme Document.
Such documentation comprises: (i) a third amendment to credit
agreement dated 1 July 2019 between, amongst others, Nuvei Tech,
Nuvei Bidco and other members of the Nuvei Group as loan parties
(the "Loan Parties"), the lenders party thereto (the "First Lien
Lenders") and Bank of Montreal as administrative agent and
collateral agent (the "First Lien Agent") (the "Third Amendment")
in connection with the credit agreement dated 28 September 2018 (as
amended from time to time) (the "Original Credit Agreement"); (ii)
a fourth amendment to credit agreement dated 1 July 2019 between,
amongst others, the Loan Parties, the First Lien Lenders and the
First Lien Agent in connection with the Original Credit Agreement
(as amended by the Third Amendment) (the "Fourth Amendment"); and
(iii) a second lien credit agreement dated 1 July 2019 between,
amongst others, the Loan Parties, the lenders party thereto and
Bank of Montreal as administrative agent and collateral agent (the
"Second Lien Credit Agreement").
The Long-Term Facilities documented in the Third Amendment,
Fourth Amendment and Second Lien Credit Agreement are consistent
with the summary set out in the Scheme Document, save for the
following amendments: (i) the final maturity date of the First Lien
Term Facilities is 28 September 2025; (ii) the Borrowers may
voluntarily cancel and prepay the First Lien Facilities at any time
subject to, for certain refinancings or amendments of the First
Lien Term Facilities, a 1.00 per cent. per annum premium within the
first 12 months of the initial funding of the First Lien Facilities
under the Fourth Amendment; (iii) the final maturity date for the
Senior RCF is 28 September 2023; and (iv) the First Lien Facilities
bear interest at a rate per annum equal to the applicable benchmark
rate plus a margin of either 4.00 per cent. (in the case of base
rate) or 5.00 per cent. (in the case of LIBOR).
Following the execution of the Third Amendment, Fourth Amendment
and Second Lien Credit Agreement, the Interim Facilities Agreement
was cancelled in accordance with its terms.
In connection with the Long-Term Facilities, the arrangement fee
letter dated 22 May 2019 between Pivotal Holdings Corporation, Bank
of Montreal, BMO Capital Markets Corp., Antares Capital LP and
Capital One National Association was amended by an amendment letter
dated 1 July 2019 (the "Fee Amendment Letter") to adjust certain
first lien and second lien underwriting fees.
Credit Suisse, financial adviser to Nuvei and Nuvei Bidco,
remain satisfied that sufficient resources are available to satisfy
in full the Cash Consideration payable to SafeCharge Shareholders
under the terms of the Acquisition.
Copies of the Third Amendment, Fourth Amendment, Second Lien
Credit Agreement and Fee Amendment Letter are available on Nuvei's
website at https://nuvei.com/en-us/ in accordance with Rule 26 of
the Code.
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
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 will be implemented solely by means of the
Scheme Document (or if the Acquisition is implemented by way of a
Takeover Offer, the offer document), which contains the full terms
and conditions of the Acquisition including details of how to vote
in respect of (or, if applicable, accept) the Acquisition. Any vote
in respect of the Scheme (or, if applicable, acceptance of the
Takeover Offer) or other response in relation 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
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.
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. In
particular, the ability of persons who are not resident in the
United Kingdom or Guernsey to vote their SafeCharge Shares with
respect to the Scheme at the Court Meeting, or to appoint another
person as proxy to vote at the Court Meeting on their behalf, may
be affected by the laws of the relevant jurisdictions in which they
are located. 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 will not be 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. Doing so may render invalid any related
purported vote in respect of the Acquisition. 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 will be
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 this Announcement and 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 U.K., 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
https://www.safecharge.com.
If Nuvei Bidco commences a Takeover Offer in respect of
SafeCharge, in accordance with normal U.K. 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 U.K., 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 U.K. 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 U.K. 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 U.K.
Publication of this Announcement
A copy of this Announcement will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Nuvei's website at 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.
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
OUPRBMATMBBMBBL
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July 01, 2019 11:16 ET (15:16 GMT)
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