TIDMSCH TIDMTTM
RNS Number : 8746F
SafeCharge International Group Ltd
17 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
17 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
Results of Shareholder Meetings - 17 July 2019
The Board of SafeCharge is pleased to announce that, at the
Court Meeting and the General Meeting held earlier today in
connection with the recommended acquisition by Nuvei Bidco of the
entire issued and to be issued ordinary share capital of SafeCharge
to be effected by way of a scheme of arrangement under Part VIII of
The Companies (Guernsey) Law, 2008, as amended (the "Scheme"),
SafeCharge Shareholders voted to:
-- approve the Scheme by the requisite majority of the Scheme
Shareholders at the Court Meeting; and
-- pass the special resolution (the "Resolution") in connection
with the amendment of SafeCharge's articles of incorporation and
the implementation of the Scheme by the requisite majority at the
General Meeting.
Details of the resolutions passed are set out in the notices of
the Court Meeting and General Meeting contained in the scheme
document dated 19 June 2019 sent or otherwise made available to
SafeCharge Shareholders (the "Scheme Document"), which document,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, is available on SafeCharge's and Nuvei's
websites at, respectively, www.safecharge.com and
https://nuvei.com/en-us/.
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement have the same meanings as given to
them in the Scheme Document.
Voting results of the Court Meeting
The Scheme was approved by the requisite majority on a poll vote
at the Court Meeting held at 1.00 p.m. on 17 July 2019. Each
SafeCharge Shareholder present and voting was entitled to one vote
per Scheme Share held at the Scheme Voting Record Time. A majority
in number of the Scheme Shareholders who voted (either in person,
by proxy or by corporate representative), representing over 75 per
cent. in value of the Scheme Shares held by Scheme Shareholders who
voted (either in person, by proxy or by corporate representative),
voted to approve the Scheme.
The results of the poll at the Court Meeting held on 17 July
2019 were as follows:
Results Number of Percentage of Number of Percentage Number of Scheme
of Court Scheme Shares Scheme Shares Scheme Shareholders of Scheme Shares voted
Meeting voted voted who voted Shareholders as a percentage
who voted of issued ordinary
share capital
entitled to
vote on the
Scheme
FOR 128,095,512 99.98 78 96.3 83.78
--------------- --------------- --------------------- -------------- --------------------
AGAINST 19,488 0.02 3 3.7 0.01
--------------- --------------- --------------------- -------------- --------------------
TOTAL 128,115,000 100 81 100 83.79
--------------- --------------- --------------------- -------------- --------------------
Voting results of the General Meeting
The Resolution was passed by the requisite majority on a poll
vote at the General Meeting held at 1.15 p.m. on 17 July 2019. Each
SafeCharge Shareholder, present in person or by proxy, was entitled
to one vote per SafeCharge Share held at the Scheme Voting Record
Time.
The results of the poll at the General Meeting held on 17 July
2019 were as follows:
FOR AGAINST TOTAL WITHHELD*
Resolution No. of Votes % No. of Votes % No. of Votes No. of Votes
Votes Votes
------------ ----------- ------------ ------------ ------------ ------------
To give effect
to the Scheme,
as set out
in the notice
of general
meeting of
SafeCharge
by, amongst
other things,
amending the
articles of
incorporation
of SafeCharge 128,173,824 99.98 19,488 0.02 128,193,312 10,638
---------------- ------------ ----------- ------------ ------------ ------------ ------------
The total number of SafeCharge Shares in issue at the Scheme
Voting Record Time was 152,892,493 of which none were treasury
shares. Consequently, the total voting rights in SafeCharge at the
Scheme Voting Record Time were 152,892,493.
* A vote withheld is not a vote in law and counts neither "For"
nor "Against" the Resolution.
Timetable and effective date
Completion of the Acquisition remains subject to satisfaction or
(if capable of waiver) waiver of the other Conditions set out in
the Scheme Document including, among other things, the receipt of
regulatory clearance from the Central Bank of Cyprus ("CBC
Clearance") and the sanction by the Court of the Scheme at the
Court Hearing. SafeCharge will make a further announcement, through
a Regulatory Information Service, following the CBC Clearance being
obtained, as regards the expected timetable thereafter for the
implementation of the Scheme and, among other things, the cut-off
date for the lodging of elections under the Currency Election
Facility. The Scheme is still expected to become Effective in this
third quarter of 2019.
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 is
expected to be on the last Business Day before the Effective Date
and no transfers will be registered after the Scheme Record Time,
which is expected to be 6.00 p.m. on the last Business Day before
the Effective Date. It is also intended that dealings in SafeCharge
Shares will be suspended on the Business Day following the Scheme
Record Time. SafeCharge will make 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 the Business
Day following the Effective Date.
If any of the key dates in the expected timetable for the Scheme
change, SafeCharge will give notice of this change by issuing an
announcement through a Regulatory Information Service. Such
announcement would, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, be available on
SafeCharge's website at www.safecharge.com.
In addition, a copy of this announcement and SafeCharge's
amended articles of incorporation will also be available on
SafeCharge's and Nuvei's respective websites at www.safecharge.com
and https://nuvei.com/en-us/ subject to certain restrictions
relating to persons resident in Restricted Jurisdictions.
Enquiries:
Nuvei Corporation
Philip Fayer, Chairman and Chief Executive
Officer
David Schwartz, Chief Financial Officer
Scott Calliham, SVP, M&A and Strategy +1 (514) 313 1190
Credit Suisse International (Financial Adviser
to Nuvei and Nuvei Bidco)
Gary Katz
Steven Geller
Joe Hannon +44 (0) 20 7888
Stephen Pick 8888
+44 (0) 20 3727
SafeCharge International Group Limited 1725
David Avgi, Chief Executive Officer
Tsach Einav, Chief Financial Officer
c/o FTI Consulting
Jean Beaubois, Head of Investor Relations +44 (0) 7826 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. 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.
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, as amended, 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, as amended, 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, save where
otherwise stated, been 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, as amended, 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, as amended, 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 www.nuvei.com/en-us/. 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
ROMRRMJTMBBBBPL
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