Sanne Group PLC Proposed Acquisition and Capital Raising (4917Q)

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RNS Number : 4917Q

Sanne Group PLC

30 November 2016

30 November 2016

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014).

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS. IT DOES NOT CONSTIUTUE AN OFFER FOR SALE OF SUBSCRIPTION OR TO BUY ANY SECURITIES. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE COMBINED PROSPECTUS AND CLASS 1 CIRCULAR TO SHAREHOLDERS (THE "COMBINED PROSPECTUS") EXPECTED TO BE PUBLISHED BY SANNE GROUP PLC LATER TODAY. COPIES OF THE COMBINED PROSPECTUS, WHEN PUBLISHED, WILL BE AVAILABLE FROM THE COMPANY'S WEBSITE, WWW.SANNEGROUPPLC.COM AND AT THE COMPANY'S REGISTERED OFFICE AT 13 CASTLE STREET, ST HELIER, JERSEY JE4 5UT.

This announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section.

Sanne Group plc ("Sanne" or the "Company")

Proposed Acquisition of International Financial Services Limited and IFS Trustees

Proposed Capital Raising

Introduction

Sanne, the specialist provider of outsourced corporate, fund and private client administration, reporting and fiduciary services, is pleased to announce that it has entered into an agreement to acquire International Financial Services Limited and IFS Trustees (the "IFS Group") for a total consideration of approximately $127.3 million (GBP101.9 million(1) ).

The consideration for the Acquisition will be satisfied through a payment of approximately US$91.1 million (GBP72.9 million) in cash, which will be financed through the net proceeds of the Capital Raising, and the issue of approximately 5.8 million Consideration Shares, representing approximately 4.1 per cent. of the Company's Enlarged Share Capital following completion of the Capital Raising and Completion.

The Company proposes to use the net proceeds of the Capital Raising of GBP90.1 million to fund the cash consideration payable under the Acquisition Agreement and associated transaction fees, as well as to reduce the Group's net debt.

The Acquisition is of sufficient size relative to the Group to constitute a Class 1 transaction under the Listing Rules and is therefore conditional on, among other things, the approval of the Group's shareholders at a General Meeting to be held at 11.30 a.m. on 16 December 2016. The Combined Prospectus setting out further details on and the rationale for the proposed Acquisition and Capital Raising is expected to be published and posted to Shareholders later today.

Highlights

-- The IFS Group is a highly profitable and cash generative business, reporting operating profit of USD18.4m in 2015 at an operating profit margin of c.65%, operating cash conversion of c.100%(2) , and assets under administration in excess of $82 billion

-- The IFS Group will form the core of a new standalone division operating as Sanne's new emerging markets-focused platform

-- A visible capability in Mauritius, which is of scale, is important in allowing Sanne to take advantage of the significant growth opportunity in Asia and Africa

-- The Acquisition consideration and associated transaction fees are to be funded through the net proceeds of the Capital Raising (c.GBP90.1 million) and the issue of c.5.8 million Consideration Shares to the Vendors

   --      The Acquisition is expected to be immediately earnings enhancing 

-- The Acquisition is conditional upon, among other things, Sanne shareholder approval, receipt of proceeds from the Capital Raising and regulatory clearance, and is expected to complete in Q1 2017

-- The Board is very confident that results for the full 2016 financial year will be in line its expectations following continued strong performance in the second half

1 Assumes a GBP:USD exchange rate of GBP1:$1.2493

2 for year to 31 December 2015 and calculated as cash generated from operations as a % of operating profit

Dean Godwin, Chief Executive Officer of Sanne, commented:

"This acquisition enables Sanne to further realise its ambition of building a leading, global business. The IFS Group is highly profitable, with a service offering and client base extremely complementary to Sanne's. Mauritius is one of the leading international financial centres for foreign investment into Africa and India and this transaction provides us with a significant platform to both support clients in these attractive regions and grow our emerging markets presence. I am delighted to welcome the IFS Group team to the Group and we are excited about the opportunities to come."

Couldiplall Basanta Lala, a founding Director of the IFS Group, commented:

"We are extremely proud of the business that we have established over the past 20 years and, whilst Sanne is a large organisation with global reach, they share many similarities with our business, in particular the value they place on client service. We look forward to being an integral part of the next phase of growth."

Transaction rationale

   --      High quality business, market share and jurisdictional development: 

o Highly profitable, leading provider of fund and corporate administration and fiduciary services in Mauritius

o Highly cash generative with operating cash conversion of c.100% in 2015(2)

o Large existing revenue base across funds and Corporate structures for investment into India and Africa (majority of ultimate client groups are considered funds)

o Largely institutional client base

o Complementary service offering between Sanne and the IFS Group

   --      Platform to build a broader emerging market business 

o Intention to create long-term platform to address the Asian and other Emerging markets

o Mauritius is a key jurisdiction for funds investing into Africa and India

o Intention to invest in additional business development to drive growth in the IFS Group's existing core markets

   --      Operational leverage opportunity: 

o Existing Sanne client base looking to access Asia and other Emerging markets, a need that the IFS Group's platform will allow Sanne to service

o High proportion of the IFS Group staff are professionally qualified or in the process of being qualified (over 200 out of over 260 total staff)

o Opportunity to leverage the existing IFS Group employee base across group and grow it further to service existing clients at a lower cost

   --      Material earnings enhancement for Sanne investors: 

o The Board expects the Acquisition to materially enhance earnings for the Group in the year to 31 December 2017 and thereafter

o Return on investment is expected to exceed the Group's pre-tax cost of capital

Details of the proposed Acquisition and Capital Raising

-- Total consideration of approximately US$127.3 million (GBP101.9 million) to be satisfied through:

o the payment of approximately US$91.1 million (GBP72.9 million(1) ) in cash which will be financed through the net proceeds of the Capital Raising; and

o the issue of approximately 5.8 million Consideration Shares, representing approximately 4.1 per cent. of the Company's Enlarged Share Capital following completion of the Capital Raising and Completion.

-- The Capital Raising, which has been fully underwritten by Investec, comprises the issue of 19,286,860 Capital Raising Shares at 490 pence per share (representing approximately 14.3 per cent. of Sanne's Enlarged Share Capital following completion of the Capital Raising) to raise gross proceeds of approximately GBP94.5 million

   --      The Combined Prospectus is expected to be published and posted to Shareholders later today 
   --      The General Meeting is expected to be convened for 11.30 a.m. on 16 December 2016 

-- The Capital Raising Shares are expected to be admitted to listing on the premium segment of the Official List and to trading on the London Stock Exchange's Main Market at 8.00 a.m. on 16 December 2016

-- Completion of the Acquisition is expected to take place in Q1 2017, at which point the Consideration Shares will be admitted to listing on the premium segment of the Official List and to trading on the London Stock Exchange's Main Market

   --      The Capital Raising is not conditional on completion of the Acquisition 

Terms used in this announcement and not defined in the appendix to this announcement shall have the meaning given to them in the Combined Prospectus.

Enquiries:

 
 Sanne Group plc 
  Dean Godwin, Chief Executive 
  Officer 
  Spencer Daley, Chief Financial 
  Officer                                 [phone] 
 Investec Bank plc 
  Garry Levin / James Ireland 
  /Ed Thomas 
  Matt Lewis / Neil Coleman (corporate 
  broking)                                [phone] 
 Tulchan Communications LLP 
  Tom Murray 
  Stephen Malthouse                       [phone] 
 

The Market Abuse Regulation ("MAR") became effective from 3 July 2016. Market soundings, as defined in MAR, were taken in respect of the Capital Raising and the Acquisition with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this announcement in accordance with paragraph 7 of article 17 of MAR. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.

IMPORTANT NOTICES

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE CAPITAL RAISING. PRIOR TO PUBLICATION OF THE COMBINED PROSPECTUS, ALL OFFERS OF THE CAPITAL RAISING SHARES WILL BE MADE PURSUANT TO AN EXEMPTION UNDER DIRECTIVE 2003/71/EC (AND AMMENTS THERETO, INCLUDING DIRECTIVE 2010/73/EU (THE "2010 PD AMING DIRECTIVE"), TO THE EXTENT IMPLEMENTED, AND INCLUDING ANY RELEVANT IMPLEMENTING MEASURE, IN THE RELEVANT MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA")) (THE "PROSPECTUS DIRECTIVE"), FROM THE REQUIREMENT TO PRODUCE A PROSPECTUS FOR OFFERS OF THE CAPITAL RAISING SHARES. THIS ANNOUCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) PERSONS IN AN EEA MEMBER STATE WHICH HAS IMPLEMENTED THE PROSPECTUS DIRECTIVE (A "RELEVANT MEMBER STATE"), UNDER THE FOLLOWING EXEMPTIONS UNDER THE PROSPECTUS DIRECTIVE, IF AND TO THE EXTENT THEY HAVE BEEN IMPLEMENTED IN THAT RELEVANT MEMBER STATE: (I) TO ANY LEGAL ENTITY WHICH IS A "QUALIFIED INVESTOR" AS DEFINED IN THE PROSPECTUS DIRECTIVE; (II) TO FEWER THAN 100 OR, IF THE RELEVANT MEMBER STATE HAS IMPLEMENTED THE RELEVANT PROVISION OF THE 2010 PD AMING DIRECTIVE, 150, NATURAL OR LEGAL PERSONS (OTHER THAN QUALIFIED INVESTORS AS DEFINED IN THE PROSPECTUS DIRECTIVE), AS PERMITTED UNDER THE PROSPECTUS DIRECTIVE; OR (III) IN ANY OTHER CIRCUMSTANCES WHICH DO NOT REQUIRE THE PUBLICATION BY THE COMPANY OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE, PROVIDED THAT NO SUCH OFFER TO THE PUBLIC SHALL RESULT IN A REQUIREMENT FOR THE PUBLICATION BY THE COMPANY OR THE MANAGERS OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE; AND (B) (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, (THE "ORDER"); OR (II) HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS AND OTHER PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION OF CAPITAL RAISING SHARES.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SECURITIES IN AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA AND THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSITUTE AN OFFER TO BUY OR TO SUBSCTIBE FOR, OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR, CAPITAL RAISING SHARES OR CONSIDERATON SHARES OR ANY OTHER SECURITIES IN ANY JURISDICTION IN WHICH AN OFFER OR SOLICITATION IS UNLAWFUL. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS AND THEREFORE PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH RESTRICTIONS OR APPLICABLE REQUIREMENTS. FAILURE TO COMPLY WITH ANY SUCH RESTRICTION OR APPLICABLE REQUIREMENTS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

In particular, none of the New Ordinary Shares have been nor will be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or with any regulatory authority or under the applicable securities laws of any state or other jurisdiction of the United States or qualified for distribution under any applicable securities laws outside of the United Kingdom. None of the New Ordinary Shares may be offered, sold, taken up, resold, transferred or delivered, directly or indirectly, in the United States (as defined in Rule 902 under Regulation S) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of the states of the United States. There will be no public offer of the New Ordinary Shares in the United States. Neither the New Ordinary Shares, the Form of Proxy, the Combined Prospectus nor any other document connected with the arrangements described in this announcement nor the Combined Prospectus have been or will be approved or disapproved by the United States Securities and Exchange Commission or by the securities commissions of any state or other jurisdiction of the United States or any other regulatory authority, nor have any of the foregoing authorities or any securities commission passed comment upon or endorsed the merits of the offering and/or allotment and issue of the New Ordinary Shares, the Form of Proxy or the accuracy or adequacy of the Combined Prospectus or any other document connected with the Capital Raising or the Combined Prospectus, including this announcement. Any representation to the contrary is a criminal offence in the United States. Recipients of this announcement may not reproduce or distribute this announcement, in whole or in part, and may not disclose any of the contents of this announcement.

By subscribing for any New Ordinary Shares you are deemed to have read and understood this announcement in its entirety and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained herein.

This announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, UK domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made herein by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company and Investec expressly disclaim any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

No statement in this announcement is intended to be a profit forecast, and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

Investec Bank plc ("Investec") has been appointed as sponsor, financial adviser, bookrunner and broker to the Company. Investec is authorised by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the PRA and the FCA and is acting exclusively for the Company and no one else in connection with the arrangements described in this announcement and the Combined Prospectus, and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the arrangements described in this announcement or the Combined Prospectus and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the arrangements described in the Combined Prospectus or any other transaction or arrangement referred to in this announcement. Investec and its affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services to, the Company for which they would have received customary fees.

Apart from the responsibilities and liabilities, if any, that may be imposed on Investec by FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, Investec accepts no responsibility whatsoever for, and makes no representation or warranty, express or implied, as to the contents of, this announcement or the Combined Prospectus or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Capital Raising Shares, the Consideration Shares or the arrangements described in this announcement or the Combined Prospectus and nothing in this announcement or the Combined Prospectus will be relied upon as a promise or representation in this respect, whether or not to the past or future. Investec accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or the Combined Prospectus or any such statement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Investec or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser. If you are in any doubt as to the action you should take, you are recommended to seek immediately your own financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom, the EU Market Abuse Regulation and the Disclosure Guidance Rules and Transparency Rules of the Financial Conduct Authority 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 and regulations of any jurisdiction outside of the United Kingdom.

Sanne Group plc ("Sanne" or the "Company")

Proposed Acquisition of International Financial Services Limited and IFS Trustees

Proposed Capital Raising

   1              Introduction 

The Company today announces that it has entered into the Acquisition Agreement with Couldiplall Basanta Lala, Anupama Basanta Lala, Divya Basanta Lala and Kapil Dev Joory (the "Vendors") to acquire International Financial Services Limited and IFS Trustees (the "IFS Group"). The Acquisition Agreement is conditional and provides for a total consideration of approximately US$127.3 million (GBP101.9 million). The consideration will be satisfied through:

-- a payment of approximately US$91.1 million (GBP72.9 million) in cash, which will be financed through the net proceeds of the Capital Raising; and

-- the issue of approximately 5.8 million Consideration Shares, representing approximately 4.1 per cent. of the Company's Enlarged Share Capital following completion of the Capital Raising and Completion.

The IFS Group is a Mauritius-based fund administration business with over 260 employees. The IFS Group provides a range of products and services to manage and administer offshore structures. Offshore structures that the IFS Group focuses on include corporate entities such as global business companies, limited life companies, protected cell companies and domestic companies as well as funds, trusts, foundations and limited partnerships. The IFS Group's services include general administration and accounting services such as directorships, company secretarial, fund accounting, winding-up and insolvency and treasury. The IFS Group also has specialist teams which provide corporate and fund structuring services, legal services as well as tax and compliance services. In the year ended 31 December 2015, IFS reported revenue of US$28.2 million and operating profit of US$18.4 million.

The Board believes that the Acquisition represents an attractive opportunity for the Group to acquire a highly profitable emerging markets platform from which to expand the Group's exposure to the emerging markets and to clients looking for support with their emerging markets structuring requirements. The Acquisition is of sufficient size relative to the Group to constitute a Class 1 transaction under the Listing Rules and is therefore conditional on, among other things, the approval of the Shareholders at the General Meeting to be held at 11.30 a.m. on 16 December 2016.

The Company proposes to undertake the Capital Raising to raise gross proceeds of approximately GBP94.5 million (US$118.1 million), the net proceeds of which will be used to fund the cash consideration payable under the Acquisition Agreement and the associated transaction fees, and to reduce the Group's net debt. The Capital Raising comprises the issue of, in aggregate, 19,286,860 Capital Raising Shares at an Offer Price of 490 pence per share. The Firm Placed Shares have been conditionally placed with institutional and other investors by Investec. The Open Offer Shares have been conditionally placed with institutional and other investors by Investec, subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer. The Capital Raising is being fully underwritten by Investec subject to, and in accordance with, the terms and conditions of the Sponsor and Placing Agreement.

The Offer Price represents a discount of 1.0 per cent. to the Closing Price of 494.75 pence per Ordinary Share on 29 November 2016 (being the last Business Day before announcement of the Capital Raising). The Capital Raising is conditional upon, among other things, the approval of the Acquisition at the General Meeting. The Capital Raising is not conditional on Completion. In the event that the Capital Raising proceeds but the Acquisition does not complete, the Directors' current intention is that the proceeds of the Capital Raising which were to be used to fund the cash consideration payable under the Acquisition and to pay the expenses of the Acquisition will be invested on a short-term basis and the balance of the proceeds will be applied in reducing the Group's net debt while the Directors evaluate other appropriate acquisition opportunities. If no appropriate opportunities can be found on acceptable terms, the Directors will consider how best to return surplus capital to Shareholders. The Directors would expect to effect such a return within six months of the Acquisition failing to complete, if no appropriate opportunities to use funds can be found.

Applications will be made for the Capital Raising Shares to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange's Main Market (together "Admission of the Capital Raising Shares"). It is expected that Admission of the Capital Raising Shares will become effective and that dealings in the Capital Raising Shares will commence at 8.00 a.m. on 19 December 2016. Additionally, applications will be made for the Consideration Shares to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange's Main Market (together, "Admission of the Consideration Shares"). It is expected that Admission of the Consideration Shares will become effective and that dealings in Consideration Shares will commence in the first quarter of 2017.

   2              Background to and reasons for the Acquisition and the Capital Raising 
   2.1          The Acquisition 

The Group's strategy is to build a global provider of outsourced corporate, fund and private client administration, reporting and fiduciary services both organically and by acquisition that is a leader in the sector. The Board believes that the IFS Group presents a compelling opportunity to further this ambition through the addition of a leading business in the Mauritius market with a highly complementary service offering and customer base to Sanne. Further, the Board believes that the Acquisition will act as a platform from which to build a market leading business supporting clients in or investing in the emerging market geographies of Asia and Africa.

Market share and jurisdictional development

The IFS Group will immediately provide the Group with a highly profitable business and large market share for fund administration, corporate services and trustee services in Mauritius. Given Mauritius's position as one of the leading international financial centres for foreign investment into both the continent of Africa and India, this opens up two new markets for the Group immediately. Equally, the IFS Group has a largely institutional client base with a high concentration of assets under administration being funded from the USA or Cayman. The Board believes that this will, in time, help the Enlarged Group capture additional work from existing clients of the Group who also have or will look to develop investment structures into those jurisdictions. The Board believes that addition of a Mauritian platform is also highly complementary to the Group's existing operations in South Africa, acquired earlier in 2016.

The IFS Group's financial performance has remained stable during the last few years despite some volatility in Foreign Direct Investment ("FDI") into India. In 2015 and 2016 FDI into India, invested through Mauritius, grew by 59 per cent. and 27 per cent. respectively, representing a significant opportunity for the Enlarged Group post Completion. With tax treaty re-negotiations between India and Mauritius having recently concluded, there are opportunities to market the remaining benefits of structuring through Mauritius.

Outflows to Africa over recent years have been growing and Mauritius has been successfully competing for African business and will potentially continue to leverage the African continent's growth potential, in particular in relation to Chinese investment. The IFS Group has not historically focused as much effort on building out revenues from Africa and this is an area for future business development focus.

Provides a platform to build a broader emerging markets business strategy

Mauritius is currently one of the key international financial centres used by international investors to invest in emerging markets, in particular Africa and India. The Board sees significant opportunity to take the expertise and platform within the IFS Group to create a long-term platform to address the Asian emerging markets. The Directors believe that this opportunity exists across the Group's existing asset class skill base.

The Board believes that the IFS Group will also provide critical mass to the operations of some of the Group's smaller existing offices in Hong Kong, Dubai and Singapore. By combining the IFS Group with these existing operations, and making investment in business development capabilities, the Board believes that there are opportunities to grow revenues in line with the rest of the Group, particularly as Singapore has been a beneficiary of much of the uncertainty surrounding the Mauritius-India tax treaty.

Emerging markets have seen a strong growth in allocation of alternative assets under management in recent years. Taking the private equity asset class as an example, the share of global private equity and venture capital investment being made in emerging markets is up from 6 per cent. to 22 per cent. between 2003 and 2013. This increase has been driven by economic reform, increased freedom of trade and GDP growth in emerging markets.

In addition to attracting and increasing the amount of investment in alternative asset classes, emerging markets are also an increasingly important source of capital for alternative investment firms. The share of global assets held by emerging nations more than doubled from 7 per cent. in 2000 to 18 per cent. in 2010. This trend has been driven by a growth in the influence of sovereign wealth funds, a growth of the middle class in many of the emerging markets and a shift to investing behaviour.

The IFS Group

Operational leverage opportunity

A number of the Group's existing customers currently either have a presence in emerging markets in Asia (including India) and Africa or are looking to access these markets. The Directors believe that the IFS Group should provide the Group with the capacity to increase the Enlarged Group's "share of wallet" with these customers.

The IFS Group employs a highly skilled and qualified workforce with approximately 83 per cent. of all employees holding a university degree and/or a professional qualification or pursuing their professional qualifications. The historic profit margins achieved by the business provide some indication of the operational leverage that could be achieved by the Group. Whilst, under the Group's ownership, the Board expects the margin achieved in the IFS Group to reduce as a result of additional operational and business development costs, the significantly lower wage environment in Mauritius compared with most of the Group's other jurisdictions should facilitate moving more work to lower cost jurisdictions.

Material earnings enhancement for Sanne Investors

The Board expects the Acquisition to materially enhance earnings for the Group in the year to 31 December 2017 and thereafter. The high levels of cash generation in the IFS Group will also allow the Board to maintain its progressive dividend policy in line with this earnings accretion.

   2.2          The Capital Raising 

The Company is proposing to raise gross proceeds of approximately GBP94.5 million by way of the Capital Raising. The Board considers the Firm Placing and Placing and Open Offer to be a suitable fundraising structure as the Firm Placing and Placing will allow access to new investors to broaden the Company's shareholder base, whilst providing existing shareholders with the opportunity to participate in the fundraising through the Open Offer.

The Board believes that undertaking the Capital Raising at the Offer Price represents an attractive opportunity for the Company to secure additional equity funding and maintain sufficient capacity to pursue further growth opportunities that may arise, be they by way of acquisition or investment into the existing platform.

   3              Financial impact of the Acquisition and Use of Proceeds 

The Board expects the Acquisition to materially enhance earnings for the Group in the year to 31 December 2017 and thereafter. The Board also expects the Acquisition to generate a return on investment exceeding the Group's pre-tax cost of capital. Had the acquisition occurred at 31 December 2015, the illustrative impact would have been to increase net assets from GBP19.0 million to GBP136.7 million. However, no statement in this announcement should be interpreted to mean that the future earnings per share of the Enlarged Group will necessarily match or exceed the historic published earnings per share of the Company.

The Company proposes to use the net proceeds of the Capital Raising of approximately GBP90.1 million to fund the cash consideration payable under the Acquisition Agreement and the associated transaction fees, as well as to reduce the Group's net debt. The cash consideration payable under the terms of the Acquisition Agreement is approximately GBP72.9 million, and in addition, the Company will incur commission, adviser fees and expenses of approximately GBP5.8 million in connection with the Acquisition and the Capital Raising. The remaining approximately GBP15.8 million of the net proceeds will be used to reduce the Group's net debt. This will provide the Group with additional flexibility to increase net debt in the future (if required) to pursue in-fill acquisitions, as well as to fund general corporate purposes.

The Board does not expect to use the existing cash resources of the Group or to draw down on existing facilities available to the Group in order to fund the Acquisition or the expenses associated with it. However, the Group has committed facilities comprised of (a) a term loan of GBP46 million and (b) a revolving credit facility of GBP14 million, which were drawn down on 1 November 2016 to repay the Existing Facility and to part fund the acquisition of FLSV. Given the level of profit the IFS Group will contribute to the Enlarged Group, management expect the pro forma leverage of the Enlarged Group to be significantly reduced post Completion. In addition to the funding headroom these facilities provide, the Enlarged Group is anticipated to be significantly cash generative in the year to 31 December 2017, providing sufficient funding headroom to invest in the integration of the IFS Group into the Group.

Shareholders should note that the Capital Raising is not conditional upon Completion and that, after Admission of the Capital Raising Shares, the Acquisition could fail to complete. In the event that the Capital Raising proceeds but the Acquisition does not complete, the Directors' current intention is that the proceeds of the Capital Raising which were to be used to fund the cash consideration payable under the Acquisition and to pay the expenses of the Acquisition will be invested on a short-term basis and the balance of the proceeds will be applied in reducing the Group's net debt while the Directors evaluate other appropriate acquisition opportunities. If no appropriate opportunities can be found on acceptable terms, the Directors will consider how best to return surplus capital to Shareholders. The Directors would expect to effect such a return within six months of the Acquisition failing to complete, if no appropriate opportunities to use funds can be found. Such a return could carry fiscal costs for certain Shareholders and will have costs for the Company.

   4              Summary information on the Group and its current trading 
   4.1          Overview 

Sanne is a specialist provider of outsourced corporate, fund and private client administration, reporting and fiduciary services. In particular, the Group targets alternative asset markets that the Directors believe have high barriers to entry and require specialist expertise to service. Key clients include alternative asset managers, financial institutions, family offices and corporates. The Group is a recognised global provider of corporate and fund services with a presence in established, well-regulated international financial centres including Jersey, Guernsey, London, Luxembourg, Dublin, Malta, Belgrade, New York, Cape Town, Dubai, Hong Kong, Shanghai and Singapore. Today, the Group employs approximately 700 people and administers structures and funds that have in excess of GBP100 billion of assets.

Operations are focused on eight principal divisions; Debt, Real Estate, Private Equity, Hedge, Corporate and Institutional, Executive Incentives, Private Client and Treasury. These operations broadly span the Group's international footprint with Jersey being the location of its headquarters. The Group provides high-touch and bespoke solutions to its clients. Core services include fund administration, financial reporting, governance, regulatory services, investor services, corporate services and treasury services. The high-touch, bespoke nature of most of the Group's services means they require a large amount of qualified and experienced human input. The structures that the Group administers are often regulated and therefore require a regulated party such as Sanne to manage the regulated activities required for these structures.

The principal activities of the Group include general administration services such as structure implementation, investor relations communications and reporting, General Partner and managed entity administration and fund investor due diligence. The Group's activities also cover a range of financial report services, corporate and regulatory governance of fund structures and entities, and treasury services.

The Group is organised around asset and market-focused business divisions, which offer a comprehensive range of services to clients delivered across a multi-jurisdictional platform. These business divisions are each led by a board of senior managers with specific asset and market expertise, and are supported by dedicated teams providing bespoke service solutions. The Group's divisional model allows for bespoke client teams to be provided across jurisdictions whilst ensuring that the client can maintain one point of contact if they require.

The Group's eight principal business areas are:

   --      Debt 
   --      Real Estate 
   --      Private Equity 
   --      Hedge 
   --      Corporate and Institutional 
   --      Executive Incentives 
   --      Private Client 
   --      Treasury services 
   4.2          Current Trading and prospects 

In the five months following its interim results, the Group has continued to enjoy strong performance, particularly in its alternatives focused business divisions. This performance has been driven by increased revenue from existing clients through the establishment of new structures as well as business wins from new clients to the Group.

As discussed in the interim results, the performance in the Group's Executive Incentives division was adversely impacted by the EU referendum and continues to trade behind the prior year. However, the outlook for 2017 is positive, backed up by a strong pipeline of FTSE 100 and FTSE 250 mandates. All other divisions continue to trade well.

Since the interim results, the Group has announced the acquisition of FLSV Fund Administration Services LLC ("FLSV") which, in the short period since completion on 1 November 2016, has performed in line with the Board's expectations. At the same time as announcing the transaction, the Group drew down GBP60 million on new banking facilities in order to refinance existing facilities and part fund the acquisition of FLSV.

Other than the refinance of its banking facilities described above, cash generation in the period has been good, continuing the Group's strong cash conversion profile.

Although there is one more month left in the year, the strong performance achieved across the Group's existing client base, and the continued positive momentum in new business wins, means that the Board is very confident that the results for the full year 2016 will be in line with the Board's expectation. This momentum also gives the Board confidence in the Group's ability to deliver its growth expectations for 2017.

   5              Summary information on the IFS Group and current trading 
   5.1          Overview 

Founded in 1993 by two private individuals, IFS is a Mauritian-based provider of offshore fiduciary management services; specifically the incorporation of offshore companies and trusts, general management administration and accounting and lastly the provision of corporate secretaries. The IFS Group provides a comprehensive suite of services to clients wishing to use Mauritius as a platform for investment or to do business internationally. The IFS Group's clients include mutual funds, private equity funds, hedge funds, venture capital funds and corporates looking to set up investment holding, investment management, trading or service entities. IFS has over 260 employees across two offices in Mauritius. The IFS Group currently provides services to in excess of 1,000 entities and has in excess of $82 billion in assets under administration. The reported revenue for IFS for the year ended 31 December 2015 was $28.2 million with operating profit of $18.4 million. This level of revenue and operating profit has been broadly flat over the three years to 31 December 2015, reflecting the lack of focus on growth by the existing owners.

The IFS Group provides a range of products and services to manage and administer offshore structures. Offshore structures that the IFS Group focuses on include corporate entities such as global business companies, limited life companies, protected cell companies and domestic companies as well as funds, trusts, foundations and limited partnerships. The IFS Group also has specialist teams which provide corporate and fund structuring services, legal services as well as tax and compliance services.

Core services

The IFS Group provides a broad range of client services through its client service delivery operations as well as providing specialist advisory services. In addition to corporate, secretarial and administration services, the IFS Group also provides tax and compliance services, blended with in-house legal review services. The IFS Group's core corporate, secretarial and administration services provided across corporate, fund and trust structures are as follows:

   --      Corporate secretarial services 
   --      Registrar services 
   --      Foreign Account Tax Compliance Act ("FATCA") services 
   --      Fund accounting services for open-ended funds 
   --      Fund accounting and administration services for closed ended funds ("CEF") 
   --      Trust Services 
   --      Winding up and liquidation services 
   --      Corporate and fund structuring 
   --      Legal services 
   --      Tax and Compliance Services 

Offering its services to clients globally, the majority of the IFS Group's over 1,000 client entities are focused on investment into India (69 per cent.) followed by Africa (14 per cent.) and the RoW (17 per cent.). The business has in excess of $82 billion of assets under administration.

Client base

The Directors consider the IFS Group to be a high quality business servicing predominately fund clients. When reviewed on an entity by entity basis, 38 per cent. of all entities invoiced in 2015 (by total invoice value) were fund entities with the remaining 62 per cent. being corporate entities. However, of these corporate entities, many are actually part of structures whose ultimate parent or owner is in fact a fund or fund management group. For example, of the IFS Group's largest 20 clients, the IFS Group's management consider four, representing approximately 24 per cent. of total billings by the 20 largest clients in the year ended 21 December 2015, to be corporate clients. Whereas, all except one of these clients is actually a fund management group and would be considered to be a fund client by the Group given the nature of the ultimate parent entity.

Therefore, the Directors believe, following detailed diligence of the IFS Group client base, that the majority of the IFS Group's revenue and billings is generated from fund group customers.

   5.2          Current trading and prospects 

The IFS Group continues to perform well through 2016. The tax treaty between Mauritius and India was revised during the period and whilst the new treaty does not come into effect until April 2017 at the earliest, the anticipation of the new rules around capital gains tax in particular could be expected to impact market activity. Despite this, the IFS Group's high levels of recurring revenue, stable employee and cost base and low levels of revenue attrition have meant the business has continued to trade in line with management's expectations.

   6              Summary of the key terms of the Acquisition 
   6.1          Acquisition Agreement 

In order to implement the Acquisition, Sanne (Mauritius) Limited (the "Purchaser") has entered into the Acquisition Agreement.

Under the terms of the Acquisition Agreement, and subject to the conditions thereunder being satisfied, the Purchaser has conditionally agreed to acquire International Financial Services Limited (and its subsidiary companies, namely International Securities Limited, International Holdings Limited and International Trustees Limited) and IFS Trustees for a cash consideration of approximately US$91.1 million (GBP72.9 million) and the issue of approximately 5.8 million Consideration Shares to Couldiplall Basanta Lala or his permitted assigns.

Completion of the Acquisition is conditional on, among other things, (i) receipt of proceeds from the Capital Raising; (ii) no material adverse change occurring in relation to the Group or the IFS Group; and (iii) obtaining regulatory clearance from the Mauritius FSC.

   6.2          Class 1 transaction approvals 

Owing to its size, the Acquisition constitutes a Class 1 transaction for the purposes of the Listing Rules and therefore requires approval from Shareholders. Accordingly, a General Meeting has been convened for 11.30 a.m. on 16 December 2016 for the purpose of passing a resolution to approve the Acquisition.

   7              Financing the Acquisition 

The Acquisition consideration will be satisfied through:

-- a payment of approximately US$91.1 million (GBP72.9 million) in cash, that will be financed through the net proceeds of the Capital Raising; and

-- the issue of approximately 5.8 million Consideration Shares, representing approximately 4.1 per cent. of the Company's enlarged issued share capital following completion of the Capital Raising and Completion.

Upon Completion, the Company will apply for the Consideration Shares to be admitted to listing on the premium segment of the Official List and to trading on the London Stock Exchange's Main Market. Following Admission of the Consideration Shares, the post-Completion Enlarged Share Capital is expected to be 140,852,769 with the Consideration Shares representing approximately 4.1 per cent. of the post-Completion Enlarged Share Capital. It is expected that Admission of the Consideration Shares will become effective and dealings in the Consideration Shares will commence in the first quarter of 2017.

The Consideration Shares will be issued to Couldiplall Basanta Lala as payable to him in connection with the sale of his shares in IFS. Couldiplall Basanta Lala may assign his right to receive some or all of the Consideration Shares to his daughters Anupama Basanta Lala and Divya Basanta Lala who will be employees of the IFS Group post-Completion. As holders of the Consideration Shares, Couldiplall Basanta Lala, Anupama Basanta Lala and Divya Basanta Lala will be subject to a Restricted Sale Agreement pursuant to which they will not be able to offer, sell, contract to sell, pledge, charge, agree to lend, grant options over or otherwise dispose of the Consideration Shares nor mandate any third party to do so, or announce the intention to do so save that they shall be released from the restriction on making any disposals of Consideration Shares on a pro rata basis over a four year period with 40 per cent. of the shares being released after two years, 35 per cent. being released after three years and 25 per cent. being released after four years.

   8              Integration, management and employees following the Acquisition 

The Board anticipates integrating the IFS Group to form the core of a new standalone division operating as the Group's new, emerging markets-focused platform. As a result, it is anticipated that all employees of the IFS Group will continue to be employed by the Enlarged Group following Completion. The Board attaches great importance to the skills and experience of the management and employees of the IFS Group and believes they will be an important factor in the success of the Enlarged Group.

As part of the Group's plan to utilise the existing IFS platform and market position to grow an emerging markets platform, the Board intends to both augment the existing the IFS Group's business and new emerging markets platform with additional, ongoing investment, as well as investing further across the Group given the increased scale and diversity the Acquisition contributes. This additional cost is expected to be approximately GBP3 million per annum and will be focused on business development opportunities as well as investing in functional capabilities to meet ongoing public company management and reporting requirements in the IFS Group. Furthermore, this additional anticipated cost will allow the Group to invest in business development and region specific capabilities in Singapore and Hong Kong to support the wider emerging markets growth plan.

The Group's management team have developed an integration and business plan behind the acquisition of the IFS Group and are well progressed on preparation for 'day 1' implementation from completion as well as working towards a '100 day' plan thereafter.

Given the increasing diversification of the Group's geographic footprint, client base and addressable market verticals, accelerated further by the acquisition of the IFS Group, some of the additional cost incurred as a result of the Acquisition is expected to further enhance capabilities within the head office, central and support functions. In addition, senior management team will be dividing more of their time across the Group's increasing geographic footprint. As part of this process, the current intention of the Group CFO, Spencer Daley, to move his main office location from Jersey to Mauritius following Completion for a period of 6 to 12 months.

   9              Dividend Policy 

The Board has adopted a progressive dividend policy. It still expects to retain sufficient capital to fund ongoing operating requirements, an appropriate level of dividend cover and funds to invest in the Group's long-term growth.

For the year ended 31 December 2015, the Company paid a dividend of 7p per share (2014: 4.9p per share).

It is expected that any final dividend of the Enlarged Group for the year ending 31 December 2016 will be proposed at its next Annual General Meeting. Capital Raising Shares and the Consideration Shares will qualify for this final dividend.

   10           Principal terms of the Capital Raising 

The Company proposes to issue Capital Raising Shares pursuant to the Capital Raising to raise approximately GBP94.5 million, before expenses. Investec has made arrangements to conditionally place the Firm Placing Shares with Firm Placees, and to conditionally place the Open Offer Shares with Placees subject to claw-back to satisfy valid applications by Qualifying Shareholders under the Open Offer, in each case pursuant to the Sponsor and Placing Agreement, or failing which, to subscribe for such Firm Placing Shares or such Open Offer Shares itself.

The Offer Price was set having regard to the prevailing market conditions and the size of the Capital Raising. The Offer Price represents a discount of approximately 1.0 per cent. to the Closing Price of 494.75 per Existing Ordinary Share on 29 November 2016 (being the last Business Day before the announcement of the Capital Raising). The Directors believe that it is necessary to offer the Capital Raising Shares at a discount to complete the Capital Raising to allow the Company to raise the required funding and accordingly believe that such discount is in the best interests of the Shareholders, and that the Offer Price is appropriate for the Capital Raising.

The Capital Raising is conditional, amongst other things, on:

   --      the Resolutions being passed by the Shareholders at the General Meeting; 
   --      the Sponsor and Placing Agreement becoming unconditional; and 
   --      Admission of the Capital Raising Shares becoming effective. 

The Capital Raising is expected to result in 19,286,860 Capital Raising Shares being issued (representing approximately 14.3 per cent. of the Enlarged Share Capital immediately following Admission of the Capital Raising Shares). The issue of the Capital Raising Shares is subject to the terms and conditions of the Sponsor and Placing Agreement.

Assuming Completion takes place, the Capital Raising proceeds of approximately GBP90.1 million (net of expenses) will be applied to finance the cash consideration payable under the Acquisition Agreement and the associated transaction costs, and to reduce the Group's net debt.

The Capital Raising Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends or other distributions declared, made or paid after the date of their issue. The Capital Raising Shares will be in registered form and capable of being held in certificated form or uncertificated form in CREST.

Application will be made for the Capital Raising Shares to be admitted to listing on the premium segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities. It is expected that Admission of the Capital Raising Shares will become effective and dealings in the Capital Raising Shares will commence at 8:00 a.m. on 19 December 2016.

   10.1        The Firm Placing 

Investec, as agent of the Company, has made arrangements to conditionally place the Firm Placing Shares with institutional investors at the Offer Price, of failing which, to subscribe for such Firm Placing Shares itself subject to the terms and conditions of the Sponsor and Placing Agreement.

The Firm Placing will proceed under existing shareholder authorities to allot Ordinary Shares for cash on a non-pre-emptive basis, subject to the Placing and Open Offer proceeding and the other conditions of the Capital Raising being satisfied. The Firm Placing is not conditional on the Acquisition proceeding and may proceed even if the Acquisition does not. In this scenario the Firm Placing would only relate to an investment in the Group and not an investment in the Enlarged Group.

The Firm Placing Shares represent approximately 60.0 per cent. of the Capital Raising Shares and approximately 8.6 per cent. of the Enlarged Share Capital immediately following Admission of the Capital Raising Shares.

   10.2        The Open Offer 

Qualifying Shareholders are invited, subject to the terms and conditions of the Open Offer, to subscribe for Open Offer Shares pro rata to their holdings as at the Record Date at the Offer Price per Share of 490 pence, payable in full in cash on application, free of all expenses, on the basis of:

1 Open Offer Share for every 15 Existing Ordinary Shares

in each case rounded down to the nearest whole number of Open Offer Shares. To the extent that the Open Offer Shares are not taken up by Qualifying Shareholders under the Open Offer, an equivalent number of shares will be subscribed by institutional investors pursuant to the Placing.

The Open Offer is not a rights issue. Qualifying CREST Shareholders should note that, although the Open Offer Entitlements will be admitted to CREST and be enabled for settlement in CREST, the Open Offer Entitlements will not be tradeable or listed and applications in respect of the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear's Claims Processing Unit. Qualifying Non-CREST Shareholders should note that their Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should be aware that in the Open Offer, unlike in a rights issue, any Open Offer Shares not applied under the Open Offer for will not be sold in the market or placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer, and Qualifying Shareholders who do not apply to take up their Open Offer Entitlements will have no rights under the Open Offer or receive any proceeds from it.

The Open Offer will proceed, subject to Shareholder approval of the Resolution to disapply pre-emption rights in relation to the allotment of the Open Offer Shares pursuant to the Placing and Open Offer, and the other conditions of the Capital Raising being satisfied. The Open Offer is not conditional on the Acquisition proceeding and may proceed even if the Acquisition does not. In this scenario the Open Offer would only relate to an investment in the Group and not an investment in the Enlarged Group.

The Open Offer Shares represent approximately 40.0 per cent. of the Capital Raising Shares and approximately 5.7 per cent. of the Enlarged Share Capital immediately following Admission of the Capital Raising Shares.

The rights attaching to the Open Offer Shares will be uniform in all respects and will form a single class for all purposes. The Open Offer Shares are not being made available in whole or in part to the public except under the terms of the Open Offer. In the event that the Open Offer does not become unconditional by 8.00 a.m. on 19 December 2016 or such later time and date as the Company and the Investec shall agree, the Open Offer will lapse and application monies will be returned by post to applicants, at the applicants' risk and without payment of interest, to the address set out on the Application Form, within 14 days thereafter.

   10.3        The Placing 

Investec, as agent of the Company, has made arrangements to conditionally place the Open Offer Shares with institutional investors at the Offer Price, or failing which, to subscribe for such Open Offer Shares itself. The commitments of the Placees are subject to clawback in respect of valid applications for Open Offer Shares by Qualifying Shareholders pursuant to the Open Offer.

Subject to waiver or satisfaction of the conditions and the Sponsor and Placing Agreement not being terminated in accordance with its terms, if valid applications are not received from Qualifying Shareholders for all of the Open Offer Shares by 11.00 a.m. on 14 December 2016, the number of Open Offer Shares not so applied for will be subscribed at the Offer Price by such Placees pursuant to the Placing or, failing which, Investec.

The Placing will proceed, subject to Shareholder approval of the Resolution to disapply pre-emption rights in relation to the allotment of the Open Offer Shares pursuant to the Placing and Open Offer, and on the other conditions of the Capital Raising being satisfied. The Placing is not conditional on the Acquisition proceeding and may proceed even if the Acquisition does not. In this scenario the Placing would only relate to an investment in the Group and not an investment in the Enlarged Group.

   10.4        Effect of the Capital Raising 

Immediately following Admission of the Capital Raising Shares, the Enlarged Share Capital is expected to be 135,008,262 Ordinary Shares. On this basis, the Capital Raising Shares will represent approximately 14.3 per cent. of the Enlarged Share Capital immediately following Admission of the Capital Raising Shares.

Following the issue of the Firm Placing Shares to be allotted pursuant to the Firm Placing, Shareholders, regardless of whether they take up their full entitlements under the Open Offer or not, will suffer a dilution of up to approximately 9.1 per cent. of their interests in the Company.

Expected timetable of principal events

All times are London times. Each of the times and dates in the table below is indicative only and is subject to change without further notice.

 
                                                       Time and date 
 Record Date for Open Offer Entitlements                6.00 p.m. on 
  under the Open Offer                                   28 November 
                                                                2016 
 Announcement of the Acquisition                         30 November 
  and the Capital Raising                                       2016 
 Publication and posting of the                          30 November 
  Combined Prospectus, the Application                          2016 
  Form and Form of Proxy 
 Ex entitlement date for the Open                        30 November 
  Offer                                                         2016 
 Open Offer Entitlements enabled                        8.00 a.m. on 
  in CREST and credited to stock                     1 December 2016 
  accounts of Qualifying CREST Shareholders 
  in CREST 
 Recommended latest time for requesting                 4.30 p.m. on 
  withdrawal of Open Offer Entitlements              8 December 2016 
  from CREST 
 Latest time and date for depositing                    3.00 p.m. on 
  Open Offer Entitlements into CREST                 9 December 2016 
 Latest time and date for splitting                     3.00 p.m. on 
  of Application Forms (to satisfy                       12 December 
  bona fide market claims only)                                 2016 
 Latest time and date for receipt                      11.30 a.m. on 
  of Forms of Proxy/CREST Proxy                          14 December 
  Instructions                                                  2016 
 Latest time and date for acceptance                   11.00 a.m. on 
  and payment in full under the                          14 December 
  Open Offer                                                    2016 
 Announcement of results of Capital                      16 December 
  Raising through Regulatory Information                        2016 
  Service 
 General Meeting                                       11.30 a.m. on 
                                                         16 December 
                                                                2016 
 Admission and commencement of                          8.00 a.m. on 
  dealings in Capital Raising Shares                     19 December 
                                                                2016 
 Capital Raising Shares credited              as soon as practicable 
  to CREST accounts (uncertificated                  after Admission 
  holders only)                                       of the Capital 
                                                      Raising Shares 
 Despatch of definitive share certificates             no later than 
  in respect of the Capital Raising                      21 December 
  Shares (where applicable)                                     2016 
 Completion of the Acquisition                           Expected in 
                                                       first quarter 
                                                             of 2017 
 Admission and commencement of                           Expected in 
  dealings in Consideration Shares                     first quarter 
                                                             of 2017 
 

APPIX

In this announcement, the following expression have the following meanings unless the context requires otherwise:

 
 Acquisition             the proposed acquisition of the 
                          entire issued share capital of 
                          IFS and IFS Trustees pursuant to 
                          the Acquisition Agreement 
 Acquisition             the agreement dated 30 November 
  Agreement               2016 between the Purchaser and 
                          the Vendors pursuant to which the 
                          Company conditionally agreed to 
                          acquire, through its indirect wholly-owned 
                          subsidiary Sanne (Mauritius) Limited, 
                          the entire issued share capital 
                          of IFS and IFS Trustees 
 Admission               the admission of the Firm Placing 
  of the Capital          Shares and the Open Offer Shares 
  Raising Shares          by the UKLA to listing on the premium 
                          segment of the Official List and 
                          by the London Stock Exchange to 
                          trading on the Main Market 
 Admission               the admission of the Consideration 
  of the Consideration    Shares by the UKLA to listing on 
  Shares                  the premium segment of the Official 
                          List and by the London Stock Exchange 
                          to trading on the Main Market 
 Application             the application form on which Qualifying 
  Form                    Non-CREST Shareholders may apply 
                          for Open Offer Shares under the 
                          Open Offer 
 Board                   the board of directors of the Company 
                          from time to time 
 Business Day            a day other than a Saturday or 
                          Sunday on which banks are generally 
                          open for non-automated business 
                          in the City of London 
 Capital Raising         the Firm Placing and the Placing 
                          and Open Offer 
 Capital Raising         means the Firm Placing Shares and 

  Shares                  the Open Offer Shares 
 certificated            a share or other security (as appropriate) 
  or in certificated      not in uncertificated form (that 
  form                    is, not in CREST) 
 Closing Price           the closing middle market quotation 
                          of an Existing Ordinary Share as 
                          derived from SEDOL 
 Combined Prospectus     the document comprising a combined 
                          prospectus and class 1 circular 
                          to shareholders in connection with 
                          the Acquisition and the Capital 
                          Raising which is expected to be 
                          published and posted to Shareholders 
                          on 30 November 2016 
 Company or              Sanne Group plc 
  the Issuer 
  or Sanne 
 Completion              completion of the Acquisition in 
                          accordance with the terms of the 
                          Acquisition Agreement 
 Consideration           the 5,844,507 new Ordinary Shares 
  Shares                  proposed to be issued by the Company 
                          pursuant to the Acquisition 
 CREST                   the relevant system (as defined 
                          in the CREST Regulations for paperless 
                          settlement of sales and purchases 
                          of securities and the holding of 
                          shares in uncertificated form in 
                          respect of which Euroclear is the 
                          operator (as defined in the CREST 
                          Regulations) 
 
 CREST Regulations       the Uncertificated Securities Regulations 
                          2001 (SI 2001/3755) (as applicable) 
                          or the Companies (Uncertificated 
                          Securities) (Jersey) Order 1999 
                          (as applicable), as amended from 
                          time to time 
 Directors               the directors of the Company, or 
                          the directors from time to time 
                          of the Company, as the context 
                          requires, and "Director" shall 
                          be construed accordingly 
 EEA or European         the European Union, Iceland, Norway 
  Economic Area           and Liechtenstein 
 EEA State               a member state of the EEA or the 
  or Member               European Union 
  State 
 Enlarged Group          the Group as enlarged by the Acquisition 
                          and the proceeds of the Capital 
                          Raising (following Completion, 
                          Admission of the Capital Raising 
                          Shares and Admission of the Consideration 
                          Shares, as applicable) 
 Enlarged Share          the Ordinary Shares in issue in 
  Capital                 the capital of the Company following 
                          Admission of the Capital Raising 
                          Shares and/or Admission of the 
                          Consideration Shares, as the context 
                          requires 
 European Union          the economic and political union 
  or EU                   of Member States which are located 
                          primarily in Europe 
 Existing Ordinary       the 115,721,401 Ordinary Shares 
  Shares                  in issue as at the date of this 
                          announcement 
 FCA                     the UK Financial Conduct Authority 
 Firm Placee             means any person that has conditionally 
                          agreed to subscribe for Firm Placing 
                          Shares 
 Firm Placing            means the conditional placing by 
                          Investec of the Firm Placing Shares 
                          on the terms and subject to the 
                          conditions contained in the Sponsor 
                          and Placing Agreement 
 Firm Placing            the 11,572,100 new Ordinary Shares 
  Shares                  which are to be issued pursuant 
                          to the Firm Placing 
 FLSV                    FLSV Fund Administration Services 
                          LLC 
 Form of Proxy           the form of proxy enclosed with 
                          the Combined Prospectus for use 
                          in connection with the General 
                          Meeting 
 FSC                     Mauritius Financial Services Commission 
 FSMA                    the Financial Services and Markets 
                          Act 2000, as amended 
 GDP                     gross domestic product, the monetary 
                          value of all the finished goods 
                          and services produced within a 
                          country's borders in a specific 
                          time period 
 General Meeting         the general meeting of the Company 
                          proposed to be held at 13 Castle 
                          Street, St Helier, Jersey, JE4 
                          5UT, at 11.30 a.m. on 16 December 
                          2016 to approve the Resolutions 
 Group                   the Company and its subsidiaries 
                          and its subsidiary undertakings, 
                          and when the context requires, 
                          its associated undertakings 
 IFS                     International Financial Services 
                          Limited 
 IFS Group               IFS, IFS Trustees and their respective 
                          subsidiaries and subsidiary undertakings 
 IFS Trustees            IFS Trustees 
 Investec or             Investec Bank plc of 2 Gresham 
  Sponsor                 Street London EC2V 7QP 
 ISIN                    International Securities Identification 
                          Number 
 Listing Rules           the rules of the FCA relating to 
                          the admission to the Official List 
                          made by the FCA under section 73A(2) 
                          of FSMA 
 London Stock            London Stock Exchange plc or its 
  Exchange                successor(s) 
 Main Market             the London Stock Exchange's main 
                          market for listed securities 
 New Ordinary            the Open Offer Shares, the Firm 
  Shares                  Placing Shares and the Consideration 
                          Shares 
 Notice of               the notice of General Meeting contained 
  General Meeting         in the Combined Prospectus 
 Offer Price             490 pence per Capital Raising Share 
 Official List           the Official List of the UK Listing 
                          Authority 
 Open Offer              the offer to Qualifying Shareholders 
                          constituting an offer to apply 
                          for the Open Offer Shares at the 
                          Offer Price on the terms and subject 
                          to the conditions set out in the 
                          Combined Prospectus, and in the 
                          case of the Qualifying Non-CREST 
                          Shareholders, the Application Form 
 Open Offer              the pro rata entitlement of Qualifying 
  Entitlement             Shareholders to subscribe for 1 
                          Open Offer Share for every 15 Existing 
                          Ordinary Shares registered in their 
                          name as at the Record Date, on 
                          and subject to the terms of the 
                          Open Offer 
 Open Offer              the 7,714,760 new Ordinary Shares 
  Shares                  to be offered to Qualifying Shareholders 
                          pursuant to the Open Offer and 
                          to Placees pursuant to the Placing 
 Ordinary Shares         the ordinary shares of GBP0.01 
                          in the capital of the Company from 
                          time to time 
 Overseas Shareholders   Shareholders with registered addresses 
                          outside the United Kingdom or who 
                          are citizens or residents of countries 
                          outside the United Kingdom 
 Placee                  any person who has agreed or shall 
                          agree to subscribe for Open Offer 
                          Shares pursuant to the Placing, 
                          subject to clawback to satisfy 
                          valid applications by Qualifying 
                          Shareholders under the Open Offer 
 Placing                 the placing of the Open Offer Shares 
                          at the Offer Price to Placees by 
                          Investec in accordance with the 
                          terms of the Sponsor and Placing 
                          Agreement, subject to clawback 
                          to satisfy valid applications by 
                          Qualifying Shareholders under the 
                          Open Offer 
 pounds sterling         the lawful currency of the United 
  or GBP                  Kingdom 
 Purchaser               Sanne (Mauritius) Limited 
 Qualifying              Qualifying Shareholders holding 
  CREST Shareholders      Ordinary Shares in uncertificated 
                          form on the Record Date 
 Qualifying              Qualifying Shareholders holding 
  Non-CREST               Ordinary Shares in certificated 
  Shareholders            form on the Record Date 
 Qualifying              holders of Ordinary Shares on the 
  Shareholders            register of members of the Company 
                          at the Record Date with the exclusion 
                          of Overseas Shareholders with a 
                          registered address or resident 
                          in any Excluded Territory 
 Record Date             6.00 p.m. on 28 November 2016 

 Receiving               Equiniti Limited, Aspect House, 
  Agent or Equiniti       Spencer Road, Lancing, West Sussex 
                          BN99 6DA 
 Regulatory              one of the regulatory information 
  Information             services authorised by the UKLA 
  Service                 to receive, process and disseminate 
                          regulatory information from listed 
                          companies 
 Resolutions             the resolutions set out in the 
                          Notice of General Meeting 
 SEDOL                   the London Stock Exchange Daily 
                          Official List 
 Shareholder             a holder of Ordinary Shares from 
                          time to time 
 Sponsor and             the sponsor and placing agreement 
  Placing Agreement       dated 30 November 2016 between 
                          the Company and Investec 
 UK Listing              the FCA in its capacity as the 
  Authority               competent authority for the purpose 
  or UKLA                 of Part VI of FSMA 
 United Kingdom          the United Kingdom of Great Britain 
  or UK                   and Northern Ireland 
 United States           the United States of America, its 
  or US                   territories and possessions, any 
                          state of the United States of America 
                          and the District of Columbia 
 USD, US dollars         the lawful currency of the United 
  or $                    States 
 Vendors                 Couldiplall Basanta Lala, Anupama 
                          Basanta Lala, Divya Basanta Lala 
                          and Kapil Dev Joory 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

ACQEBLBXQFFBFBD

(END) Dow Jones Newswires

November 30, 2016 02:01 ET (07:01 GMT)