Alternative Credit Investments PLC Scheme of Arrangement becomes Effective (2599S)

TIDMACI

RNS Number : 2599S

Alternative Credit Investments PLC

15 March 2021

NOT FOR RELEASE PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE.

15 March 2021

Recommended Cash Offer

for

Alternative Credit Investments plc ("ACI")

Scheme of Arrangement becomes Effective

Further to the announcement by ACI on 11 March 2021 relating to the Court's sanction of the Scheme, the ACI Board is pleased to announce that the Court Order has now been delivered to the Registrar of Companies and, accordingly, the Scheme has become Effective in accordance with its terms.

Settlement of Consideration

Under the terms of the Scheme, ACI Shareholders on the register of members of ACI at the Scheme Record Time (6:00 p.m. on 12 March 2021) will be entitled to receive 870 pence in cash per ACI Share held at the Scheme Record Time pursuant to the terms of the Scheme.

Settlement of the consideration to which any Scheme Shareholder is entitled will be effected by way of the despatch of cheques or the crediting of CREST accounts (for Scheme Shareholders holding Scheme Shares in certificated form and uncertificated form, respectively) by no later than 29 March 2021.

Delisting of ACI Shares

Dealings in ACI Shares were suspended with effect from 7:30 a.m. this morning. Applications have been made to the FCA and the London Stock Exchange in relation to the delisting of the ACI Shares from the premium segment of the Official List and the cancellation of the admission to trading of ACI Shares to the London Stock Exchange's main market, which are each expected to take place by 7.30 a.m. on 16 March 2021.

Enquiries

 
 Smith Square Partners (financial adviser to 
  ACI)                                                Tel: [phone] 
  Ben Mingay / John Craven                            7260 
 Liberum Capital Limited (corporate broker to 
  ACI)                                                Tel: [phone] 
  Gillian Martin / Cameron Duncan / Owen Matthews     2000 
 Brunswick Group LLP (communications adviser 
  to ACI)                                             Tel: [phone] 
  Nick Cosgrove / Pip Green                           5959 
 Numis (financial adviser to Waterfall and Bidco) 
  Stuart Ord / Nathan Brown / George Fry              Tel: [phone] 
                                                      1000 
 
   Garfield Advisory (communications adviser to 
   Waterfall) 
   Andrew Garfield                                    Tel: [phone] 
   Jason Nisse                                        2337 
                                                      Tel: [phone] 
                                                      8618 
 

Stephenson Harwood LLP are retained as legal adviser to ACI. Latham & Watkins LLP are retained as legal adviser to Waterfall and Bidco.

Important Notices

Smith Square Partners LLP ("Smith Square Partners"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for ACI and no one else in connection with the Acquisition and other matters set out in this Announcement and will not be responsible to anyone other than ACI for providing the protections afforded to clients of Smith Square Partners nor for providing advice in relation to the Acquisition or any other matters referred to in this Announcement. Neither Smith Square Partners nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Smith Square Partners in connection with this Announcement, any statement contained herein or otherwise.

Liberum Capital Limited ("Liberum") which is authorised and regulated by the FCA in the United Kingdom is appointed as corporate broker to ACI and is acting exclusively for ACI and no one else in connection with the Acquisition and other matters set out in this Announcement, and will not be responsible to anyone other than ACI for providing the protections afforded to clients of Liberum, nor for providing advice in relation to the Acquisition or any other matters referred to in this Announcement.

Numis Securities Limited ("Numis"), which is regulated by the FCA in the United Kingdom, is acting exclusively for Waterfall and Bidco and no one else in connection with the Acquisition and other matters set out in this Announcement and will not be responsible to anyone other than Waterfall and Bidco for providing the protections afforded to clients of Numis, or for providing advice in connection with the Acquisition or any matter referred to herein. Neither Numis nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Numis in connection with this Announcement, any statement contained herein or otherwise.

Further information

This Announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for, or any invitation to purchase or subscribe for, any securities, or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through and on the terms set out in the Scheme Document (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the offer document) which contains the full terms and conditions of the Acquisition. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document.

This Announcement does not constitute a prospectus or a prospectus exempted document.

Overseas jurisdictions

This Announcement has been prepared for the purpose of complying with English law, the Listing Rules and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

The laws of other relevant jurisdictions may affect the availability of the Acquisition to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action.

Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

The Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this Announcement and formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this Announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction.

The Acquisition relates to the shares of a company incorporated in England and it is proposed to be made by means of a scheme of arrangement provided for under English law. The Scheme will relate to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act. A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to the financial statements of US companies. However, if Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including section 14(e) of the US Exchange Act and Regulation 14E thereunder. In the event that the Acquisition is implemented by way of a Takeover Offer and extended into the US, Bidco will do so in satisfaction of the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto. Such Takeover Offer would be made in the US by Bidco and no one else. In addition to any such Takeover Offer, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in ACI outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made they would be made outside the United States in

compliance with applicable law, including the US Exchange Act.

Forward-looking statements

This Announcement may contain certain "forward-looking statements" with respect to Waterfall, Bidco and ACI. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. None of Waterfall, Bidco or ACI, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Waterfall, Bidco or ACI or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement. Bidco and ACI assume no obligation to update publicly or revise forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

Publication on website

A copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on the Offer Website at https://www.alternativecreditinvestments.co.uk/offer-for-aci/ by no later than 12.00 p.m. (London time) on the Business Day following this Announcement. For the avoidance of doubt, neither the contents of the Offer Website nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

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March 15, 2021 06:38 ET (10:38 GMT)