Paysafe Group PLC Announcement of Regulatory Clearances (8532Y)

TIDMPAYS

RNS Number : 8532Y

Paysafe Group PLC

08 December 2017

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

For immediate release

This announcement contains inside information

8 December 2017

RECOMMED CASH ACQUISITION

of

PAYSAFE GROUP PLC

by

PI UK BIDCO LIMITED

a newly formed company jointly-owned by a consortium of funds managed by

Blackstone and funds managed and/or advised by CVC (together, the

"Consortium")

to be effected

by way of a scheme of arrangement

under section 152 of the Isle of Man Companies Act 1931

Notice of Court Sanction hearing and update on Regulatory Clearances

Following the announcement of the results of the Court Meeting and Extraordinary General Meeting on 26 September 2017, Paysafe Group PLC ("Paysafe") is pleased to announce that all regulatory clearances, other than the approval of the Financial Services Commission of Mauritius (the "Mauritius Approval"), have been received in relation to the Acquisition and the Court Hearing to sanction the Scheme will be held in the Isle of Man on Monday 18 December 2017 at 2.30 p.m.

The Mauritius Approval is expected to be obtained before the time of the Court Hearing on 18 December 2017.

Timing of implementation of the Acquisition will be in accordance with the expected revised timetable (as set out below) of principal events in connection with the closing of the Acquisition announced on 4 August 2017 and described in the scheme document published by Paysafe on 31 August 2017 (the "Scheme Document").

 
 Event                           Expected time/date 
 Court Hearing to sanction     2.30 p.m. on Monday 18 
  the Scheme                    December 2017 
 Last day of dealings in       Tuesday 19 December 2017 
  and for the registration 
  of transfers of Paysafe 
  Shares 
 Scheme Record Time            6.00 p.m. on Tuesday 19 
                                December 2017 
 Suspension of dealings        7.30 a.m. on Wednesday 
  in Paysafe Shares             20 December 2017 
 Expected Effective Date       Wednesday 20 December 
  of the Scheme                 2017(1) 
 Cancellation of admission     8.00 a.m. on Thursday 
  of and dealings in Paysafe    21 December 2017 
  Shares 
 Expected date for despatch    Wednesday 3 January 2018 
  of cheques/settlement 
  through CREST 
 
 

Notes:

   (1)           This date will be the date the Court Order is delivered to the Companies Registry. 

All times shown are London times unless otherwise stated. All dates and times are based on current expectations and are subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Paysafe Shareholders by announcement through a Regulatory Information Service.

Unless otherwise defined, capitalised terms used in this announcement have the meaning given to them in the Scheme Document.

Enquiries:

Paysafe

 
 Andrew Griffin (SVP, Market Intelligence   Tel: to +44 (0) 
  and Investor Relations)                    20 3890 8762 
 

Lazard (Lead financial adviser to Paysafe)

 
 Cyrus Kapadia   Tel: +44 (0) 
                  20 7187 2000 
 Nicholas Page 
 

RBC Capital Markets (Financial adviser to Paysafe)

 
 Jason Gurandiano     Tel: +1 (212) 
                       428 6200 
 Erik-Jaap Molenaar 
 

Deutsche Bank AG, London Branch (Financial adviser and corporate broker to Paysafe)

 
 Adam Miller          Tel: +44 (0) 
  Charles Wilkinson    20 7545 8000 
 

Brunswick Group (Public relations adviser to Paysafe)

 
 Brian Buckley     Tel: +44 (0) 
                    20 7404 5959 
 Jonathan Glass 
 

Lazard & Co., Limited, which is authorised by and regulated by the FCA in the United Kingdom, is acting exclusively as lead financial adviser to Paysafe and no one else in connection with the Acquisition and will not be responsible to anyone other than Paysafe for providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither Lazard & Co., Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard & Co., Limited in connection with this announcement, any statement contained herein or otherwise.

RBC Europe Limited (trading as RBC Capital Markets), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Paysafe and no one else in connection with the Acquisition and will not be responsible to anyone other than Paysafe for providing the protections afforded to clients of RBC Capital Markets nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither RBC Europe Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of RBC Europe Limited in connection with this announcement, any statement contained herein or otherwise.

Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the PRA. It is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the PRA and FCA. Details about the extent of its authorisation and regulation by the PRA, and regulation by the FCA, are available on request. Deutsche Bank AG, acting through its London branch ("DB"), is acting as financial adviser and corporate broker to Paysafe and no one else in connection with the Acquisition and will not be responsible to anyone other than Paysafe for providing the protections afforded to clients of DB, nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither DB nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of DB in connection with this announcement, any statement contained herein or otherwise.

This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy, which contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document. Scheme Shareholders are strongly advised to read the formal documentation in relation to the Acquisition.

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

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.

Overseas shareholders

The laws of the relevant jurisdictions may affect the availability of the Acquisition to persons who are not resident in the United Kingdom or the Isle of Man. Persons who are not resident in the United Kingdom or the Isle of Man, or who are subject to laws of any jurisdiction other than the United Kingdom or the Isle of Man, should inform themselves about, and observe any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom or the Isle of Man should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom or the Isle of Man to vote their Paysafe Shares at the Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Paysafe Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

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

The Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this announcement and formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction. In the event that the Acquisition is implemented by way of a Takeover Offer and extended into the US, Bidco will do so in satisfaction of the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto. The Acquisition relates to the shares of a company incorporated in the Isle of Man and it is proposed to be made by means of a scheme of arrangement provided for under the laws of the Isle of Man. The Scheme will relate to the shares of an Isle of Man company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act. A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements and practices applicable in the UK and Isle of Man to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK and the Isle of Man and may not be comparable to the financial statements of US companies. However, if Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the US by Bidco and no one else. In addition to any such Takeover Offer, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Paysafe outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made they would be made outside the United States in compliance with applicable law, including the US Exchange Act.

Forward-looking statements

This announcement may contain certain "forward-looking statements" with respect to Bidco or Paysafe. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco or Paysafe and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the business of Bidco or Paysafe.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to the Consortium, Bidco or Paysafe or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. The Consortium, Bidco and Paysafe assume no obligation to update publicly or revise forward-looking or other statements contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per ordinary share for Paysafe for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Paysafe.

Right to switch to a Takeover Offer

Bidco reserves the right to elect, with the consent of the Takeover Panel and subject to the terms of the Bid Conduct Agreement, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of Paysafe as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if Bidco so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Part III of the Scheme Document.

Publication on website and availability of hard copies

In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Paysafe's website at www.paysafe.com/investors by no later than 12:00 noon on the Business Day following this Announcement. Neither the contents of this website nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this Announcement, free of charge, by contacting Credit Suisse on [phone], Lazard on [phone] or RBC Capital Markets on [phone]. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Information relating to Paysafe Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Paysafe Shareholders, persons with information rights and other relevant persons for the receipt of communications from Paysafe may be provided to the Consortium and Bidco during the Offer Period as required under section 4 of Appendix 4 of the Code.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror, and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Takeover Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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December 08, 2017 08:40 ET (13:40 GMT)