SafeCharge International Group Ltd Court Sanction of Scheme of Arrangement (3529H)

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RNS Number : 3529H

SafeCharge International Group Ltd

31 July 2019

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

FOR IMMEDIATE RELEASE

31 July 2019

RECOMMED CASH ACQUISITION

OF

SAFECHARGE INTERNATIONAL GROUP LIMITED ("SafeCharge")

BY

11411802 CANADA INC. ("Nuvei Bidco")

a wholly-owned indirect subsidiary of Nuvei Corporation ("Nuvei")

to be effected by means of a scheme of arrangement under Part VIII of The Companies (Guernsey) Law, 2008, as amended

Court determines to grant an order to sanction the Scheme of Arrangement

In connection with the recommended cash acquisition by Nuvei Bidco of the entire issued and to be issued share capital of SafeCharge, as announced on 22 May 2019, to be effected by means of a scheme of arrangement under Part VIII of The Companies (Guernsey) Law, 2008 (as amended), Nuvei and SafeCharge are pleased to confirm that, at the Court Hearing earlier today, the Court determined it would grant an order sanctioning the Scheme pursuant to section 110(1) of the Companies Law of Guernsey.

A copy of the scheme document dated 19 June 2019 sent or otherwise made available to SafeCharge Shareholders in connection with the Acquisition (the "Scheme Document") is available on SafeCharge's and Nuvei's websites at, respectively, www.safecharge.com and https://nuvei.com/en-us/.

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

Sanction and next steps

SafeCharge confirms that the Scheme Record Time will occur at 6.00 p.m. later today, 31 July 2019. Scheme Shareholders on SafeCharge's register of members at the Scheme Record Time will, if the Scheme becomes Effective, become entitled to be paid US$5.55 for each Scheme Share held (which may, subject to the Scheme Shareholder having made a valid Sterling Currency Election, be received in GBP sterling calculated at the Sterling Currency Election Exchange Rate). As previously announced, the latest time for SafeCharge Shareholders to make Sterling Currency Elections was at 1.00 p.m. earlier today and the Currency Election Facility has, therefore, now closed.

The Scheme will become Effective on the Effective Date, which is stated in the Court Order as 12.00 p.m. tomorrow, 1 August 2019. A further announcement will be made when the Scheme has become Effective.

There has been no change to the expected timetable of principal events for the Acquisition set out in the announcement issued by SafeCharge on 18 July 2019. Accordingly, today is the last day of dealings in, and registration of transfers of, SafeCharge Shares (other than the registration of the transfer of the Scheme Shares to Nuvei Bidco pursuant to the Scheme) on AIM and no transfers will be registered after the Scheme Record Time. It is also intended that dealings in SafeCharge Shares will be suspended from 7.30 a.m. tomorrow, 1 August 2019. SafeCharge has made an application to AIM for the cancellation of the admission to trading of SafeCharge Shares on AIM, which is expected to take effect at 8.00 a.m. on 2 August 2019.

The above times and dates are based on SafeCharge's current expectations and may be subject to change. If any of these times and/or dates change, SafeCharge will give notice of the revised times and/or dates to SafeCharge Shareholders by issuing an announcement through a Regulatory Information Service. Such announcement will also be made available on SafeCharge's and Nuvei's websites at, respectively, www.safecharge.com and https://nuvei.com/en-us/.

Helpline

If you have any questions relating to this announcement, please call the helpline on 0370 707 4040 (if calling from within the UK) or on [phone] (if calling from outside the UK). Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.30 a.m. - 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that neither the Registrar nor the Receiving Agent can provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Enquiries:

 
 Nuvei Corporation 
  Philip Fayer, Chairman and Chief Executive Officer 
  David Schwartz, Chief Financial Officer               +1 (514) 313 
  Scott Calliham, SVP, M&A and Strategy                  1190 
 Credit Suisse International (Financial Adviser 
  to Nuvei and Nuvei Bidco) 
  Gary Katz 
  Steven Geller 
  Joe Hannon                                            [phone] 
  Stephen Pick                                           8888 
 SafeCharge International Group Limited 
  David Avgi, Chief Executive Officer                   [phone] 
  Tsach Einav, Chief Financial Officer                        1725 
  c/o FTI Consulting                                      +44 (0) 7826 
  Jean Beaubois, Head of Investor Relations                  936619 
 Shore Capital (Financial Adviser, Broker and 
  Nominated Adviser to SafeCharge) 
  Simon Fine 
  Toby Gibbs                                            [phone] 
  Mark Percy                                             4090 
 FTI Consulting 
  Matthew O'Keeffe                                      [phone] 
  Elena Kalinskaya                                       1725 
 

Further information

This announcement is for information purposes only and is not intended to and does not constitute or form part of, any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise nor shall there be any sale, issuance or transfer of securities of SafeCharge in any jurisdiction in contravention of applicable law.

The Acquisition is being implemented solely by means of the Scheme Document (or if the Acquisition is to be implemented by way of a Takeover Offer, the offer document), which contains the full terms and conditions of the Acquisition. Each SafeCharge Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences to it (or to its beneficial owners) of the Acquisition.

Credit Suisse, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting as financial adviser exclusively for Nuvei and Nuvei Bidco and no one else in connection with the matters set out in this announcement and will not be responsible to any person other than Nuvei and Nuvei Bidco for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the content of this announcement or any matter referred to herein. Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this announcement, any statement contained herein or otherwise.

Shore Capital, which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser, broker and nominated adviser exclusively for SafeCharge and no one else in connection with the matters set out in this announcement and will not be responsible to any person other than SafeCharge for providing the protections afforded to clients of Shore Capital, nor for providing advice in relation to the content of this announcement or any matter referred to herein. Neither Shore Capital nor any of its subsidiaries or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Shore Capital in connection with this announcement, any statement contained herein or otherwise.

Notice to Overseas Shareholders

General

The release, publication or distribution of this announcement in or into jurisdictions other than the United Kingdom or Guernsey may be restricted by law and therefore any persons who are subject to the laws of other jurisdictions should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purpose of complying with English law, Guernsey law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England or Guernsey.

The Acquisition is not being made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws of that jurisdiction and no person may vote in favour of the Acquisition by any use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and formal documentation relating to the Acquisition will not be, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law or regulation), the Takeover Offer may not be made, directly or indirectly, in, into or from within any Restricted Jurisdiction.

Further details in relation to Overseas Shareholders are contained in the Scheme Document.

Notices to US investors in SafeCharge

The Acquisition relates to the shares of a Guernsey incorporated non-cellular company that is a "foreign private issuer" as defined in Rule 3b-4 under the US Exchange Act and is proposed to be effected by means of a scheme of arrangement under Guernsey law. Neither the US proxy solicitation rules nor (unless implemented by means of an offer) the tender offer rules under the US Exchange Act will apply to the Acquisition. Accordingly, the Scheme is subject to the disclosure requirements and practices applicable in Guernsey to schemes of arrangement and under the Code, which differ from the disclosure and procedural requirements of the US proxy solicitation rules and tender offer rules. Neither the SEC, nor any securities commission of any state of the United States, has approved the Acquisition, passed upon the fairness of the Acquisition or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States. Financial information relating to SafeCharge included in the Scheme Document has been, save where otherwise stated, prepared in accordance with International Financial Reporting Standards that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The receipt of cash by a beneficial owner of SafeCharge Shares pursuant to the Acquisition as consideration for the transfer of its Scheme Shares pursuant to the Scheme will be a taxable transaction for United States federal income tax purposes and may also be a taxable transaction under other applicable tax laws, including any applicable United States state and local, as well as non-US, tax laws. Each SafeCharge Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences to it (or to its beneficial owners) of the Acquisition.

SafeCharge is incorporated under the laws of Guernsey. All of the officers and directors of SafeCharge are residents of countries other than the United States and the majority of the assets of SafeCharge are located outside of the United States. As a result, it may not be possible to effect service of process within the United States upon SafeCharge or any of their respective officers or directors, or to enforce outside the United States judgements obtained against SafeCharge or any of their respective officers or directors in US courts, including, without limitation, judgements based upon the civil liability provisions of the US federal securities laws or the laws of any state or territory within the United States. It may not be possible to sue SafeCharge in a non-US court for violations of US securities laws. It may be difficult to compel SafeCharge and their respective affiliates to subject themselves to the jurisdiction and judgment of a US court.

If the Acquisition is implemented by way of a Takeover Offer and Nuvei Bidco determines to extend such offer into the United States, the offer will be made in compliance with applicable UK, Guernsey and US securities laws and regulations, including the US tender offer rules. In such circumstances, SafeCharge Shareholders are urged to read any documents relating to the Acquisition because they will contain important information regarding the Acquisition. Such documents will be available from SafeCharge at www.safecharge.com.

If Nuvei Bidco commences a Takeover Offer in respect of SafeCharge, in accordance with normal UK market practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Nuvei Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase shares or other securities of SafeCharge outside of the United States, other than pursuant to the Takeover Offer, until the date on which the Takeover Offer becomes Effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at http://www.londonstockexchange.com. Rule 14e-5 will not regulate the purchases or arrangement of purchases of shares in SafeCharge in the context of implementing the Acquisition by a Scheme of Arrangement.

Disclosure requirements

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

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

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

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

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

In accordance with the Code, normal UK practice and Rule 14e-5(b) of the US Exchange Act, Credit Suisse and its respective affiliates will continue to act as exempt principal trader in SafeCharge securities on AIM. These purchases and activities by exempt principal traders which are required to be made public in the UK pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent such information is made public in the UK.

Publication of this announcement and availability of hard copies

A copy of this announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on SafeCharge's and Nuvei's websites at, respectively, www.safecharge.com and https://nuvei.com/en-us/, by no later than 12 noon (London time) on the business day following this announcement. The contents of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.

SafeCharge Shareholders who receive this announcement in electronic form may, subject to applicable securities laws, request a hard copy of this announcement by contacting the Registrar on 0370 707 4040 (if calling from within the UK) or [phone] (if calling from outside the UK) or by submitting a request in writing to Computershare Investor Services (Guernsey) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6AH. Calls to the helpline outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.30 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales. Please note that the Registrar cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. Save as otherwise referred to above, a hard copy of this announcement will not be provided unless requested. SafeCharge Shareholders may, subject to applicable securities laws, also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

END

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(END) Dow Jones Newswires

July 31, 2019 10:27 ET (14:27 GMT)