SafeCharge International Group Ltd Scheme of Arrangement becomes Effective (5654H)

TIDMSCH TIDMTTM

RNS Number : 5654H

SafeCharge International Group Ltd

01 August 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

1 August 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

Scheme of Arrangement becomes Effective

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, 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, pursuant to the Court Order granted by the Court sanctioning the Scheme pursuant to section 110(1) of the Companies Law of Guernsey, the Scheme became Effective today at 12.00 p.m and the entire issued and to be issued share capital of SafeCharge is now owned by Nuvei Bidco.

Scheme Shareholders on SafeCharge's register of members at the Scheme Record Time, being 6.00 p.m. on 31 July 2019, will receive US$5.55 for each Scheme Share held (or, if Scheme Shareholders have made a valid Sterling Currency Election, they will receive their consideration in GBP sterling calculated at the Sterling Currency Election Exchange Rate). Despatch of cheques and crediting of CREST accounts (for Scheme Shareholders holding Scheme Shares in certificated and uncertificated form, respectively) for the Cash Consideration due under the Scheme will take place as soon as practicable and in any event within 14 days of today, the Effective Date.

SafeCharge also confirms that dealings in SafeCharge Shares were suspended with effect from 7.30 a.m. earlier today. 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. tomorrow, 2 August 2019.

As disclosed in the scheme document dated 19 June 2019 sent to SafeCharge Shareholders in connection with the Acquisition (the "Scheme Document"), since the Scheme has now become Effective, each of SafeCharge's non-executive directors (Roger Withers, John Le Poidevin, Robert Caplehorn and Susanne Chishti) have tendered their resignations and will step down from SafeCharge's board, effective as of today's date.

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

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 has been implemented solely by means of the Scheme 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.

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.

Publication of this announcement

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.

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

SOADMGGRLMDGLZG

(END) Dow Jones Newswires

August 01, 2019 07:09 ET (11:09 GMT)