Camelot Capital Partners LLC Offer Wholly Unconditional (3936R)

TIDMSYN

RNS Number : 3936R

Camelot Capital Partners LLC

29 October 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 THAT JURISDICTION

RECOMMED CASH OFFER

FOR

SYNNOVIA PLC ("Synnovia")

BY

BPF1 LIMITED ("BIDCO"), A WHOLLY-OWNED SUBSIDIARY OF FUNDS ADVISED BY CAMELOT CAPITAL PARTNERS LLC

Offer Wholly Unconditional

On 3 September 2019, the Bidco Director and the Independent Synnovia Directors announced the terms of a recommended offer to be made by Bidco for the entire issued and to be issued share capital of Synnovia, pursuant to Rule 2.7 of the Takeover Code (the "Offer"). The full terms and condition of the Offer, together with the procedures for acceptance of the Offer, were set out in the offer document issued by Synnovia on 23 September 2019 (the "Offer Document") and, in respect of certificated Synnovia Shares, the accompanying Form of Acceptance. On 11 October 2019 Synnovia announced the results of the General Meeting, which included the approval of the Management Shareholder Resolution, a key condition to the Offer. On 15 October 2019 Bidco announced that it would extend the Offer and that the Offer would remain open until 1:00pm on 28 October 2019.

Capitalised terms used in this announcement, unless otherwise defined, have the same meanings as set out in the Offer Document.

Level of acceptances

As at 1:00pm (London time) on 28 October 2019 Bidco had received valid acceptances of the Offer in respect of a total of 16,592,981 Synnovia Shares, representing approximately 42.6 per cent. of Synnovia's existing issued share capital, and 73.6 per cent. of the Synnovia shares to which the Offer relates. This includes acceptances for a total of 6,213,500 Synnovia Shares, representing approximately 15.9 per cent. of Synnovia's existing issued share capital in relation to irrevocable undertakings given by the Independent Synnovia Directors, certain other Synnovia Shareholders and Faisal Rahmatallah's (who is considered to be acting in concert with Bidco) FR SIPP shares.

Bidco's parent Company holds 11,659,513 Synnovia Shares and it has agreed to transfer those shares to Bidco along with the Management Shareholders who have agreed to transfer an additional 4,804,855 Synnovia Shares to Bidco pursuant to the Management Share Exchange Agreement, representing approximately in aggregate 42.2 per cent. of Synnovia's entire issued share capital. Accordingly, as at 1:00pm (London time) on 28 October 2019, Bidco owned or will own pursuant to the Management Share Exchange Agreement or had received valid acceptances in respect of a total of 33,057,349 Synnovia Shares, representing approximately 84.8 per cent. of Synnovia's entire issued share capital.

Bidco announces that it has decided to waive the acceptance condition under the Offer, in accordance with the Offer Document, to Synnovia Shares carrying in excess of 50 per cent. of the voting rights then normally exercisable at a general meeting of Synnovia. Given that the level of acceptances is now greater than 50 per cent., the Offer is now unconditional as to acceptances and wholly unconditional.

The Offer will remain open for further acceptance until 1:00pm (London time) on 11 November 2019.

The percentages listed in this announcement are based on a current issued share capital of 38,995,151 Synnovia Shares.

Cancellation from trading on AIM and re-registration

As the Offer is now unconditional as to acceptances and wholly unconditional, Synnovia has informed the London Stock Exchange that it wishes to cancel the admission to trading of the Synnovia Shares on AIM (the "Cancellation"). Cancellation is expected to take effect from 7:00am on 26 November 2019, being 20 business days from the date of this announcement. Following Cancellation, Bidco will seek to re-register Synnovia as a private limited company.

The Cancellation and the re-registration of Synnovia as a private limited company will significantly reduce the liquidity and marketability of any Synnovia Shares in respect of which the Offer has not been accepted at that time. Any remaining Synnovia Shareholders would become minority shareholders in a majority controlled private limited company and may therefore be unable to sell their Synnovia Shares. There can be no certainty that such minority Synnovia Shareholders would again be offered an opportunity to sell their Synnovia Shares on terms which are equivalent to or no less advantageous than those under the Offer.

Actions to be taken

Shareholders who have not yet accepted the Offer are urged to do so as soon as possible. If you hold your Synnovia Shares, or any of them, in Certificated Form (that is, not in CREST), to accept the Offer in respect of all or some of those Synnovia Shares, you must follow the procedure set out in paragraph 14.1 of the letter from Bidco included in the Offer Document. In particular, you must complete the personalised Form of Acceptance in accordance with the instructions printed on it and return the completed Form of Acceptance (along with your original share certificate(s) and/or other documents of title) by post or by hand (during normal business hours only) to Link Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and, in any event, so as to be received by no later than 1.00 pm (London time) on 11 November 2019. If you are posting in the UK, a reply-paid envelope has been provided for your convenience.

If you hold your Synnovia Shares, or any of them, in Uncertificated Form (that is, in CREST), to accept the Offer in respect of some or all of those Synnovia Shares, you must follow the procedure set out in paragraph 14.2 of the letter from Bidco so that the TTE Instruction settles as soon as possible and, in any event, no later than 1.00 pm (London time) on 11 November 2019. If you hold your Synnovia Shares as a CREST sponsored member, you should refer to your CREST Sponsor as only your CREST Sponsor will be able to send the necessary TTE Instruction to Euroclear.

If you require assistance in completing your Form of Acceptance (or wish to obtain an additional Form of Acceptance), or have questions in relation to this announcement, including making an electronic acceptance, please contact the Receiving Agent, Link Asset Services on 0371 664 0321. 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. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline is open between 9.00 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Link Asset Services cannot advise on the merits of the Offer nor provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Settlement of the consideration

Settlement of the consideration to which any accepting Synnovia Shareholder is entitled under the Offer will be despatched as follows: (i) in the case of acceptances which have been received and are valid and complete in all respects on the date of this announcement, by 12 November 2019; or (ii) in the case of acceptances which are valid and complete in all respects and received after the date of this announcement but while the Offer remains open for acceptance, within 14 calendar days of such receipt, in each case in the manner described in the Offer.

Interests in Synnovia Shares

As at the close of business on 28 October 2019, being the latest practicable date prior to publication of this announcement, the interests of Bidco and its concert parties and their immediate families, related trusts and connected persons, all of which are beneficial unless otherwise stated, in relevant securities were as follows:

 
 Name                  Type of relevant    Number of relevant      Approximate 
                        security held       securities              aggregate percentage 
                                                                    of the existing 
                                                                    issued share 
                                                                    capital, and 
                                                                    voting rights, 
                                                                    of Synnovia 
 Bidco                 Synnovia Shares                11,659,513                    29.9 
                      ------------------  ----------------------  ---------------------- 
 Faisal Rahmatallah    Synnovia Shares     2,761,669(1)(2)(3)(4)                     6.8 
                      ------------------  ----------------------  ---------------------- 
 Richard Vessey        Synnovia Shares                 2,591,865                     6.6 
                      ------------------  ----------------------  ---------------------- 
 Nicholas Ball         Synnovia Shares                   266,820                     0.7 
                      ------------------  ----------------------  ---------------------- 
 

(1) 1,946,170 of the Synnovia Shares in which Faisal Rahmatallah has an interest are registered in the name of Nicolino Assets Holdings Limited

(2) 202,434 of the Synnovia Shares in which Faisal Rahmatallah has an interest are registered in the name of Lawshare Nominees Limited as the nominee of Faisal Rahmatallah's self-invested personal pension provider

(3) 512,463 of the Synnovia Shares in which Faisal Rahmatallah has an interest are registered in the name of R&H Trust Co (Jersey) Limited

(4) 100,602 of the Synnovia Shares in which Faisal Rahmatallah has an interest are registered in the name of Lawshare Nominees Limited as the nominee of the self-invested personal pension provider of Jane Margaret O'Riordan, a connected person of Faisal Rahmatallah

With the exception of the interests set out above, as at close of business on 28 October 2019, being the latest practicable date prior to publication of this announcement, neither Bidco, nor any person acting in concert with it for the purposes of the Offer, is interested in or has any rights to subscribe for any Synnovia Shares, nor does any such person have any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement in relation to any relevant securities of Synnovia. For these purposes 'arrangement' includes any agreement to sell or any dealing obligation or right to require another person to purchase or take delivery of any relevant securities of Synnovia, and any borrowing or lending of any relevant securities of Synnovia which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to any relevant securities of Synnovia.

Enquiries:

 
Synnovia 
 Nick Ball (Group Finance Director)            Tel: [phone] 
 
 Numis Securities Limited (financial adviser   Tel: [phone] 
  to Bidco) 
 Stuart Ord 
 George Fry 
 Jono Mawson 
 
 Cenkos Securities plc (financial adviser and 
  nominated adviser to Synnovia) 
 Stephen Keys                                  Tel: [phone] 
 Callum Davidson 
 

Important Information

Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Bidco and no one else in connection with the Offer and other matters referred to in this announcement. In connection with these matters, Numis, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Bidco for providing the protections afforded to the clients of Numis nor for providing advice in relation to the matters referred to in this announcement.

Cenkos Securities plc ("Cenkos"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Synnovia and no-one else in connection with the Offer and other matters referred to in this announcement. In connection with these matters, Cenkos, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Synnovia for providing the protections afforded to the clients of Cenkos nor for providing advice in relation to the matters referred to in this announcement.

Further information

This announcement 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 Offer or otherwise. The Offer is being made solely by means of the Offer Document and the Form of Acceptance accompanying the Offer Document, which contains the full terms of, and Conditions to, the Offer, including details of how the Offer may be accepted. Any response to the Offer should be made only on the basis of information contained in the Offer Document. Synnovia Shareholders are advised to read the formal documentation in relation to the Offer carefully.

This announcement has been prepared for the purposes of complying with English law, the AIM 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 and regulations of any jurisdiction outside the United Kingdom.

Overseas jurisdictions

The distribution of this announcement in jurisdictions other than the United Kingdom and the ability of Synnovia Shareholders who are not resident in the United Kingdom to participate in the Offer may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Synnovia Shareholders who are not resident in the United Kingdom will need to 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. Further details in relation to overseas Synnovia Shareholders is contained in the Offer Document.

The Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, any Restricted Jurisdiction unless conducted pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction.

Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction except pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction and persons receiving this announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this announcement and/or the Offer Document and/or any other related document to a jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

Publication on website

A copy of this announcement will be available, free of charge (subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions), for inspection on Synnovia's website at www.synnovia.com/investors by no later than 12 noon (London time) on the Business Day following the publication of this announcement and will continue to be made available until the end of the Offer Period.

For the avoidance of doubt, neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into or forms part of this announcement.

Documents in hard copy form

Any person entitled to receive a copy of documents, announcements and information relating to the Offer is entitled to receive such documents and all information incorporated into such documents by reference to another source in hard copy form. Unless such a person makes such a request, a hard copy of this announcement and the Offer Document and any such information incorporated by reference in it will not be sent to that person. Such person may request that all future documents, announcements and information in relation to the Offer are sent to them in hard copy form.

Copies of this announcement and the Offer Document (and any information incorporated by reference in that document) and all future documents, announcements and information required to be sent to persons in relation to the Offer may be requested from the Receiving Agent, Link Asset Services on 0371 664 0321. 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 9.00 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Link Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Information relating to Synnovia Shareholders

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

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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October 29, 2019 03:00 ET (07:00 GMT)