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
11 NOVEMBER 2022
APPRECIATE GROUP PLC ( "APPRECIATE GROUP" )
PAYPOINT PLC ( "PAYPOINT" )
to be implemented by means of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006
DISCLOSURE UNDER RULE 2.10(C) OF THE TAKEOVER CODE
Update on the non-binding Letter of Intent given by The Ramsey Partnership Fund Limited
On 7 November 2022, the boards of directors of PayPoint and Appreciate Group announced that they had reached agreement on the terms of a recommended offer pursuant to which PayPoint will acquire the entire issued and to be issued share capital of Appreciate Group (the "Acquisition") to be effected by means of a Court-sanctioned scheme of arrangement between Appreciate Group and relevant Appreciate Group Shareholders under Part 26 of the Companies Act 2006 (the "Scheme") (the “Rule 2.7 Announcement”).
Capitalised terms used in this announcement, unless otherwise defined, shall have the meanings given to them in the Rule 2.7 Announcement.
As set out in the Rule 2.7 Announcement, PayPoint had received certain non-binding letters of intent to vote in favour of the Scheme at the Court Meeting and in favour of the Resolution to be proposed at the General Meeting.
The non-binding letter of intent given by The Ramsey Partnership Limited ("Ramsey") related to 7,486,300 Appreciate Group Shares, representing approximately 4.02 per cent. of the issued share capital of Appreciate Group as at the Latest Practicable Date.
On 10 November 2022, Paypoint was advised by Ramsey that it had since disposed of its entire holding of Appreciate Group Shares and were no longer in a position to vote in favour of the Scheme at the Court Meeting and in favour of the Resolution to be proposed at the General Meeting in relation to those Appreciate Group Shares.
As a result, with effect from such disposal, the non-binding letter of intent given to PayPoint by Ramsey has ceased to apply in respect of the Appreciate Group Shares so disposed of by Ramsey.
The person responsible for arranging the release of this announcement on behalf of PayPoint is Steve O'Neill, Corporate Affairs and Marketing Director of PayPoint plc.
Nick Wiles, Chief Executive Tel: 07442 968960
Alan Dale, Finance Director Tel: 07778 043962
Steve O'Neill, Corporate Affairs and Marketing Director Tel: 07919 488066
Jefferies International Limited (Financial adviser and corporate broker to PayPoint)
Simon Hardy Tel: 020 7029 8000
FGS Global (Public relations adviser to PayPoint)
Rollo Head Tel: 0207 251 3801
Jefferies International Limited ("Jefferies"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser and corporate broker to PayPoint and no one else in connection with the Acquisition or any matters referred to in this announcement. In connection with such matters, Jefferies, its affiliates and its or 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 PayPoint for providing the protections afforded to their clients or for providing advice in relation to the Acquisition, the contents of this announcement or any other matter referred to in this announcement or owe or accept any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person other than PayPoint in connection with the matters referred to in this announcement, or otherwise.
This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or a solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, invitation, solicitation, purchase, sale, issuance or exchange is unlawful. The Acquisition will be made solely by means of the Scheme Document (or, if applicable, the offer document containing any Takeover Offer) and the accompanying Forms of Proxy, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the resolution proposed in connection with the Acquisition. Any approval, decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the offer document containing any Takeover Offer).
This announcement does not constitute a prospectus or prospectus equivalent document. The New PayPoint Shares to be issued pursuant to the Acquisition are not being offered to the public by means of this announcement.
This announcement has been prepared in connection with proposals in relation to a scheme of arrangement pursuant to and for the purpose of complying with English law and the Takeover Code and 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. Nothing in this announcement should be relied on for any other purpose.
Appreciate Group and PayPoint urge Appreciate Group Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Acquisition, the New PayPoint Shares and the PayPoint Group.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws and/or regulations of those jurisdictions and therefore persons into whose possession this announcement comes who are subject to the laws and/or regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe any such applicable restrictions in their jurisdiction. In particular, the ability of persons who are not resident in the United Kingdom to vote their Appreciate Group Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located. Further details in relation to the Overseas Shareholders will be contained in the Scheme Document. Any failure to comply with any such 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.
Unless otherwise determined by PayPoint or required by the Takeover Code, and permitted by applicable law and regulation, the New PayPoint Shares to be issued pursuant to the Acquisition to Appreciate Group Shareholders will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such means from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. If the Acquisition is implemented by Takeover Offer (unless otherwise permitted by applicable law or regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone of interstate or foreign commerce of, or any facility of a national state or other securities exchange of any Restricted Jurisdiction) and the Takeover Offer will not be capable of acceptance by any such use, means instrumentality or facilities or from or within any Restricted Jurisdiction.
The availability of the New PayPoint Shares to Appreciate Group Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.
Further details in relation to Overseas Shareholders will be contained in the Scheme Document.
Additional information for US investors
Appreciate Group Shareholders in the United States should note that the Acquisition relates to the securities of a company incorporated in England and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. This announcement, the Rule 2.7 Announcement, the Scheme Document and certain other documents relating to the Acquisition have been or will be prepared in accordance with English law, the Takeover Code and UK disclosure requirements, format and style, all of which differ from those in the United States. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements of and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements of the United States tender offer and proxy solicitation rules. If, in the future, PayPoint exercises the right to implement the Acquisition by way of a Takeover Offer in accordance with the terms of the Co-operation Agreement and determines to extend the offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations, including any applicable exemptions under the US Exchange Act.
Appreciate Group's financial statements, and all financial information that is included in this Announcement and the Rule 2.7 Announcement and/or that may be included in the Scheme Document, or any other documents relating to the Acquisition, have been or will be prepared in accordance with IFRS and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.
The receipt of cash and shares pursuant to the Acquisition by a US holder as consideration for the transfer of its Appreciate Group Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Appreciate Group Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.
It may be difficult for US holders to enforce their rights and claims arising out of US federal securities laws, since PayPoint and Appreciate Group are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.
Neither the Securities Exchange Commission nor any securities commission of any state of the United States has approved the transaction, passed upon the fairness of the transaction or passed upon the adequacy or accuracy of this summary of this announcement. Any representation to the contrary is a criminal offence in the United States.
If PayPoint were to elect to implement the Acquisition by means of a Takeover Offer, in accordance with normal practice in the UK and consistent with Rule 14e-5(b) of the US Exchange Act, PayPoint, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Appreciate Group outside the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.
Notes regarding New PayPoint Shares
The New PayPoint Shares to be issued pursuant to the Scheme have not been and will not be registered under the relevant securities laws of Japan and the relevant clearances have not been, and will not be, obtained from the securities commission of any province of Canada. No prospectus in relation to the New PayPoint Shares has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission. Accordingly, the New PayPoint Shares are not being, and may not be, offered, sold, resold, delivered or distributed, directly or indirectly in or into a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of relevant laws of, or require registration thereof in, such jurisdiction (except pursuant to an exemption, if available, from any applicable registration requirements or otherwise in compliance with all applicable laws).
The New PayPoint Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. It is expected that the New PayPoint Shares will be issued in reliance upon the exemption from the registration requirements of the US Securities Act of 1933 (as amended) provided by Section 3(a)(10) thereof.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% 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) of the Takeover Code 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 Takeover Code, any person who is, or becomes, interested in 1% 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 of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover Code 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 of the Takeover Code.
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 of the Takeover Code).
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 +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication of this Announcement on website
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Appreciate Group's website at www.appreciategroup.co.uk/investors and on PayPoint's website at corporate.paypoint.com by no later than 12:00 p.m. on the Business Day following this announcement.
For the avoidance of doubt, the contents of this website and any websites accessible from hyperlinks on this website are not incorporated into and do not form part of this announcement.
Information relating to Appreciate Group Shareholders
Please be aware that addresses, electronic addresses and certain information provided by Appreciate Group Shareholders, persons with information rights and other relevant persons for the receipt of communications from Appreciate Group may be provided to PayPoint during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
Right to receive documents in hard copy form
Any person entitled to receive a copy of documents, announcements and information relating to the Acquisition is entitled to receive such documents in hard copy form free of charge. A person may also request that all future documents, announcements and information in relation to the Acquisition are sent to them in hard copy form. Hard copies of such documents, announcements (including this announcement), and information will not be sent unless requested.
In accordance with Rule 30.3 of the Takeover Code, Appreciate Group Shareholders, persons with information rights and participants in Appreciate Group Share Plans may request a hard copy of this announcement by contacting Appreciate Group's registrars, Computershare Investor Services PLC ("Computershare") during business hours on +44 (0)370 707 1226 or in writing at The Pavilions, Bridgwater Road, Bristol BS99 6ZY. Calls are charged at the standard geographical rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 a.m. to 5.30 p.m. (London time), Monday to Friday (except public holidays in England and Wales). Please note that Computershare cannot provide any financial, legal or tax advice. Calls may be recorded and monitored for security and training purposes. 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. Such persons 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.
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
For the purposes of Rule 2.9 of the Takeover Code, PayPoint confirms that, as at the Latest Practicable Date, it had in issue 68,981,053 ordinary shares of 1/3 pence each. The ISIN number of the ordinary shares is GB00B02QND93.