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RNS Number : 0813N
StatPro Group PLC
20 September 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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

20 September 2019

RECOMMENDED CASH OFFER

for

StatPro Group plc ("StatPro")

by

Ceres Bidco Limited ("Bidco")

a wholly owned subsidiary of Confluence Technologies, Inc.

to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006

 

Summary

·      The boards of directors of Confluence and StatPro are pleased to announce they have reached agreement on the terms of a recommended all cash offer pursuant to which Bidco will acquire the entire issued and to be issued ordinary share capital of StatPro (the "Acquisition").

·      Bidco is an English incorporated company formed within the group of (and under common control with) Confluence Technologies, Inc. ("Confluence") and ultimately controlled by funds managed and advised by TA Associates.

·      Under the terms of the Acquisition, each StatPro Shareholder will be entitled to receive:

for each StatPro Share held                230 pence in cash

·     The Acquisition values the entire issued and to be issued share capital of StatPro at approximately £161.1 million on a fully diluted basis. The Acquisition Price represents a premium of approximately:

·     54.9 per cent. to the Closing Price of 148.5 pence per StatPro Share on 19 September 2019, the Business Day prior to the date of this Announcement;

·    57.3 per cent. to the volume weighted average Closing Price of 146.2 pence per StatPro Share for the three months to 19 September 2019, the Business Day prior to the date of this Announcement; and

·      76.4 per cent. to the volume weighted average Closing Price of 130.4 pence per StatPro Share for the six months to 19 September 2019, the Business Day prior to the date of this Announcement.

·      The Acquisition is intended to be effected by means of a scheme of arrangement under Part 26 of the Companies Act (the "Scheme") (or if Bidco elects, with the consent of the Panel, by way of a Takeover Offer).

·     The boards of directors of Confluence and StatPro believe that there are strong strategic reasons for combining the two groups with their complementary geographic reach and products, and that this combination has the potential to deliver benefits to customers and other stakeholders.

·    The StatPro Directors, who have been so advised by Panmure Gordon as to the financial terms of the Acquisition, unanimously consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the StatPro Directors, Panmure Gordon has taken into account the commercial assessments of the StatPro Directors. Panmure Gordon is providing independent financial advice to the StatPro Directors for the purposes of Rule 3 of the Code.

·     Accordingly, the StatPro Directors intend to recommend unanimously that StatPro Shareholders vote in favour of the Scheme at the Court Meeting and the Special Resolution at the General Meeting, as the StatPro Directors have irrevocably undertaken to do in respect of their own beneficial holdings (and have undertaken to use reasonable endeavours to procure in respect of the beneficial holdings of their close relatives) being 10,404,138 StatPro Shares, in total representing approximately 15.8 per cent. of the issued share capital of StatPro as at the Last Practicable Date.

·     In addition, Bidco has received support for the Acquisition from StatPro Shareholders holding 32,555,698 StatPro Shares, in total representing approximately 49.4 per cent. of the issued share capital of StatPro (as at the Last Practicable Date). Such StatPro Shareholders have either given irrevocable undertakings or letters of intent to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting.

·      Bidco has therefore received irrevocable undertakings or letters of intent to vote in favour of the Scheme, in respect of a total of 42,959,836 StatPro Shares representing, in aggregate, approximately 65.2 per cent. of the issued share capital of StatPro as at the Last Practicable Date.

·     Further details of these irrevocable undertakings and letters of intent are set out in Appendix III to this Announcement.

·    The Scheme Document will include further information about the Acquisition, together with notices of the Court Meeting and the General Meeting and the expected timetable of the Scheme, and will specify the actions recommended to be taken by StatPro Shareholders. The Scheme Document will be sent to StatPro Shareholders as soon as reasonably practicable and, in any event (save with the consent of the Panel), within 28 days of this Announcement and will be made available by StatPro at www.statpro.com/investors/announcement and Bidco at https://www.confluence.com/confluence-statpro (subject to certain restrictions in relation to persons in Restricted Jurisdictions).

·    The Acquisition will be subject to the Conditions and certain further terms set out in Appendix I to this Announcement.

·    The Scheme is expected to become Effective in the fourth quarter of 2019, subject to the satisfaction or (where applicable) waiver of the Conditions.

·     The Scheme will be governed by English law and will be subject to the jurisdiction of the courts of England. The Scheme will be subject to the applicable requirements of the Code, the Panel, the rules of the London Stock Exchange and the AIM Rules.

Comments on the Acquisition

Commenting on the Acquisition, Rory Curran, Non-Executive Chairman of StatPro said:

"Confluence is an excellent and complementary partner both in terms of geographical disposition and product capabilities. The combined entity will offer asset managers and fund administrators a more comprehensive range of support services and analytics on one platform. For shareholders, this transaction values StatPro at a very attractive premium of 54.9 per cent. to StatPro's last closing share price. For our colleagues around the world, Confluence, who we have got to know well, have indicated that they plan to invest in StatPro and with their substantial resources will provide a wider range of opportunities."

Commenting on the Acquisition, Mark Evans, Chief Executive Officer of Confluence, said:

"We at Confluence have long respected the spirit of innovation and reputation of excellence that is StatPro.  With a deeply complementary product set, and a diverse geographic footprint, the combined companies have an opportunity to both better serve our clients and continue both organizations' history of creating truly innovative, transformative products that our industry has come to value.  We are committed to working together to create a company that continues to help define the future of asset management."

Commenting on the Acquisition, Jonathan W. Meeks, a Managing Director at TA Associates and a member of the board of directors of Confluence, said:

"TA Associates is delighted to support Confluence's acquisition of StatPro, a combination that we believe offers a significant opportunity to drive creativity and value to the asset servicing market. We expect that Confluence and StatPro's unique blend of subject-matter expertise, global reach and cultural fit will create further value not only for their customers and partners around the globe, but also for the industry as a whole."

General

This summary should be read in conjunction with, and is subject to, the full text of this Announcement (including its Appendices).

The Acquisition will be subject to the Conditions and Further Terms of the Acquisition and the Scheme set out in Appendix I to this Announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix II to this Announcement contains the sources of and bases of calculation for certain information contained in this Announcement.  Appendix III to this Announcement contains a summary of the irrevocable undertakings and letters of intent received in relation to the Acquisition. Appendix IV to this Announcement contains definitions of certain expressions used in this summary and in this Announcement. 

Market Soundings

Market soundings, as defined in the Market Abuse Regulation, were taken in respect of the Acquisition with the result that certain persons became aware of inside information, as permitted by the Market Abuse Regulation. That inside information is set out in this announcement. Therefore, those persons that received inside information in a Market Sounding are no longer in possession of inside information relating to StatPro and its securities.

Enquiries:

 

 

Confluence / Bidco

Tel: +1 412 802 8632

 

Mark Evans, CEO

 

 

Oakley Advisory (Financial Adviser to Confluence and Bidco)

Tel: +44 (0) 20 7766 6900

 

Chris Godsmark / Marc Jones / Max Gilbert

 

 

StatPro Group plc

Tel: +44 (0) 20 8410 9876

 

Justin Wheatley / Andrew Fabian

 

 

Marlin & Associates (Financial Adviser to StatPro)

Tel: +1 212 257 6300

 

Ken Marlin

 

 

 

Panmure Gordon (Financial Adviser, Rule 3 Adviser, Nominated Adviser and Broker to StatPro)

Tel: +44 (0) 20 7886 2500

 

Freddy Crossley / Fabien Holler / Toby Rolls / James Stearns

 

 

Instinctif Partners (PR Adviser to StatPro)

Tel: +44 (0) 20 7457 2020

 

Adrian Duffield / Kay Larsen / Chantal Woolcock

 

         

K&L Gates LLP is providing legal advice to Bidco. Fieldfisher LLP is providing legal advice to StatPro.

 

Important notices

Oakley Advisory, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Confluence and Bidco and for no one else in connection with the Acquisition or any matters referred to in this Announcement and will not be responsible to anyone other than Bidco for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement.

Panmure Gordon, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser, nominated adviser and broker to StatPro and for no one else in connection with the Acquisition or any matters referred to in this Announcement and will not be responsible to anyone other than StatPro for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement.

This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer, invitation, inducement or the solicitation of an offer to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities, or the solicitation of any vote or approval of an offer to buy securities in any jurisdiction (pursuant to the Acquisition or otherwise) nor shall there be any sale, issuance or transfer of any securities pursuant to the Acquisition in any jurisdiction in contravention of any applicable laws.

The Acquisition will be made solely by means of the Scheme Document or any document by which the Takeover Offer is made, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme. Any decision, vote or other response in respect of the Acquisition should be made only on the basis of information contained in the Scheme Document. StatPro will prepare the Scheme Document to be distributed to StatPro Shareholders at no cost to them. StatPro Shareholders are advised to read the formal documentation in relation to the Acquisition carefully once it becomes available because it will contain important information relating to the Acquisition.

This Announcement does not constitute a prospectus or prospectus-equivalent document.

This Announcement has been prepared for the purpose of complying with English 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 the United Kingdom.

Overseas jurisdictions

The release, publication or distribution of this Announcement in certain jurisdictions other than the United Kingdom may be restricted by law and the ability of StatPro Shareholders who are not resident in the United Kingdom to participate in the Acquisition may be restricted by the laws and/or regulations of those jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their Scheme Shares with respect to the Scheme at the Court Meeting or with respect to the Special Resolution at the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting and/or General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located.  Therefore, any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom or StatPro Shareholders who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.

The Acquisition will not be 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 form 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 any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction.

Further details in relation to StatPro Shareholders in overseas jurisdictions will be contained in the Scheme Document.

Notice to US investors

StatPro Shareholders in the United States should note that the Acquisition relates to the securities of a company organised under the laws of England and Wales and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. This Announcement, the Scheme Document and certain other documents relating to the Acquisition have been or will be prepared in accordance with English law, the Code and UK disclosure requirements, format and div, 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.

None of the securities referred to in this Announcement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States.

StatPro's financial statements, and all financial information that is included in this Announcement 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 International Financial Reporting Standards 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.

Forward Looking Statements

This Announcement contains certain statements about Bidco and StatPro that are, or may be deemed to be, "forward-looking statements" which are prospective in nature. All statements other than statements of historical fact, are or may be deemed to be, forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and are therefore subject to known and unknown risks and uncertainties which could cause actual results, performance or events to differ materially from the future results, performance or events expressed or implied by the forward-looking statements.  Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "targets", "aims", "projects", "goal", "objective", "outlook", "risks", "seeks" or words or terms of similar substance or the negative thereof, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might", "probably" or "will" be taken, occur or be achieved.  Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this Announcement. Any forward-looking statements made in this Announcement on behalf of Bidco or StatPro are made as of the date of this Announcement based on the opinions and estimates of directors of Bidco and StatPro, respectively. Each of Bidco and StatPro and their respective members, directors, officers, employees, advisers and any person acting on behalf of one or more of them, expressly disclaims any intention or obligation to update or revise any forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except as required by applicable law. Neither Bidco, StatPro nor their respective members, directors, officers or employees, advisers or any person acting on their behalf, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur.

No forward-looking or other statements have been reviewed by the auditors of Bidco or StatPro. All subsequent oral or written forward-looking statements attributable to Bidco, StatPro or to any of their respective members, directors, officers, advisers, employees or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.

Rounding

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.

No profit forecasts or estimates

Nothing in this Announcement is intended or shall be deemed to be a forecast, projection or estimate of the future financial performance of Bidco or StatPro for any period and no statement in this Announcement should be interpreted to mean that cash flow from operations, earnings, or earnings per share or income for the current or future financial years would necessarily match or exceed the historical published cash flow from operations, earnings, earnings per share or income of StatPro.

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) of the 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 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 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the 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 normally be deemed to be a single person for the purpose of Rule 8.3 of the 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 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 on website and availability of hard copies

A copy of this Announcement and the display documents required to be published pursuant to Rule 26.1 of the Code will be made available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on StatPro's website at www.statpro.com/investors/announcement and on Bidco's website at https://www.confluence.com/confluence-statpro by no later than 12 noon (London time) on the Business Day following this Announcement. 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.

Any person who is required to be sent a copy of this Announcement under the Code, and who has not received a hard copy of it, may request a hard copy of this Announcement (and any information incorporated by reference in this Announcement) by submitting a request in writing to Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or by calling Link Asset Services on 0871 664 0300 or +44 (0) 371 664 0300 if calling from outside the United Kingdom. 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. and 5:30 p.m., 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.

Save as otherwise referred to above, a hard copy of this Announcement will not be sent unless requested.  Any such person may also request that all future documents, announcements and information in relation to the Acquisition should be sent to them in hard copy form.   

Relevant securities in issue

In accordance with Rule 2.9 of the Code, StatPro confirms that, as at the date of this Announcement, its current issued share capital comprises 65,869,937 ordinary shares of 1 pence each. In addition, StatPro holds 3,033,713 StatPro Shares in treasury. The International Securities Identification Number for StatPro Shares is GB0006300213.

Electronic communications

Please be aware that all addresses, electronic addresses (if any) and certain other information provided by the StatPro Shareholders, persons with information rights and other relevant persons for the receipt of communications from StatPro may be provided to offerors (including Bidco) during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

General

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

 

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

THE ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

20 September 2019

RECOMMENDED CASH OFFER

for

StatPro Group plc ("StatPro")

by

Ceres Bidco Limited ("Bidco")

a wholly owned subsidiary of Confluence Technologies, Inc.

to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006

 

 

1.             Introduction

The boards of directors of Confluence and StatPro are pleased to announce they have reached agreement on the terms of a recommended all cash offer pursuant to which Bidco will acquire the entire issued and to be issued ordinary share capital of StatPro (the "Acquisition"). The Acquisition is intended to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.

Bidco is an English incorporated company within the corporate group of (and under common control with) Confluence and ultimately controlled by funds managed and advised by TA Associates.

2.             The Acquisition

Under the terms of the Acquisition, which shall be subject to the Conditions and Further Terms of the Acquisition and the Scheme set out in Appendix I to this Announcement and to be set out in the Scheme Document, StatPro Shareholders shall be entitled to receive:

for each StatPro Share held                        230 pence in cash

The Acquisition values the entire issued and to be issued share capital of StatPro at approximately £161.1 million on a fully diluted basis. The Acquisition Price represents a premium of approximately:

·    54.9 per cent. to the Closing Price of 148.5 pence per StatPro Share on 19 September 2019, the Business Day prior to the date of this Announcement;

·    57.3 per cent. to the volume weighted average Closing Price of 146.2 pence per StatPro Share for the three months to 19 September 2019, the Business Day prior to the date of this Announcement; and

·      76.4 per cent. to the volume weighted average Closing Price of 130.4 pence per StatPro Share for the six months to 19 September 2019, the Business Day prior to the date of this Announcement.

 Conditions to the Acquisition

The Acquisition will be subject to the Conditions and Further Terms of the Acquisition and the Scheme set out in Appendix I to this Announcement and which will be set out in the Scheme Document, including:

·      the approval by a majority in number of Scheme Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted;

·      the approval by StatPro Shareholders of the Special Resolution in connection with the implementation of the Scheme, by the requisite majority at the General Meeting;

·      the sanction of the Scheme by the Court;

·      the Scheme becoming Effective by no later than the Long Stop Date; and

·      the satisfaction of the other Conditions listed in Appendix I to this Announcement.

3.             Background to and reasons for the Acquisition

StatPro is a highly respected and well-known vendor of performance and attribution, portfolio analysis and other data and risk support services to asset managers and administrators worldwide, as evidenced by the high customer retention rates seen across its customer base.  Bidco believes that there is considerable strategic overlap between the respective businesses of Confluence and StatPro and clear opportunities to further develop the combined business across the UK, Continental Europe, North America and Asia. 

Bidco believes that, with investment, the Acquisition represents an opportunity to achieve greater client penetration for Confluence' regulatory reporting and investor communications products and services in the end markets in which StatPro has established long-standing relationships and an excellent reputation.  Furthermore, Confluence anticipates enabling StatPro to achieve greater market penetration of its products and services in the North American market. When combined, the product and service suite offered to asset managers and administrators will offer compelling value to asset servicers and managers the world over.

The Acquisition also brings Confluence greater scale in markets outside the United States. Bidco believes that StatPro presents a platform from which to grow Confluence's geographic reach, with the European market being a key strategic focus for Confluence.

4.             Recommendation by StatPro Directors

The StatPro Directors, who have been so advised by Panmure Gordon as to the financial terms of the Acquisition for the Purposes of Rule 3 of the Code, unanimously consider the terms of the Acquisition to be fair and reasonable. In providing advice to the StatPro Directors, Panmure Gordon has taken into account the commercial assessments of the StatPro Directors.

The StatPro Directors intend to recommend unanimously that StatPro Shareholders vote in favour of the Scheme at the Court Meeting and the Special Resolution at the General Meeting, as they have irrevocably undertaken to do in respect of their entire beneficial holdings of StatPro Shares (and as they have undertaken to use reasonable endeavours to procure in respect of the beneficial holdings of their close relatives), amounting in aggregate to 10,404,138 StatPro Shares, representing approximately 15.8 per cent. of the issued ordinary share capital of StatPro as at the Last Practicable Date.

5.             Background to and reasons for the StatPro Directors' recommendation

The StatPro Directors believe that the combined entities of Confluence and StatPro will create a leading supplier of services to the asset management and fund administration market. Significant synergies can be achieved by the combination, and new product distribution and cross selling opportunities will become possible that were not possible for StatPro on a stand-alone basis.

StatPro has made a significant investment building an industry leading cloud-based analytics platform Revolution for the asset management industry. The board of StatPro has determined that now the development cycle of this platform has been completed, the key requirement for StatPro is to expand its distribution capacity, especially in the important U.S. market to gain greater market penetration. Whilst investing further in StatPro's distribution was one option reviewed, the board considered that successful market penetration could be achieved at less risk by finding a partner that already had complementary products and distribution in the U.S. market.

The StatPro Directors believe that a combination with Confluence offers a significant opportunity for expansion both in terms of complementary products, and geographic reach. StatPro has approximately 30% of its revenue in North America, 55% in Europe and 15% in South Africa and the Pacific. Confluence generates a significant majority of its revenue in North America. The Directors of StatPro believe that the Enlarged Confluence Group will have a broader international sales network and enhanced US distribution. In terms of complementary product offering StatPro, computes performance and risk in precise detail, while Confluence offers process software that uses performance and risk data from other sources to provide regulatory services in US and European markets. The StatPro Directors believe the Enlarged Confluence Group will provide a complementary product offering to clients. Additionally, there are cross-selling opportunities as StatPro targets fund administrators to expand its market penetration and Confluence has 8 of the top 10 global retail fund service providers as clients, providing a strong platform for further penetration of StatPro's products.

The StatPro Directors believe that the strategic value of the combination is reflected in the Acquisition Price. The Acquisition Price represents a premium of:

·    54.9 per cent. to the Closing Price of 148.5 pence per StatPro Share on 19 September 2019, the Business Day prior to the date of this Announcement;

·    57.3 per cent. to the volume weighted average Closing Price of 146.2 pence per StatPro Share for the three months to 19 September 2019, the Business Day prior to the date of this Announcement; and

·     76.4 per cent. to the volume weighted average Closing Price of 130.4 pence per StatPro Share for the six months to 19 September 2019, the Business Day prior to the date of this Announcement.

The Acquisition therefore provides an opportunity for StatPro Shareholders to exit their investment at a substantial premium to the current StatPro share price level.

Accordingly, the StatPro Directors intend to recommend unanimously that StatPro Shareholders vote in favour of the Scheme at the Court Meeting and the Special Resolution at the General Meeting, as the StatPro Directors have irrevocably undertaken to do in respect of their own beneficial holdings.

6.             Irrevocable Undertaking and Letters of Intent

Bidco has also received an irrevocable undertaking and letters of intent from certain other StatPro Shareholders to vote (or to procure the voting) in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting in respect of a total of 32,555,698 StatPro Shares, representing, in aggregate, approximately 49.4 per cent. of the share capital of StatPro in issue on the Last Practicable Date.

Further details of the irrevocable undertaking and letters of intent, including the circumstances in which they may lapse, are set out in Appendix III to this Announcement.

7.             Information on Bidco and Confluence

Bidco

Bidco is a company limited by shares, incorporated on 13 September 2019 under the laws of England and Wales for the purpose of implementing the Acquisition. Bidco has not traded since the date of its incorporation and has not entered into any obligations other than in connection with the Acquisition and its financing. Bidco is a wholly-owned direct subsidiary of Confluence. The directors of Bidco are Mark Stephen Evans and Frederick Winston.

Confluence

Founded in 1991, Confluence is a private company offering financial services data management software platforms that offer mission-critical, trusted and innovative regulatory, investor communications and performance reporting solutions to the global asset management industry. Eight of the top 10 global retail fund service providers license Confluence products and all of the top 10 global asset managers have business processes automated through Confluence.  Headquartered in Pittsburgh, Pennsylvania, Confluence serves the international fund industry with locations in Ho Chi Minh City, London and Luxembourg.

Both Bidco and Confluence are ultimately controlled by funds managed and advised by TA Associates. In March 2018, TA Associates completed a majority investment in Confluence.

For the last financial year to 31 December 2018, Confluence and its direct and indirect subsidiary undertakings had more than $50 million of consolidated revenues.

Information on TA Associates

TA Associates is a US-headquartered investment firm with offices in Boston, Menlo Park, London, Mumbai and Hong Kong and employs approximately 170 people globally. TA Associates has raised more than $32 billion in capital since its founding in 1968 and is currently committing to new investments at the pace of over $2 billion per year.

TA Associates Management LP ("TA Investment Manager") advises 18 private equity funds (the "TA Funds"). As at end of 2018, the portfolio companies in which the TA Funds were invested employed in excess of 80,000 people and generated combined revenues of over $6 billion.

TA Associates is focused on targeted sectors within five industries - technology, healthcare, financial services, consumer and business services (including current investments in 42 technology companies). TA Associates invests in profitable, growing companies with opportunities for sustained growth, and has invested in more than 500 companies around the world. Investing as either a majority or minority investor, TA employs a long-term approach, utilising its strategic resources to help management teams build lasting value in high quality growth companies.

The TA Investment Manager is a Delaware limited partnership and acts as the registered investment adviser to each general partner of the TA Funds, each a Cayman limited partnership, and is registered with the SEC (registration number: SEC# 801-74026). The ultimate general partner of each TA Fund is TA Associates, L.P., a Delaware limited partnership or TA Associates Cayman, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (collectively referred to as, the "TA GP Entity"). Each of TA Investment Manager and the TA GP Entity, is ultimately wholly-owned by employees of TA Associates, comprised of its Managing Directors, Senior Advisers and Advisers.

8.             Information on StatPro 

StatPro Group is a publicly traded company on AIM (www.statpro.com) that provides cloud-based portfolio analytics, asset data services and data management tools for the global asset management industry and asset management service providers.

The Group has 10 offices in Europe, North America, South Africa and Australia, servicing in excess of 450 clients in 38 countries. It is organised into three divisions: Revolution, Source: StatPro and Infovest.

Revolution is a global provider of award-winning portfolio analytics solutions. The cloud-based platform offers vital analysis of portfolio performance, attribution, risk and compliance. Revolution helps clients reduce costs, improve client communication and control investment decisions.

Source: StatPro is a global market data business and provides Data-as-a-Service to Revolution to enable analytics. The division's integrated and global data coverage includes millions of securities covering the full range of financial instruments and benchmarks.

Infovest supplies data management solutions for the global asset management market, including data warehouse technology, ETL, compliance and reporting tools as well as portfolio management solutions.

9.             Intentions with regards to the business, employees, research and development and locations

StatPro's Business

 

Bidco has been granted access to StatPro's senior management team for the purpose of undertaking confirmatory due diligence. This has enabled Bidco to develop a preliminary strategy that it anticipates delivering for the StatPro business. Upon the Acquisition becoming Effective, Bidco will benefit from having greater access to the business, employees and customers of StatPro and will be able to formulate more detailed long-term strategic and operational plans for the Enlarged Confluence Group.

 

Bidco anticipates more detailed long-term strategic and operational planning in the six months following the Effective Date. This will include plans to integrate StatPro and Confluence product offerings to create additional value for current and potential customers, leverage Confluence' customer relationships to extend the reach and penetration of StatPro's current products and services, especially in North America, continue to invest in StatPro's product offerings and to align employees and management with these initiatives.

 

From the due diligence that Bidco has been able to conduct to date, Bidco believes that StatPro is a well-positioned business that will make an excellent partner for Confluence as it advances its European and international growth strategy organically and through acquisition. Bidco also recognises that StatPro's three divisions, Revolution, Source: StatPro and Infovest, each serves a different function, having differing degrees of adjacency or connection to existing Confluence products and services, and may result in the development of separate, focused strategies for each division.

 

StatPro's organisational structure complements Confluence's structure, which focuses on three core segments: Performance, Investor Communications and Regulatory Reporting. Therefore, where StatPro and Confluence have complementary industry domain knowledge, Bidco intends to share this actively across the Enlarged Confluence Group in order to benefit from its increased scale and international reach.

 

Revolution Division

 

StatPro's Revolution Division complements Confluence's existing product suite. As a result, the integration of Confluence's existing product suite and platforms with StatPro's Revolution platform is a high priority initiative.

 

Bidco intends to continue to support and service all existing StatPro software and has no current intentions to migrate StatPro's customers to new product platforms.

 

Source: StatPro Division

 

StatPro's Source: StatPro Division has some overlap and adjacencies with Confluence's existing operations, however Confluence does not currently offer its customers the breadth and depth of StatPro's data offering.  Bidco therefore believes that the Source: StatPro Division may be an attractive offering to Confluence's customers once part of the Enlarged Confluence Group and, in addition, may be able to source and provide data directly to existing Confluence customers if integrated with Confluence' Regulatory Reporting and Investor Communications platforms. This will be further explored as part of the post-Effective Date review, which will include:

 

·     reviewing the strategy and capabilities of the Source: StatPro Division and its product and service offerings, including the data covered and managed, automated services offered, customers served, pricing and cost structures;

 

·       an in-depth review of the competitive market standing of the Source: StatPro Division;

 

·     the identification of opportunities for additional investment in the data managed and covered by the Source: StatPro Division, with the objective being to drive profitable growth within the Source: StatPro Division; and

 

·       the rationalisation of any overlap that is identified in data coverage in the Enlarged Confluence Group.

 

Infovest Division

 

Bidco believes that the Infovest Division will require its own focused strategy as part of the Enlarged Confluence Group. This will be further explored as part of the post-Effective Date review, which will include:

 

·     reviewing the strategy of the Infovest Division, including its current product capabilities, customers served, pricing and cost structures;

 

·       an in-depth review of the competitive market standing of the Infovest Division, including whether integrating or utilizing additional Confluence technology or data management expertise may allow it to deliver and capture additional value from existing customers and present a more attractive product offering to potential customers; and

 

·       the identification of opportunities for additional investment in the software and services provided by the Infovest Division, with the objective being to drive profitable growth within the Infovest Division.

 

StatPro's sales function has limited geographical overlap with Confluence, but Confluence anticipates achieving greater sales success and accelerating channel sales across the Enlarged Confluence Group by leveraging StatPro's deep, long-standing customer relationships and sales expertise outside North America with Confluence's similar customer relationships and sales expertise in the United States.  By leveraging the expertise and combined and integrated technology offerings of the Enlarged Confluence Group after the Effective Date, the Enlarged Confluence Group will be able to create new and larger compelling product offerings to StatPro's and Confluence' existing and potential customers.  

 

Bidco intends to integrate the Enlarged Confluence Group's procurement capabilities to provide greater purchasing power to the StatPro Group.

 

It is anticipated that the Enlarged Confluence Group will continue to use StatPro's brand name and associated brands for at least twelve months after the Effective Date, whilst Confluence assesses the value of StatPro's brands and decides whether it will continue or discontinue their use.

 

Bidco and the Confluence Group intend to invest both organically and potentially via acquisitions to expand this market position. Acquisitions could involve smaller companies that fit within StatPro's existing offering or larger companies that sit adjacent to StatPro and Confluence (in terms of geography and/or product and service offerings).

 

Once StatPro ceases to be a listed company, Bidco will also perform a full review of StatPro's corporate (including PLC-related functions), technical and support functions. The review and integration process may identify opportunities to leverage skills and talents across the Enlarged Confluence Group and may also lead to the identification of surplus headcount where there is unnecessary duplication or where operational efficiencies can be achieved.

 

Bidco intends to maintain StatPro's existing corporate headquarters in London. In conjunction with the aforementioned review of functions, Bidco will also perform a full review of StatPro's nine other locations and this may lead to the identification of requirements for: new locations; locations for future growth and investment; and/or locations where there is unnecessary duplication or where operational efficiencies can be achieved. Bidco has no intentions to redeploy the fixed assets of StatPro.

 

Research and Development

 

Bidco will perform a full review of StatPro's product development roadmap and existing research and development functions. This may lead to the identification of areas where spend can be increased in order to develop new, highly valued functionality or accelerate the existing roadmap and/or it may lead to the identification of certain areas of surplus research and development headcount where operational efficiencies can be achieved across the Enlarged Confluence Group's existing research and development functions.

 

Employees

 

Bidco attaches great importance to the skills and experience of StatPro's employees, including its management team.  Bidco believes that the Acquisition will generally result in greater opportunities for StatPro's staff as part of the Enlarged Confluence Group, particularly in terms of activities that pertain to developing the world-leading, cloud-based performance and analytics solution fit-to-purpose for every global asset manager and asset servicer or administrator, integrating StatPro's existing data business with Confluence's existing Regulatory Reporting platform and expanding the market position of Confluence's existing software solutions in the UK and across Europe.

 

Following the Acquisition becoming Effective, Bidco intends to review the management, governance and incentive structure of StatPro. Bidco has confirmed that it will adopt and move forward with pay schemes for employees currently in place and that annual objectives for bonus eligible employees will likely be redefined to align with new annual and longer-term strategies.

 

Save as set out in paragraph 13 below, Bidco has not entered into, has not had discussions on proposals to enter into, and will not do so prior to the Acquisition becoming Effective, any form of incentivisation arrangements with members of StatPro's management, other than to confirm the above statement and to indicate that it may put in place incentive arrangements for certain members of the StatPro management team following completion of the Acquisition to achieve short-term and long-term objectives, commensurate with the position, relative contribution of the individual to the overall company, compensation history and private company norms.

 

As set out above, and following the full review of StatPro's support, technical, sales, corporate and research and development functions, Bidco would intend to reduce StatPro's headcount where any duplications or efficiencies are identified. It is considered likely that a number of corporate and support functions, including certain functions related to StatPro's status as a publicly listed company, may require reduced headcount.

 

Bidco does not expect or intend this further review to have a material impact on the employee base, balance of skills and functions at StatPro.

 

Non-executive directors

It is intended that each of the non-executive directors of StatPro will resign upon and with effect from the Effective Date (or, in the event that the Acquisition is implemented by a Takeover Offer, upon or shortly following the Takeover Offer becoming or being declared wholly unconditional).

Pensions

Bidco recognises the importance of the StatPro Group's pension obligations and of ensuring that its pension schemes are appropriately funded in accordance with statutory requirements.

 

The StatPro Group operates defined contribution pension arrangements in respect of its employees in the United Kingdom. Save as may be required under legislation, Bidco does not currently plan to make any changes to the terms of such defined contribution pension arrangements.

 

Trading facilities

 

StatPro Shares are currently admitted to trading on AIM. As set out in paragraph 15 of this Announcement, it is expected that, prior to the Effective Date, StatPro will make an application to the London Stock Exchange to effect the cancellation of the trading on AIM of the StatPro Shares to take effect on or shortly after the Effective Date.

Corporate reorganisation

Bidco is considering the possibility of a corporate reorganisation of the StatPro Group following the Effective Date, in order to make its corporate structure more efficient.  If implemented, this would result in Bidco becoming the immediate holding company of the current StatPro Group in place of StatPro, with the Company undertaking a solvent liquidation.  If implemented, any such re-organisation would not have any impact on the business of the StatPro Group or result in any headcount reduction nor alter any of Bidco's above stated intentions in any way.

Impact of the Acquisition on Confluence

Other than as described above, the Acquisition is not anticipated to have any impact on the Confluence Group's business, its employees or management.

No statements in this paragraph 9 are "post-offer undertakings" for the purposes of Rule 19.5 of the Code.

10.          Financing arrangements

The cash consideration payable by Bidco pursuant to the Acquisition will be funded through a combination of a £52.5 million irrevocable standby letter of credit provided by Silicon Valley Bank in favour of Bidco and with third-party debt of $180.0 million incurred by Confluence and on-lent to Bidco through intercompany loan arrangements.  Such third-party debt is to be provided under incremental term facilities to Confluence's existing credit facilities and arranged by Golub Capital LLC.

Oakley Advisory, in its capacity as financial adviser to Bidco, is satisfied that sufficient resources are available to Bidco to enable it to satisfy, in full, the cash consideration payable to StatPro Shareholders under the terms of the Acquisition.

11.          Structure of the Acquisition and the Scheme Document

Scheme

It is intended that the Acquisition will be effected by a Court-sanctioned scheme of arrangement between StatPro and the Scheme Shareholders under Part 26 of the Companies Act. Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer (with the consent of the Panel).

The purpose of the Scheme is to enable Bidco to become the owner of the whole of the issued and to be issued share capital of StatPro.

Under the Scheme, the Scheme Shares will be transferred to Bidco in consideration for which the Scheme Shareholders will receive the cash consideration on the basis set out in paragraph 2 of this Announcement. The Scheme will be subject to the Conditions and further terms referred to in Appendix I to this Announcement and to be set out in the Scheme Document. The Acquisition will lapse if the Scheme does not become Effective by the Long Stop Date.

Approval by the Court Meeting and the General Meeting

In order to become Effective, the Scheme requires:

(a)      the approval of a majority in number of the Scheme Shareholders who vote, representing not less than 75 per cent. in value of the Scheme Shares voted, either in person or by proxy, at the Court Meeting.  At the Court Meeting, voting will be by poll and not on a show of hands and, subject to the below, all Scheme Shareholders, appearing on StatPro's register of members at the Voting Record Time, will be entitled to vote at the Court Meeting and to cast one vote for each Scheme Share held;

(b)     the approval of not less than 75 per cent. of the votes cast, either in person or by proxy, of the Special Resolution to be proposed at the General Meeting (to be held directly after the Court Meeting) necessary in order to implement the Scheme, including to approve amendments to StatPro's articles of association to ensure that any StatPro Shares issued after the approval of the Scheme at the Court Meeting and the Scheme Record Time will be (i) subject to the Scheme and (ii) automatically acquired by Bidco (or its nominee(s)) on the same terms as under the Scheme. This will avoid any person (other than Bidco or its nominee(s)) being left with StatPro Shares after the Effective Date. At the General Meeting, all StatPro Shareholders, appearing on StatPro's register of members at the Voting Record Time, will be entitled to vote on the Special Resolution and to cast one vote for each StatPro Share held; and

(c)        all of the other Conditions to be satisfied or (where applicable) waived.

Application to the Court to sanction the Scheme

Once the necessary approvals have been obtained at the StatPro Meetings, and the other Conditions have been satisfied or (where applicable) waived (save for the Conditions set out at paragraph 1(c) of Part A of Appendix I to this Announcement), in order for the Scheme to be capable of becoming Effective, it must be sanctioned by the Court at the Scheme Court Hearing.

The Scheme will only become Effective once a copy of the Scheme Court Order is delivered to the Registrar of Companies. 

Lapsing of the Acquisition

The Acquisition will lapse if, amongst other things:

(a)      the approval of the requisite majorities of Scheme Shareholders at the Court Meeting is not obtained on or before the Long Stop Date; or

(b)       the approval of the requisite majority of StatPro Shareholders to pass the Special Resolution to be proposed at the General Meeting is not obtained on or before the Long Stop Date; or

(c)      the sanction of the Scheme by the Court (without modification or with modification on terms acceptable to Bidco and StatPro) and the delivery of a copy of the Scheme Court Order to the Registrar of Companies is not procured before the Long Stop Date.

Scheme becoming Effective

Upon the Scheme becoming Effective, it will be binding on all StatPro Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting, or whether they voted in favour of or against the Scheme. 

The Acquisition Price will be dispatched by Bidco to StatPro Shareholders no later than 14 days after the Effective Date. Share certificates in respect of StatPro Shares will cease to be valid and entitlements to StatPro Shares held within the CREST system will be cancelled.

Scheme Document

The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting and the expected timetable for the Scheme, and will specify the action to be taken by StatPro Shareholders. 

It is expected that the Scheme Document, together with the Forms of Proxy, will be dispatched to StatPro Shareholders and, for information only, to participants in the StatPro Share Option Plans as soon as practicable and, in any event, within 28 days of the date of this Announcement, unless Bidco and StatPro otherwise agree, and the Panel consents, to a later date.

General

The Scheme will be governed by the laws of England and Wales. The Scheme will be also subject to the applicable requirements of the Code, the Panel, the AIM Rules, the London Stock Exchange and the Financial Conduct Authority.

12.          Disclosure of interests in StatPro Shares

Bidco will make a public Opening Position Disclosure setting out details required to be disclosed by it under Rule 8.1(a) of the Code.

Save in respect of the irrevocable undertakings and letters of intent referred to in paragraphs 4 and 6 of this Announcement, as at the Last Practicable Date neither Bidco, nor any of its directors, nor, so far as Bidco is aware, any person acting in concert (within the meaning of the Code) with Bidco had (i) any interest in or right to subscribe for StatPro Shares; nor (ii) any short positions in respect of relevant StatPro Shares (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell, any delivery obligation or right to require another person to purchase or take delivery; nor (iii) borrowed or lent any StatPro Shares (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Code); nor (iv) is a party to any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Section C1 of the Code.

It has not been practicable for Bidco to make enquiries of all of its concert parties in advance of the release of this Announcement. Therefore, if Bidco becomes aware, following the making of such enquiries, that any of its concert parties have any such interests in relevant securities of StatPro, all relevant details in respect of Bidco's concert parties will be included in Bidco's Opening Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Code, which must, unless there are no such interests of which Bidco is aware, be made on or before 12 noon (London time) on 4 October 2019.

'Interests in securities' for these purposes arise, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person will be treated as  having an 'interest' by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to, securities.

13.          StatPro Share Option Plans and StatPro Growth Shares

Holders of options under the StatPro Share Option Plans will be contacted regarding the effect of the Acquisition on their rights under the StatPro Share Option Plans and appropriate proposals in accordance with Rule 15 of the Code will be made to such persons. Further details of those proposals will be set out in the Scheme Document and in separate communications to be sent to participants in the StatPro Share Option Plans.

The StatPro Growth Shares will convert into either ordinary shares or deferred shares in accordance with the provisions of the Company's articles of association. Those StatPro Growth Shares (expected to be the A Shares) with a target share price higher than the Acquisition Price will convert into ordinary shares, and those StatPro Growth Shares (expected to be the B Shares and C Shares) with a target price equal to or lower than the Acquisition Price will convert into deferred shares.

14.          Acquisition related arrangements

Confidentiality agreement

On 11 September 2019, Confluence and StatPro entered into a confidentiality agreement in relation to the Acquisition, pursuant to which each of Confluence and StatPro undertook, subject to certain exceptions, to keep information relating to the other party (the "Disclosing Party") and the Acquisition confidential, to use such information solely for the agreed purposes in connection with the Acquisition and not to disclose such information to third parties. The obligations of Confluence and StatPro under the confidentiality agreement terminate on the earlier of (i) the first anniversary of the date of the agreement (ii) on written notice to the Confluence or StatPro (as appropriate) by the Disclosing Party (iii) on Confluence and StatPro entering into a further agreement containing provisions concerning the confidentiality of the confidential information and (iv) completion of the Acquisition.

The confidentiality agreement also contains standstill provisions which, subject to certain exceptions, restricts the parties from using the confidential information to (i) deal in any securities of StatPro (ii) deal in any securities whose price or value may be related to or affected by the price or value of StatPro's securities (iii) deal in any derivative products related to any such securities or interests in any of them or (iv) encourage another person to deal in such securities, until the announcement of such confidential information by StatPro via a regulatory information service.

15.          Cancellation of admission to trading on AIM and re-registration

Prior to the Effective Date, StatPro will make an application to the London Stock Exchange for the cancellation of the admission to trading on AIM of the StatPro Shares to take effect on or shortly after the Effective Date. It is intended that dealings in StatPro Shares will be suspended at 5.00 p.m. (London time) on the Business Day prior to the Effective Date.

Shortly after the Effective Date and the cancellation of the admission to trading on AIM of the StatPro Shares, it is intended that StatPro will be re-registered as a private limited company pursuant to the relevant provisions of the Companies Act.

16.          Documents available on website

Copies of the following documents will, in accordance with Rule 26.2 of the Code, be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on StatPro's website at www.statpro.com/investors/announcement and on Confluence's website at https://www.confluence.com/confluence-statpro by no later than 12 noon on the Business Day following the date of this Announcement until the end of the Offer Period:

·     a copy of this Announcement;

·     the irrevocable undertakings and letters of intent referred to in paragraph 6 above;

·     the written consents of each of Oakley Advisory and Panmure Gordon referred to in paragraph 19 below;

·     the documents relating to the financing of the Acquisition referred to in paragraph 10 above; and

·     the confidentiality agreement described in paragraph 14 above. 

17.          Dividends

The StatPro Shares to be acquired under the Acquisition shall be acquired fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other rights and interests of any nature whatsoever and together with all rights now and hereafter attaching thereto, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this Announcement.

Further to the announcement of StatPro's interim results on 31 July 2019, in light of the Acquisition the board of StatPro has taken the decision to no longer go ahead with the payment of the interim dividend for the year ending 31 December 2019.

If any dividend or other distribution or return of value is authorised, declared, made or paid in respect of StatPro Shares on or after the date of this Announcement and prior to the Effective Date, Bidco reserves the right to reduce the Acquisition Price by an amount up to the per share amount of such dividend or other distribution, except where the StatPro Shares are or will be acquired pursuant to the Scheme on a basis which entitles Bidco to receive the dividend, distribution or return of value and to retain it.

If any such dividend, distribution or return of value is paid or made after the date of this Announcement and Bidco exercises its rights described above, any reference in this Announcement to the consideration payable under the Scheme shall be deemed to be a reference to the consideration as so reduced. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme.

18.          General

This Announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.

The Acquisition and the Scheme will be subject to the Conditions and certain further terms set out in Appendix I to this Announcement and to the full terms and conditions to be set out in the Scheme Document. Appendix II to this Announcement contains the sources and bases of certain information contained in this Announcement. Appendix III to this Announcement contains a summary of the irrevocable undertakings received in relation to the Acquisition. Appendix IV to this Announcement contains the definitions of certain terms used in this Announcement.

Bidco reserves the right, subject to the prior consent of the Panel, to elect to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued share capital of StatPro, as an alternative to the Scheme. In such an event, such offer will be implemented on the same terms (subject to appropriate amendments described in Part B of Appendix I to this Announcement), so far as applicable, as those which would apply to the Scheme.

If the Acquisition is effected by way of a Takeover Offer and such offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining StatPro Shares in respect of which the Takeover Offer has not been accepted.

Investors should be aware that Bidco may purchase StatPro Shares otherwise than under any Takeover Offer or scheme of arrangement relating to the Acquisition, such as in open market or privately negotiated purchases.

The availability of any such Takeover Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about and observe any applicable requirements.

19.          Consents

Oakley Advisory has given and has not withdrawn its written consent to the issue of this Announcement with the inclusion therein of the references to its name in the form and context in which it appears.

Panmure Gordon has given and has not withdrawn its written consent to the issue of this Announcement with the inclusion therein of the references to its name in the form and context in which it appears.

Enquiries:

 

 

Confluence / Bidco

Tel: +1 412 802 8632

 

Mark Evans, CEO

 

 

Oakley Advisory (Financial Adviser to Confluence and Bidco)

Tel: +44 (0) 20 7766 6900

 

Chris Godsmark / Marc Jones / Max Gilbert

 

 

StatPro Group plc

Tel: +44 (0) 20 8410 9876

 

Justin Wheatley / Andrew Fabian

 

 

Marlin & Associates (Financial Adviser to StatPro)

Tel: +1 212 257 6300

 

Ken Marlin

 

 

 

Panmure Gordon (Financial Adviser, Rule 3 Adviser, Nominated Adviser and Broker to StatPro)

Tel: +44 (0) 20 7886 2500

 

Freddy Crossley / Fabien Holler / Toby Rolls / James Stearns

 

 

Instinctif Partners (PR Adviser to StatPro)

Tel: +44 (0) 20 7457 2020

 

Adrian Duffield / Kay Larsen / Chantal Woolcock

 

         

K&L Gates LLP is providing legal advice to Bidco. Fieldfisher LLP is providing legal advice to StatPro.

 

Further Information

Oakley Advisory, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Confluence and Bidco and for no one else in connection with the Acquisition or any matters referred to in this Announcement and will not be responsible to anyone other than Bidco for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement.

Panmure Gordon, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint financial adviser, nominated adviser and broker to StatPro and for no one else in connection with the Acquisition or any matters referred to in this Announcement and will not be responsible to anyone other than StatPro for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement.

This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer, invitation, inducement or the solicitation of an offer to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities, or the solicitation of any vote or approval of an offer to buy securities in any jurisdiction (pursuant to the Acquisition or otherwise) nor shall there be any sale, issuance or transfer of any securities pursuant to the Acquisition in any jurisdiction in contravention of any applicable laws.

The Acquisition will be made solely by means of the Scheme Document, or any document by which the Takeover Offer is made, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme. Any decision, vote or other response in respect of the Acquisition should be made only on the basis of information contained in the Scheme Document. StatPro will prepare the Scheme Document to be distributed to StatPro Shareholders at no cost to them. StatPro Shareholders are advised to read the formal documentation in relation to the Acquisition carefully once it becomes available because it will contain important information relating to the Acquisition.

This Announcement does not constitute a prospectus or prospectus-equivalent document.

This Announcement has been prepared for the purpose of complying with English law, the Code and the AIM Rules 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.

Overseas jurisdictions

The release, publication or distribution of this Announcement in certain jurisdictions other than the United Kingdom may be restricted by law and the ability of StatPro Shareholders who are not resident in the United Kingdom to participate in the Acquisition may be restricted by the laws and/or regulations of those jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their Scheme Shares with respect to the Scheme at the Court Meeting or with respect to the Special Resolution at the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting and/or General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located.  Therefore, any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom or StatPro Shareholders who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.

The Acquisition will not be 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 form 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 any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction.

Further details in relation to StatPro Shareholders in overseas jurisdictions will be contained in the Scheme Document.

Notice to US investors

StatPro Shareholders in the United States should note that the Acquisition relates to the securities of a company organised under the laws of England and Wales and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. This Announcement, the Scheme Document and certain other documents relating to the Acquisition have been or will be prepared in accordance with English law, the Code and UK disclosure requirements, format and div, 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.

None of the securities referred to in this Announcement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States.

StatPro' financial statements, and all financial information that is included in this Announcement 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 International Financial Reporting Standards 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.

Forward Looking Statements

This Announcement contains certain statements in relation to Bidco and StatPro that are, or may be deemed to be, "forward-looking statements" which are prospective in nature. All statements other than statements of historical fact, are or may be deemed to be, forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and are therefore subject to known and unknown risks and uncertainties which could cause actual results, performance or events to differ materially from the future results, performance or events expressed or implied by the forward-looking statements.  Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "targets", "aims", "projects", "goal", "objective", "outlook", "risks", "seeks" or words or terms of similar substance or the negative thereof, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might", "probably"  or "will" be taken, occur or be achieved.  Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions.  Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements.  Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this Announcement.  Any forward-looking statements made in this Announcement on behalf of Bidco or StatPro are made as of the date of this Announcement based on the opinions and estimates of directors of Bidco and StatPro, respectively.  Each of the Bidco and StatPro and their respective members, directors, officers, employees, advisers and any person acting on behalf of one or more of them, expressly disclaims any intention or obligation to update or revise any forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except as required by applicable law. Neither Bidco and StatPro nor their respective members, directors, officers or employees, advisers or any person acting on their behalf, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur.

No forward-looking or other statements have been reviewed by the auditors of Bidco or StatPro. All subsequent oral or written forward-looking statements attributable to Bidco, StatPro or their respective members, directors, officers, advisers or employees or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.

Rounding

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.

No profit forecasts or estimates

Nothing in this Announcement is intended or shall be deemed to be a forecast, projection or estimate of the future financial performance of Bidco or StatPro for any period and no statement in this Announcement should be interpreted to mean that cash flow from operations, earnings, or earnings per share or income for the current or future financial years would necessarily match or exceed the historical published cash flow from operations, earnings, earnings per share or income of StatPro.

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) of the 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 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 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the 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 normally be deemed to be a single person for the purpose of Rule 8.3 of the 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 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 on website and availability of hard copies

A copy of this Announcement and the display documents required to be published pursuant to Rule 26.1 of the Code will be made available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on StatPro's website at www.statpro.com/investors/announcement and on Bidco's website at https://www.confluence.com/confluence-statpro by no later than 12 noon (London time) on the Business Day following this Announcement. 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.

Any person who is required to be sent a copy of this Announcement under the Code, and who has not received a hard copy of it, may request a hard copy of this Announcement (and any information incorporated by reference in this Announcement) by submitting a request in writing to Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or by calling Link Asset Services on 0871 664 0300 or +44 (0) 371 664 0300 if calling from outside the United Kingdom. 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 a.m. and 5:30 p.m., 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.

Save as otherwise referred to above, a hard copy of this Announcement will not be sent unless requested.  Any such person may also request that all future documents, announcements and information in relation to the Acquisition should be sent to them in hard copy form.   

Relevant securities in issue

In accordance with Rule 2.9 of the Code, StatPro confirms that, as at the date of this Announcement, its current issued share capital comprises 65,869,937 ordinary shares of 1 pence each. In addition, StatPro holds 3,033,713 StatPro Shares in treasury. The International Securities Identification Number for StatPro Shares is GB0006300213.

Electronic communications

Please be aware that all addresses, electronic addresses (if any) and certain other information provided by the StatPro Shareholders, persons with information rights and other relevant persons for the receipt of communications from StatPro may be provided to offerors (including Bidco) during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

General

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

 

 

Appendix I
Conditions and Further Terms of the Acquisition and the Scheme

Part A: Conditions of the Acquisition

The Acquisition is conditional upon the Scheme becoming unconditional and becoming Effective, subject to the Code, by no later than the Long Stop Date or such later date (if any) as Bidco and StatPro may agree and (if required) the Panel and the Court may allow.

1.         The Scheme shall be conditional on the following Conditions:

Scheme Approval

(a)       the approval of the Scheme at the Court Meeting (or at any adjournment of any such meeting) by a majority in number representing 75 per cent. or more in value of the Scheme Shareholders (or the relevant class or classes thereof, if applicable) present and voting, either in person or by proxy; 

(b)        the Special Resolution required to approve and implement the Scheme as set out in the notice of the General Meeting (including, without limitation, to amend StatPro's articles of association) being duly passed by the requisite majority required to pass such resolution at the General Meeting or at any adjournment of that meeting; and

(c)          the sanction of the Scheme by the Court (without modification or with modification on terms acceptable to Bidco and StatPro) and the delivery, by no later than the Long Stop Date, of a copy of the Scheme Court Order to the Registrar of Companies.

2.         In addition, subject as stated in Part B below and to the requirements of the Panel and in accordance with the Code, the Acquisition will be conditional upon the following Conditions and, accordingly, the Court Order will not be delivered to the Registrar of Companies unless such Conditions have been satisfied or, where relevant, waived:

Other third party clearances

(a)       no government or governmental, quasi-governmental, supranational, statutory, administrative or regulatory body or association, institution or agency (including any trade agency) or any court tribunal in any jurisdiction (each a "Relevant Authority") having taken or instituted or given written notice of any action, proceeding, suit, investigation, enquiry or reference (and, in each case, not having withdrawn the same) or enacted, made or proposed and there not continuing to be outstanding any statute, regulation, order or decision that would or would reasonably be expected to:

(i)        make the Acquisition or other acquisition of StatPro Shares, or control or management of StatPro by Bidco or any member of Wider Bidco Group void, unenforceable or illegal in any jurisdiction or directly or indirectly prohibit or otherwise materially restrict, materially delay or materially interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge or require material amendment to the terms of, the Scheme or the Acquisition or other acquisition of any StatPro Shares, or control or management of StatPro by Bidco or any member of the Wider Bidco Group;

(ii)       require, prevent or materially delay the divestiture (or alter the terms of any proposed divestiture) by the Wider Bidco Group (as a result of or in connection with the Acquisition) or the Wider StatPro Group of all or any material part of their respective businesses, assets or properties or impose any material limitation on their ability to conduct all or any part of their respective businesses and to own, control or manage any of their respective assets or properties;

(iii)       impose any limitation on, or result in any material delay in, the ability of any member of the Wider Bidco Group to acquire or hold or to exercise effectively, directly or indirectly, all or any rights of ownership of shares or other securities (or the equivalent) in, or to exercise management control over, any member of the Wider StatPro Group or on the ability of any member of the Wider StatPro Group to hold or to exercise effectively, directly or indirectly, all or any rights of ownership of shares or other securities (or the equivalent) in, or to exercise management control over, any other member of the Wider StatPro Group to an extent which is material in the context of the Wider StatPro Group taken as a whole or the Wider Bidco Group taken as a whole or material in the context of the Acquisition (as the case may be);

(iv)          except pursuant to Chapter 3 of Part 28 of the Companies Act, require any member of the Wider Bidco Group (as a result of or in connection with the Acquisition) or of the Wider StatPro Group to acquire or offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider StatPro Group or any member of the Wider Bidco Group owned by a third party (other than in the implementation of the Acquisition);

(v)           other than in the implementation of the Acquisition, require the divestiture by any member of the Wider Bidco Group of any shares, securities or other interests in any member of the Wider StatPro Group;

(vi)          impose any material limitation on, or result in any material delay in, the ability of any member of the Wider Bidco Group or the Wider StatPro Group to integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider Bidco Group and/or the Wider StatPro Group;

(vii)         result in any member of the Wider StatPro Group ceasing to be able to carry on business under any name under which it presently does so, to an extent which is material in the context of the Wider StatPro Group taken as a whole or the Wider Bidco Group taken as a whole or material in the context of the Acquisition (as the case may be); or

(viii)     otherwise materially and adversely affect the business, assets, financial or trading position or profits of any member of the Wider StatPro Group,

and all applicable waiting and other time periods (including extensions thereof) during which any such Relevant Authority could decide to take, institute or threaten any such action, proceeding, suit, investigation, enquiry or reference having expired, lapsed or been terminated; provided that, for the avoidance of doubt, this paragraph 2.(a) shall not apply to any action taken by a Relevant Authority in relation to a contract or arrangement with a member of the Wider StatPro Group entered into in the ordinary course of its business;

(b)        other than in relation to the approvals referred to in paragraph 2(a) above, all material filings, applications and/or notifications which are necessary under applicable legislation or regulation of any relevant jurisdiction having been made and all relevant waiting periods and other time periods (including any extensions thereof) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated and all applicable statutory or regulatory obligations in any jurisdiction having been complied with in each case in respect of the Scheme and the Acquisition or, except pursuant to Chapter 3 of Part 28 of the Companies Act, other acquisition of any shares or other securities in, or control or management of, StatPro or any member of the Wider StatPro Group by any member of the Wider Bidco Group or (except as Disclosed) the carrying on by any member of the Wider StatPro Group of its business;

(c)         other than in relation to the approvals referred to in paragraph 2(a) above, all Authorisations which are necessary in any jurisdiction for or in respect of the Acquisition and other acquisition of any StatPro Shares, or control of StatPro, by Bidco or any member of the Wider Bidco Group being obtained on terms and in a form reasonably satisfactory to Bidco from appropriate Relevant Authorities, or (except as Disclosed) from any persons or bodies with whom any member of the Wider StatPro Group has entered into contractual arrangements or material business relationships, and such Authorisations, together with all other Authorisations necessary for any member of the Wider StatPro Group to carry on its business (except as Disclosed) (where the absence of any such Authorisations would be material and adverse in the context of the Acquisition) remaining in full force and effect and no written notice of any intention to revoke, suspend, restrict or modify or not to renew any of the same having been given;

Confirmation of absence of adverse circumstances

(d)         except as Disclosed, there being no provision of any agreement, arrangement, licence, lease, franchise, permit or other instrument to which any member of the Wider StatPro Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject which, as a result of the implementation of the Acquisition or other acquisition by Bidco or any member of the Wider Bidco Group of any StatPro Shares, or change in the control or management of StatPro, would or would reasonably be expected to result in (in each case to an extent which is material in the context of the Wider StatPro Group taken as a whole):

(i)       any monies borrowed by or any other indebtedness (actual or contingent) of, or any grant available to, any such member of the Wider StatPro Group becoming repayable, or capable of being declared repayable, immediately or earlier than the stated repayment date or the ability of such member to borrow monies or incur any indebtedness being withdrawn or inhibited;

(ii)       other than in the ordinary course of business, the creation or enforcement of any mortgage, charge or other security interest over the whole or any material part of the business, property or assets of any such member of the Wider StatPro Group or any such mortgage, charge or other security interest (whenever arising or having arisen) becoming enforceable;

(iii)        any material rights, assets or interests of any such member of the Wider StatPro Group being or falling to be disposed of or ceasing to be available to any member of the Wider StatPro Group or any right, under which any such asset or interest could be required to be disposed of or could cease to be available to any member of the Wider StatPro Group, being exercised or reasonably likely to be exercised;

(iv)       the interest or business of any such member of the Wider StatPro Group in or with any other person, firm or company (or any agreements or arrangements relating to such interest or business) being terminated or adversely modified or affected;

(v)          any such member of the Wider StatPro Group ceasing to be able to carry on business under any name under which it presently does so;

(vi)        the value of any such member of the Wider StatPro Group or its financial or trading position or prospects being prejudiced or adversely affected;

(vii)      any such agreement, arrangement, licence, lease, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the Wider StatPro Group being adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(viii)     any liability of any member of the Wider StatPro Group to make any severance, termination, bonus or other payment to any of its directors, or other officers;

(ix)        the creation or acceleration of any liability (actual or contingent) by any such member of the Wider StatPro Group, other than trade creditors or other liabilities incurred in the ordinary course of business; or

(x)           any requirement on any member of the Wider StatPro Group to acquire, subscribe, pay up or repay any shares or other securities (or the equivalent),

and no event having occurred which, under any provision of any agreement, arrangement, licence or other instrument to which any member of the Wider StatPro Group is a party or by or to which any such member or any of its assets is or may be bound or subject, would or would reasonably be expected to result in any events or circumstances as are referred to in this paragraph 2.(d) (in each case to an extent which is material in the context of the Wider StatPro Group taken as a whole);

No material transactions, claims or changes in the conduct of the business of the StatPro Group

(e)           except as Disclosed, no member of the Wider StatPro Group having since 30 June 2019:

(i)          issued or agreed to issue or authorised or proposed the issue of additional shares of any class, or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible or exchangeable securities or transferred or sold (or agreed to transfer or sell) any shares out of treasury (except, in each case, (a) as between StatPro and its wholly owned subsidiaries or between its wholly owned subsidiaries, or (b) upon, pursuant to or in respect of the exercise of any options or vesting of any awards granted under the StatPro Share Option Plans);

(ii)       recommended, declared, paid or made or resolved to recommend, declare, pay or make any bonus, dividend or other distribution, whether payable in cash or otherwise other than dividends or other distributions, whether payable in cash or otherwise, lawfully paid or made by any wholly-owned subsidiary of StatPro to StatPro or any of its wholly-owned subsidiaries;

(iii)     (except for transactions between StatPro and its wholly-owned subsidiaries, or between its wholly-owned subsidiaries or transactions in the ordinary course of business) implemented or authorised, or announced its intention to implement or authorise, any merger, demerger, reconstruction, amalgamation, scheme or commitment, acquired or disposed of or transferred, mortgaged or charged, or created any other security interest over, any asset or any right, title or interest in any asset (in each case to an extent which is material in the context of the Wider StatPro Group taken as a whole);

(iv)         entered into, or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of businesses or corporate entities (in each case to an extent which is material in the context of the Wider StatPro Group taken as a whole);

(v)       other than pursuant to the Acquisition and except for transactions between StatPro and its wholly owned subsidiaries or between wholly owned subsidiaries of StatPro, implemented or authorised any reconstruction, amalgamation, scheme or other transaction or arrangement with a substantially equivalent effect (in each case to an extent which is material in the context of the Wider StatPro Group taken as a whole);

(vi)       purchased, redeemed or repaid any of its own shares or other securities or reduced or made or authorised any other change in its share capital (except, in each case, where relevant, (a) as between StatPro and wholly owned subsidiaries of StatPro or between the wholly owned subsidiaries of StatPro, or (b) upon, pursuant to or in respect of the exercise of any options or vesting of any awards granted under the StatPro Share Option Plans);

(vii)     made or authorised any change in its loan capital or issued or authorised the issue of any debentures or incurred or increased any indebtedness (except in the ordinary course of business) or contingent liability (except, in each case, where relevant, as between StatPro and wholly owned subsidiaries of StatPro or between the wholly owned subsidiaries of StatPro) (in each case to an extent which is material in the context of the Wider StatPro Group taken as a whole);

(viii)      entered into, varied or terminated, or authorised the entry into, variation or termination of, any contract, commitment or arrangement (whether in respect of capital expenditure, real estate or otherwise) which is outside the ordinary course of business or which is of a long term, onerous or unusual nature or magnitude or which involves, or would reasonably be expected to involve, an obligation of a nature or magnitude which is materially restrictive on the business of any member of the Wider StatPro Group (in each case to an extent which is material in the context of the Wider StatPro Group taken as a whole);

(ix)       been unable or deemed unable, or admitted in writing that it is unable, to pay its debts as they fall due or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business (in each case to an extent which is material in the context of the Wider StatPro Group taken as a whole);

(x)         commenced negotiations with any of its creditors or taken any step with a view to rescheduling or restructuring any of its indebtedness or entered into a composition, compromise, assignment or arrangement with any of its creditors whether by way of a voluntary arrangement, scheme of arrangement, deed of compromise or otherwise (in each case to an extent which is material in the context of the Wider StatPro Group taken as a whole);

(xi)         (other than in respect of a member of the Wider StatPro Group which is dormant and solvent at the relevant time) taken any corporate action or had any legal proceedings started, served or threatened against it or any documents filed or faxed in court for its winding-up (voluntary or otherwise), dissolution or reorganisation (or for any analogous proceedings or steps in any jurisdiction) or for the appointment of a liquidator, provisional liquidator, receiver, administrator, administrative receiver, trustee or similar officer (or for the appointment of any analogous person in any jurisdiction) of all or any of its assets and revenues or had written notice given of the intention to appoint any of the foregoing to it (in each case to an extent which is material in the context of the Wider StatPro Group taken as a whole);

(xii)      except in the ordinary course of business, waived, compromised, settled, abandoned or admitted any dispute, claim or counter-claim whether made or potential and whether by or against any member of the Wider StatPro Group (in each case to an extent which is material in the context of the Wider StatPro Group taken as a whole); 

(xiii)     made any material alteration to its constitutional documents (other than the amendments to StatPro's articles of association as required in connection with the Acquisition);

(xiv)      entered into, or varied the terms of, or terminated or given notice of termination of, in each case except in the ordinary course of business, any service agreement, commitment or arrangement with any director or senior executive of any member of the Wider StatPro Group;

(xv)         proposed, agreed to provide, or agreed to modify to any material extent the terms of, any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by any member of the Wider StatPro Group; or

(xvi)     entered into any contract, commitment or arrangement or passed any resolution or made any offer (which remains open for acceptance) to effect, or proposed or announced any intention to effect, any of the transactions, matters or events referred to in this paragraph 2.(e) (otherwise than where permitted or referred to in this paragraph 2.(e));

(f)            except as Disclosed, since 30 June 2019:

(i)         no adverse change having occurred, and no circumstances having arisen which would reasonably be expected to result in any adverse change, in the business, assets, financial or trading position or profits of any member of the Wider StatPro Group (in each case to an extent which is material in the context of the Wider StatPro Group taken as a whole);

(ii)         no litigation, arbitration proceedings, prosecution or other legal proceedings in any jurisdiction having been threatened, announced, instituted or remaining outstanding by, against or in respect of any member of the Wider StatPro Group or to which any member of the Wider StatPro Group is a party (whether as claimant or defendant or otherwise) and no investigation by any Relevant Authority or other investigative body against or in respect of any member of the Wider StatPro Group having been threatened in writing, announced, instituted or remaining outstanding by, against or in respect of any member of the Wider StatPro Group (in each case to an extent which is material in the context of the Wider StatPro Group taken as a whole);

(iii)          no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider StatPro Group having been threatened in writing, announced or instituted or remaining outstanding by, against or in respect of any member of the Wider StatPro Group, in each case to an extent which is material in the context of the Wider StatPro Group taken as a whole;

(iv)      no steps having been taken and no omissions having been made which would result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider StatPro Group which is necessary for the proper carrying on of its business, and the withdrawal, cancellation, termination or modification of which would have a material adverse effect on the Wider StatPro Group taken as a whole; and

(v)       no contingent or other liability having arisen outside the ordinary course of business which would or would reasonably be expected to adversely affect any member of the Wider StatPro Group (in each case to an extent which is material in the context of the Wider StatPro Group taken as a whole); 

(g)           except as Disclosed, Bidco not having discovered that:

(i)      any financial, business or other information concerning the Wider StatPro Group publicly announced on or prior to the date of this Announcement at any time by any member of the Wider StatPro Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading (in each case to an extent which is material in the context of the Wider StatPro Group taken as a whole);

(ii)           there is any information which renders inaccurate any information publicly announced prior to the date of this Announcement by or on behalf of any member of the Wider StatPro Group (in each case to an extent which is material in the context of the Wider StatPro Group taken as a whole);

(iii)       any member of the Wider StatPro Group is subject to any liability, contingent or otherwise, other than in the ordinary course of business (in each case to an extent which is material in the context of the Wider StatPro Group taken as a whole); or

(iv)        there is or is likely to be any obligation or liability (whether actual or contingent) to make good, repair, re-instate or clean up any property now or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider StatPro Group under any environmental legislation, regulation, notice, circular or order of any Relevant Authority in any jurisdiction (in each case to an extent which is material in the context of the Wider StatPro Group taken as a whole);

Anti-corruption, sanctions and criminal property

(h)       save as Disclosed, Bidco not having discovered (in each case to an extent which is material in the context of the Wider StatPro Group taken as a whole) that:

(i)      any past or present member, director or officer of the Wider StatPro Group is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption legislation;

(ii)      any asset of any member of the Wider StatPro Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition);

(iii)       any past or present member, director or officer of the Wider StatPro Group, or any other person for whom any such person may be liable or responsible, has engaged in any business with, made any investments in, made any funds or assets available to or received any funds or assets from: (a) any government, entity or individual in respect of which US or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US or European Union laws or regulations, including the economic sanctions administered by the US Office of Foreign Assets Control, or HM Treasury in the UK; or (b) any government, entity or individual targeted by any of the economic sanctions of the United Nations, the US, the European Union or any of its member states; or

(iv)    any member of the Wider StatPro Group has been engaged in any transaction with any person targeted by any of the economic sanctions of the United Nations, the US, the European Union or any of its member states which would cause Bidco to be in breach of any law or regulation upon its acquisition of StatPro, including the economic sanctions of the US Office of Foreign Assets Control, or HM Treasury & Customs in the UK; and

No tax advice

(i)         except as Disclosed, Bidco not having discovered that any member of the Wider StatPro Group has received any notice, assessment or claim from any tax authority to the effect that:

(i)     any such member has advised on or knowingly been involved in any transaction or series of transactions the main purpose, or one of the main purposes, of which was the avoidance of tax, either for itself or any customer of the Wider StatPro Group;

(ii)      any such member has advised on or been party to any arrangements that were notifiable under the disclosure of tax avoidance scheme rules provided for in part 7 of the Finance Act 2004, Schedule 11A VAT 1994 or Schedule 17 of the Finance (No.2) Act 2017 (and, in each case, related regulations), either for itself of any customer of the Wider StatPro Group and which were not so notified;

(iii)     any such member has advised on or taken any action as a result of which it could be treated as having enabled abusive tax arrangements within the meaning of Schedule 16 Finance (No.2) Act 2017; or

(iv)     any circumstances have arisen which would result in any such member being guilty of an offence under section 45 or section 46 of the Criminal Finances Act 2017.  

Part B:            Certain further terms of the Acquisition

1.            Bidco reserves the right (subject to the requirements of the Code and the Panel) to waive, in whole or in part, the Conditions in paragraph 2 of Part A of this Appendix.

2.            If Bidco is required by the Panel to make an offer for StatPro Shares under the provisions of Rule 9 of the Code, Bidco may make such alterations to any of the above Conditions and terms of the Acquisition as are necessary to comply with the provisions of that Rule.

3.           The Acquisition shall lapse unless all the above Conditions in paragraphs 1.(a), 1.(b), 1.(c) and 2 of Part A of this Appendix have been fulfilled or, where permitted, waived by 11:59 p.m. on the date immediately preceding the date of the Scheme Court Hearing. Such date may not be further extended, other than with the agreement of Bidco, StatPro and the Panel. 

4.          Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of the Conditions in paragraph 2 of Part A of this Appendix by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment. 

5.           Under Rule 13.5 of the Code, Bidco may not invoke a Condition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition. The Conditions contained in paragraph 1 of Part A of this Appendix are not subject to this provision of the Code.

6.        The StatPro Shares to be acquired under the Acquisition shall be acquired fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other rights and interests of any nature whatsoever and together with all rights now and hereafter attaching thereto, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this Announcement. Accordingly, without prejudice to paragraph 2 of this Announcement, insofar as any dividend or other distribution or return of value is authorised, declared, made or paid in respect of StatPro Shares on or after the date of this Announcement and prior to the Effective Date, Bidco reserves the right to reduce the Acquisition Price by the amount of any such dividend or other distribution except where the StatPro Shares are or will be acquired pursuant to the Scheme on a basis which entitles Bidco to receive the dividend, distribution or return of value and to retain it.

7.           The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the Restricted Jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

8.        Bidco reserves the right, subject to the prior consent of the Panel, to implement the Acquisition by way of a Takeover Offer.  In such event, the Takeover Offer will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect the change in acquisition method. In the event that the Acquisition is implemented by way of a Takeover Offer, the StatPro Shares acquired under the Acquisition will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any).

9.         The Acquisition is governed by English law and is subject to the jurisdiction of the English courts and to the Conditions and further terms set out in this Appendix and those terms which will be set out in the Scheme Document. The Acquisition shall be subject to the applicable requirements of the Code, the Panel, the AIM Rules, the London Stock Exchange and the Financial Conduct Authority.

10.        Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

11.          The Acquisition shall lapse, and shall no longer bind Scheme Shareholders or Bidco if:

(a)    in so far as the Acquisition or any matter arising from or relating to the Acquisition constitutes a concentration with a Community dimension within the scope of the Regulation, the European Commission either initiates proceedings under Article 6(1)(c) of the Regulation or makes a referral to a competent authority in the United Kingdom under Article 9(1) of the Regulation and there is then a CMA Phase 2 Reference; or

(b)      in so far as the Acquisition or any matter arising from the Acquisition does not constitute a concentration with a Community dimension within the scope of the Regulation, the Acquisition or any matter arising from or relating to the Acquisition becomes subject to a CMA Phase 2 Reference,

in each case, before the date of the Court Meeting.

Appendix II
Sources of information and bases of calculation

In this Announcement, unless otherwise stated, or the context otherwise requires, the bases and sources used are set out below.

1.         Unless otherwise stated, financial information relating to the StatPro Group has been extracted or derived (without any adjustment) from the StatPro Group's audited consolidated financial statements for the financial year ended 31 December 2018 or the unaudited results for the six month period ended 30 June 2019, as applicable. 

2.             As at the Last Practicable Date, there were 65,869,937 StatPro Shares in issue.

3.             The International Securities Identification Number for the StatPro Shares is GB0006300213.

4.         The value of the issued and to be issued share capital of StatPro at the Acquisition Price has been calculated by multiplying the Acquisition Price of 230 pence per share by 70,046,391 issued and to be issued StatPro Shares, which consists of 65,869,937 StatPro Shares in issue as at the Last Practicable Date, plus 4,176,454 StatPro Shares to be issued as consideration following the exercise of the Options.

5.             The number of Scheme Shares entitled to be voted at the Court Meeting is 65,869,937.

6.           Unless otherwise stated, all Closing Prices for StatPro Shares are closing middle market quotations derived from the AIM Appendix to the Daily Official List published by the London Stock Exchange, save that the volume weighted average price of a StatPro Share has been derived from Datastream.

 

 

Appendix III

Irrevocable Undertakings and Letters of Intent

Irrevocable Undertakings given by the StatPro Directors

The following StatPro Directors have each given an irrevocable undertaking to vote (or, in the case of close relatives (as defined in the Code) of StatPro Directors holding StatPro Shares, to use reasonable endeavours to procure such votes) in favour of the Scheme at the Court Meeting and in favour of the Special Resolution at the General Meeting (or in the event that the Acquisition is implemented by way of a Takeover Offer, to accept, or use reasonable endeavours to procure the acceptance of, the Takeover Offer) in relation to the following StatPro Shares:

Name

Number of StatPro Shares in respect of which undertaking is given

Percentage of StatPro's issued share capital at the Last Practicable Date

JMBT Wheatley

6,836,912

10.38%

AM Fabian

314,647

0.48%

MC Adorian

3,136,198

4.76%

JE Tozer

47,065

0.07%

D Courtley

29,627

0.04%

R Curran

39,689

0.06%

Total

10,404,138

15.79%

 

These irrevocable undertakings will cease to be binding if:

(a) Bidco announces, with the consent of the Panel, that it does not intend to make or proceed with the Acquisition;

(b) the Scheme Document or the offer document (as the case may be) has not been posted within 28 days of the date of this Announcement (or within such longer period as Bidco and StatPro, with the consent of the Panel, determine); or

(c) the Acquisition lapses or is withdrawn in accordance with its terms.

Irrevocable Undertaking given by other StatPro Shareholders

The following StatPro Shareholder has given an irrevocable undertaking to vote (or procure the voting) in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting (or in the event that the Acquisition is implemented by way of a Takeover Offer, to accept, or procure the acceptance of, the Takeover Offer) in relation to the following StatPro Shares:

Name

Number of StatPro Shares in respect of which undertaking is given

Percentage of StatPro's issued share capital at the Last Practicable Date

Herald Investment Management Limited

7,557,784

11.47%

Total

7,557,784

11.47%

 

This irrevocable undertaking will cease to be binding if:

(a) Bidco announces, with the consent of the Takeover Panel, that it does not intend to make or proceed with the Acquisition;

(b) the Scheme Document or the offer document (as the case may be) has not been posted within 28 days of the date of this Announcement (or within such longer period as Bidco and StatPro, with the consent of the Panel, determine); or

(c) the Acquisition lapses or is withdrawn in accordance with its terms.

In addition, this irrevocable undertaking will also cease to be binding in the event that a person other than Bidco or a subsidiary of Bidco or any person acting in concert with Bidco announces a firm intention to make an offer (in accordance with Rule 2.7 of the Code) to acquire the StatPro Shares where the value of the consideration per StatPro Share is at least 253 pence per StatPro Share as at the date on which such firm intention to make an offer is announced.

 

Letters of intent given by other StatPro Shareholders

The following StatPro Shareholders have given non-binding letters of intent to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting:

 

Name of StatPro Shareholder giving letter of intent

Number of StatPro Shares in respect of which letter of intent is given

Percentage of StatPro's issued share capital at the Last Practicable Date

Liontrust Investment Partners LLP

13,708,159

20.81%

Rorema Beheer BV

5,173,893

7.85%

Hargreave Hale Ltd*

2,590,000

3.93%

AXA Investment Managers UK Ltd**

2,500,000

3.80%

Strikwerda Investments BV

1,025,862

1.56%

Total

24,997,914

37.95%

 

* acting as investment adviser for and on behalf of Marlborough UK Micro-Cap Growth Fund

** as agent for AXA Framlington Monthly Income Fund

 

Appendix IV

Definitions

"Acquisition"

the proposed recommended acquisition by Bidco for the entire issued and to be issued share capital of StatPro by means of the Scheme, on the terms and subject to the conditions set out in this Announcement and to be set out in the Scheme Document (or the Takeover Offer, under certain circumstances as described in this Announcement)

 

"Acquisition Price"

230 pence per StatPro Share

 

"AIM"

the market of that name operated by the London Stock Exchange

 

"AIM Rules"

the AIM Rules for Companies published by the London Stock Exchange, as amended from time to time

 

"Announcement"

means this announcement made pursuant to Rule 2.7 of the Code

 

"Authorisations"

regulatory authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions or approvals

 

"Bidco"

Ceres Bidco Limited, a company incorporated in England with registered number 12207132, whose registered office address is at 50 Gresham Street, London, EC2V 7AY

 

"Bidco Group"

Bidco and its subsidiary undertakings and, where the context permits, each of them

 

"Board"

in relation to Bidco or StatPro, the board of directors of the relevant company

 

"Business Day"

a day (other than Saturdays, Sundays and public or bank holidays in the UK) on which banks are generally open for business in the City of London

 

"Closing Price"

the middle market price of a StatPro Share at the close of business on the day to which such price relates, as derived from the AIM Appendix to the Daily Official List for that day

 

"CMA Phase 2 Reference"

a reference of the Acquisition to the chair of the Competition and Markets Authority for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013

 

"Code"

the City Code on Takeovers and Mergers issued from time to time by the Panel

 

"Companies Act"

the Companies Act 2006, as amended from time to time

 

"Competition and Markets Authority"

a UK statutory body established under the Enterprise and Regulatory Reform Act 2013

 

"Conditions"

the conditions of the Acquisition (including the Scheme) set out in  Part A of Appendix I to this Announcement and to be set out in the Scheme Document

 

"Confluence"

Confluence Technologies, Inc.

 

"Court"

the High Court of Justice, Business and Property courts of England and Wales, Companies Court

 

"Court Meeting"

the meeting(s) of the Scheme Shareholders to be convened by order of the Court pursuant to section 896 of the Companies Act for the purpose of considering, and if thought fit, approving the Scheme (with or without amendment) and any adjournment thereof

 

"Court Order"

the order of the Court sanctioning the Scheme

 

"CREST"

the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755) in respect of which Euroclear is the Operator (as defined in such Regulations) for the paperless settlement of trades in securities and the holding of uncertificated securities

 

"Daily Official List"

the daily official list of the London Stock Exchange

 

"Dealing Disclosure"

has the meaning given to it by Rule 8 of the Code

 

"Disclosed"

information which has been either:

(a)        fairly disclosed by, or on behalf of, StatPro to Bidco (or its advisers) in the data room established by StatPro for the purposes of the Acquisition, on or before 5.30 p.m. on 19 September 2019;

(b)        disclosed in the annual report and accounts for StatPro for the financial period ended 31 December 2018 or the unaudited interim results for StatPro for the six months ended 30 June 2019;

(c)         disclosed in any announcement to a regulatory information service by, or on behalf of, StatPro, prior to the publication of this Announcement;

(d)        disclosed in this Announcement; or

(e)         fairly disclosed to Bidco (or its respective officers, employees, agents or advisers) in writing on or before the Business Day prior to the date of this Announcement (including all matters fairly disclosed in the written replies, correspondence, documentation and information provided in an electronic data room or sent to any member of the Bidco Group or their affiliates or any of their professional advisers during the due diligence process and whether or not in response to any specific request for information made by any member of the Bidco Group or their affiliates or any of their professional advisers)

 

"Effective"

the Scheme having become effective in accordance with its terms, upon delivery of the Scheme Court Order to the Registrar of Companies

 

"Effective Date"

the date upon which the Scheme becomes Effective

 

"Enlarged Confluence Group"

with effect from the Effective Date, the StatPro Group and the Confluence Group

 

"Euroclear"

Euroclear UK and Ireland Limited

 

"Excluded Shares"

(a)        any StatPro Shares held by any member of the Wider Bidco Group;

(b)        any StatPro Shares held in treasury by StatPro, other than those StatPro Shares held in treasury at the date of the Scheme Document which are subsequently transferred to the trustee of the StatPro Employee Benefit Trust or to the holders of options under the StatPro Share Option Plans in satisfaction of the exercise of the options under the StatPro Share Option Plans; and

(c)       any other StatPro Shares which Confluence and StatPro agree will not be subject to the Scheme

 

"Excluded Shareholders"

the holders of Excluded Shares

 

"Financial Conduct Authority"

the UK Financial Conduct Authority or its successor from time to time

 

"Forms of Proxy"

the forms of proxy for use at the Court Meeting and at the General Meeting which will accompany the Scheme Document

 

"General Meeting"

the general meeting of StatPro Shareholders (including any adjournment thereof) to be convened in connection with the Scheme, notice of which will be set out in the Scheme Document

 

"Oakley Advisory"

Oakley Advisory Limited

 

"Panel"

the Panel on Takeovers and Mergers

 

"Panmure Gordon"

Panmure Gordon (UK) Limited, Rule 3 Adviser, Nominated Adviser and Broker to StatPro

 

"Registrar of Companies"

the Registrar of Companies in England and Wales

 

 

"Regulation"

Council Regulation (EC) No 139/2004

"Relevant Authority"

has the meaning given to it in paragraph 2.(a) of Appendix I to this Announcement

 

"Restricted Jurisdiction"

any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if the information concerning the Acquisition is sent or made available to StatPro Shareholders in that jurisdiction

 

"Scheme"

the proposed scheme of arrangement under Part 26 of the Companies Act between StatPro and the Scheme Shareholders to implement the Acquisition with or subject to any modification, addition or condition approved or imposed by the Court and agreed by StatPro and Bidco

 

"Scheme Court Hearing"

the hearing of the Court to sanction the Scheme under section 899 of the Companies Act

 

"Scheme Court Order"

the order of the Court sanctioning the Scheme under section 899 of the Companies Act

 

"Scheme Document"

the document to be despatched to (among others) StatPro Shareholders including, among other things, details of the Scheme required by section 897 of the Companies Act, the full terms and conditions of the Scheme and the notices of the StatPro Meetings

 

"Scheme Record Time"

the time and date to be specified as such in the Scheme Document or such later time and/or date as Bidco and StatPro may agree

 

"Scheme Shareholder"

holders of Scheme Shares

 

"Scheme Shares"

all StatPro Shares:

(a)        in issue at the date of the Scheme Document;

(b)        issued after the date of the Scheme Document and before the Voting Record Time (if any); and

(c)         issued at or after the Voting Record Time and before the Scheme Record Time in respect of which the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by the Scheme (if any),

in each case excluding the Excluded Shares

 

"Significant Interest"

in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of (i) the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking or (ii) the relevant partnership interest

 

"Special Resolution"

the special resolution to approve the implementation of the Scheme to be considered at the General Meeting

 

"StatPro" or the "Company"

StatPro Group plc, a company incorporated in England and Wales with registered number 02910629, whose registered office is at Mansel Court, Mansel Road, Wimbledon, London, SW19 4AA

 

"StatPro Directors"

the directors of StatPro at the date of this Announcement

 

"StatPro Group"

StatPro and its subsidiaries and subsidiary undertakings

 

"StatPro Growth Shares"

the A Shares, B Shares and C Shares in the capital of the Company

 

"StatPro Meetings"

the Court Meeting and the General Meeting

 

"StatPro Share"

an ordinary share of 1 pence in the capital of StatPro

 

"StatPro Share Option Plans"

the StatPro Performance Share Plan 2015; the StatPro 2011 Company Ownership Plan; and the StatPro 2003 Executive Unapproved Share Option Scheme

 

"StatPro Shareholders"

the holders of StatPro Shares from time to time 

 

"TA Associates"

TA Associates

 

"TA Funds"

has the meaning given to it in paragraph 7 of this Announcement

 

"TA Invested Funds"

the TA Funds holding indirect interests in Bidco

 

"TA Investment Manager"

has the meaning given to it in paragraph 7 of this Announcement

 

"Takeover Offer"

should the Acquisition be implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act, the offer to be made by or on behalf of Bidco to acquire the entire issued and to be issued share capital of StatPro and, where the context requires, any subsequent revision, variation, extension or renewal of such offer and includes any election available thereunder

 

"Third Party"

each of a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body or any other body or person whatsoever performing a similar function in any jurisdiction

 

"UK" or "United Kingdom"

the United Kingdom of Great Britain and Northern Ireland

 

"United States" or "US"

the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction

 

"US Exchange Act"

the US Securities Exchange Act of 1934, as amended from time to time

 

"Voting Record Time"

the date and time specified in the Scheme Document by reference to which entitlement to vote at the Court Meeting or the General Meeting (as applicable) will be determined, expected to be 6:00 p.m. on the day which is two Business Days before the date of the Court Meeting or General Meeting (as applicable) or, if the Court Meeting or General Meeting (as applicable) is adjourned, 6:00 p.m. on the day which is two Business Days before the date of such adjourned meeting

 

"Wider Bidco Group"

Bidco and its subsidiaries, subsidiary undertakings, associated undertakings, holding companies, and their respective subsidiaries, subsidiary undertakings, associated undertakings, holding companies and any other body corporate, partnership, joint venture or person in which Bidco and all such undertakings (aggregating their interests) have a Significant Interest or which have a Significant Interest in Bidco or any other member of the Wider Bidco Group, in each case other than any member of the Wider StatPro Group

 

"Wider StatPro Group"

StatPro and its subsidiaries, subsidiary undertakings, associated undertakings and any other body corporate, partnership, joint venture or person in which StatPro and all such undertakings (aggregating their interests) have a Significant Interest

 

         

 

For the purposes of this Announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act.

All references to "pounds", "pounds Sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

All the times and/or dates referred to in this Announcement are to those times and/or dates as determined by Greenwich Mean Time, unless otherwise stated.

References to the singular include the plural and vice versa.

 


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 [email protected] or visit www.rns.com.
 
END
 
 
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Quick facts: StatPro Group PLC

Price: 228

Market: LSE
Market Cap: £150.18 m
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