Offer Closed for Acceptance
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
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SYNNOVIA PLC ("Synnovia")
BPF1 LIMITED ("BIDCO"), A WHOLLY-OWNED SUBSIDIARY OF FUNDS ADVISED BY CAMELOT CAPITAL PARTNERS LLC
OFFER CLOSED FOR ACCEPTANCE
On 3 September 2019, the Bidco Director and the Independent Synnovia Directors announced the terms of a recommended offer to be made by Bidco for the entire issued and to be issued share capital of Synnovia, pursuant to Rule 2.7 of the Takeover Code (the "Offer"). The full terms and conditions of the Offer, together with the procedures for acceptance of the Offer, were set out in the offer document issued by Synnovia on 23 September 2019 (the "Offer Document") and, in respect of certificated Synnovia Shares, the accompanying Form of Acceptance. On 11 October 2019 Synnovia announced the results of the General Meeting, which included the approval of the Management Shareholder Resolution, a key condition to the Offer.
On 29 October 2019, Bidco announced that it had decided to waive the acceptance condition under the Offer and that the Offer was unconditional as to acceptances and wholly unconditional.
On 29 October 2019, Synnovia announced that it had informed the London Stock Exchange that it wished to cancel the admission to trading of the Synnovia Shares on AIM (the "Cancellation"). Cancellation is expected to take effect from 7:00am on 26 November 2019, being 20 business days from the date of the announcement.
Following Cancellation, Bidco will seek to re-register Synnovia as a private limited company.
Capitalised terms used in this announcement, unless otherwise defined, have the same meanings as set out in the Offer Document.
No extension to the Offer
The Offer was open for acceptance until 1:00pm (London time) on 11 November 2019. The Offer has now closed and is no longer capable of being accepted.
Level of acceptances
As at 1:00pm (London time) on 11 November 2019 Bidco had received valid acceptances of the Offer in respect of a total of 21,221,574 Synnovia Shares, representing approximately 54.4 per cent. of Synnovia's existing issued share capital, and 94.2 per cent. of the Synnovia shares to which the Offer relates. This includes acceptances for a total of 6,213,500 Synnovia Shares, representing approximately 15.9 per cent. of Synnovia's existing issued share capital in relation to irrevocable undertakings given by the Independent Synnovia Directors, certain other Synnovia Shareholders and Faisal Rahmatallah's (who is considered to be acting in concert with Bidco) FR SIPP shares.
Bidco's parent Company holds 11,659,513 Synnovia Shares and it has agreed to transfer those shares to Bidco along with the Management Shareholders who have agreed to transfer an additional 4,804,855 Synnovia Shares to Bidco pursuant to the Management Share Exchange Agreement, representing approximately in aggregate 42.2 per cent. of Synnovia's entire issued share capital. Accordingly, as at 1:00pm (London time) on 11 November 2019, Bidco owned or will own pursuant to the Management Share Exchange Agreement or had received valid acceptances in respect of a total of 37,685,942 Synnovia Shares, representing approximately 96.6 per cent. of Synnovia's entire issued share capital.
The percentages listed in this announcement are based on a current issued share capital of 38,995,151 Synnovia Shares.
As Bidco has now received acceptances in respect of, and/or otherwise acquired, 90 per cent. or more of the Synnovia Shares by nominal value and voting rights attaching to such shares to which the Offer relates, Bidco intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act to compulsorily acquire the remaining Synnovia Shares in respect of which the Offer has not been accepted on the same terms as the Offer.
Settlement of the consideration
Settlement of the consideration to which any accepting Synnovia Shareholder is entitled under the Offer will be despatched as follows: in the case of acceptances which had been received by 1pm on 11 November 2019 and are valid and complete in all respects, within 14 calendar days of such receipt, in each case in the manner described in the Offer Document.
Interests in Synnovia Shares
As at the close of business on 11 November 2019, being the latest practicable date prior to publication of this announcement, the interests of Bidco and its concert parties and their immediate families, related trusts and connected persons, all of which are beneficial unless otherwise stated, in relevant securities were as follows:
Type of relevant security held
Number of relevant securities
Approximate aggregate percentage of the existing issued share capital, and voting rights, of Synnovia
(1) 1,946,170 of the Synnovia Shares in which Faisal Rahmatallah has an interest are registered in the name of Nicolino Assets Holdings Limited
(2)202,434 of the Synnovia Shares in which Faisal Rahmatallah has an interest are registered in the name of Lawshare Nominees Limited as the nominee of Faisal Rahmatallah's self-invested personal pension provider
(3)512,463 of the Synnovia Shares in which Faisal Rahmatallah has an interest are registered in the name of R&H Trust Co (Jersey) Limited
(4)100,602 of the Synnovia Shares in which Faisal Rahmatallah has an interest are registered in the name of Lawshare Nominees Limited as the nominee of the self-invested personal pension provider of Jane Margaret O'Riordan, a connected person of Faisal Rahmatallah
With the exception of the interests set out above, as at close of business on 11 November 2019, being the latest practicable date prior to publication of this announcement, neither Bidco, nor any person acting in concert with it for the purposes of the Offer, is interested in or has any rights to subscribe for any Synnovia Shares, nor does any such person have any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement in relation to any relevant securities of Synnovia. For these purposes 'arrangement' includes any agreement to sell or any dealing obligation or right to require another person to purchase or take delivery of any relevant securities of Synnovia, and any borrowing or lending of any relevant securities of Synnovia which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to any relevant securities of Synnovia.
Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Bidco and no one else in connection with the Offer and other matters referred to in this announcement. In connection with these matters, Numis, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Bidco for providing the protections afforded to the clients of Numis nor for providing advice in relation to the matters referred to in this announcement.
Cenkos Securities plc ("Cenkos"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Synnovia and no-one else in connection with the Offer and other matters referred to in this announcement. In connection with these matters, Cenkos, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Synnovia for providing the protections afforded to the clients of Cenkos nor for providing advice in relation to the matters referred to in this announcement.
This announcement is not intended to, and does not, constitute, or form part of, any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer is being made solely by means of the Offer Document and the Form of Acceptance accompanying the Offer Document, which contains the full terms of, and Conditions to, the Offer, including details of how the Offer may be accepted. Any response to the Offer should be made only on the basis of information contained in the Offer Document. Synnovia Shareholders are advised to read the formal documentation in relation to the Offer carefully.
This announcement has been prepared for the purposes of complying with English law, the AIM Rules and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.
The distribution of this announcement in jurisdictions other than the United Kingdom and the ability of Synnovia Shareholders who are not resident in the United Kingdom to participate in the Offer may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Synnovia Shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to overseas Synnovia Shareholders is contained in the Offer Document.
The Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, any Restricted Jurisdiction unless conducted pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction.
Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction except pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction and persons receiving this announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this announcement and/or the Offer Document and/or any other related document to a jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.
Information relating to Synnovia Shareholders
Please be aware that addresses, electronic addresses and certain other information provided by Synnovia Shareholders, persons with information rights and other relevant persons for the receipt of communications from Synnovia may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 to the Takeover Code.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
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