TIDMNASA
RNS Number : 0253B
Nasstar PLC
27 January 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
27 January 2020
RECOMMED CASH ACQUISITION
of
Nasstar plc ("Nasstar" or "the Company")
by
Divitias Bidco Limited ("Bidco")
(an indirect subsidiary of funds managed by Mayfair Equity
Partners LLP and its affiliates)
SCHEME EFFECTIVE
The Directors of Nasstar are pleased to announce that, further
to the announcement dated 20 January 2020 that the Court had
sanctioned the Scheme at the Court Hearing held on 20 January 2020,
the Court Order has now been delivered to the Registrar of
Companies and, accordingly, the recommended all-cash acquisition of
the entire issued and to be issued ordinary share capital of
Nasstar by Bidco (the "Acquisition") has now become Effective in
accordance with its terms and, pursuant to the Scheme, the entire
issued and to be issued ordinary share capital of Nasstar is now
owned by Bidco.
Scheme Shareholders on the register at the Scheme Record Time
are entitled to receive 12.88 pence in cash for every Scheme Share
held. The latest date for the despatch of cheques and crediting of
CREST for Cash Consideration (due to Scheme Shareholders holding
Scheme Shares in certificated form and in uncertificated form
respectively) under the Scheme is 10 February 2020 (being 14 days
after the Effective Date).
Trading of Nasstar Shares was suspended from 7.30 a.m. (London
time) on 22 January 2020 and the cancellation of admission to
trading of Nasstar Shares is expected to be effective as of 7.00
a.m. (London time) on 28 January 2020.
Full details of the Acquisition are set out in the circular
dated 20 December 2019 (the "Scheme Document"). Capitalised terms
used but not otherwise defined in this Announcement have the
meaning given to them in the Scheme Document.
ENQUIRIES
Nasstar Plc Tel: +44 (0) 207 148
Nigel Redwood (Chief Executive Officer) 5000
Niki Redwood (Chief Financial Officer)
Oakley Advisory (Lead Financial Adviser Tel: +44 (0) 207 766
to Nasstar) 6900
Chris Godsmark / Marc Jones / Sarthak
Sawlani
finnCap (Financial Adviser, Nominated Tel: +44 (0) 207 220
Adviser and Corporate Broker to Nasstar) 0500
Julian Blunt / James Thompson (Corporate
Finance)
Alice Lane (Corporate Broking)
IMPORTANT NOTICES
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities of Nasstar in
any jurisdiction in contravention of applicable law. The
Acquisition will be implemented solely by means of the Scheme
Document, which contains the full terms and conditions of the
Acquisition.
Oakley Advisory, which is authorised and regulated by the FCA in
the United Kingdom, is acting exclusively as financial adviser to
Nasstar 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 Nasstar for providing the
protections afforded to clients of Oakley Advisory, or for
providing advice in relation to the Acquisition, the contents of
this Announcement or any other matters referred to in this
Announcement.
finnCap, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively as financial adviser,
nominated adviser and corporate broker to Nasstar and for no one
else in connection with the Acquisition or any other matters
referred to in this Announcement and will not be responsible to
anyone other than Nasstar for providing the protections afforded to
clients of finnCap, or for providing advice in relation to the
Acquisition, the contents of this Announcement or any other matters
referred to in this Announcement.
Overseas jurisdictions
The availability of the Acquisition to Nasstar Shareholders who
are not resident in and citizens of the UK may be affected by the
laws of the relevant jurisdictions in which they are located or of
which they are citizens. Persons who are not resident in the UK
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Further details in
relation to overseas shareholders is contained in the Scheme
Document.
The release, publication or distribution of this Announcement in
or into jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
law of any jurisdiction other than the UK should inform themselves
of, and observe, any applicable requirements. Any failure to comply
with the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person. This Announcement has
been prepared for the purposes of complying with the laws of
England, the AIM Rules, the rules of the London Stock Exchange, the
Market Abuse Regulation, the Disclosure Guidance and Transparency
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 of jurisdictions
outside of England.
Copies of this Announcement and any formal documentation
relating to the Scheme and the Acquisition will not be and must not
be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction or
any jurisdiction where to do so would violate the laws of that
jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted
Jurisdiction.
Further information for US Holders
US Holders should note that the Acquisition relates to the
securities of an English company, is subject to UK disclosure
requirements and practices (which are different from those of the
US) and has been implemented under a scheme of arrangement under
English company law. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules under the US
Exchange Act, and the proxy solicitation rules under the US
Exchange Act will not apply to the Acquisition. The Scheme is
subject to UK disclosure requirements and practices, which are
different from the disclosure requirements of the US tender offer
and proxy solicitation rules. The financial information included in
this Announcement and the Scheme Document has been prepared in
accordance with IFRS, and thus may not be comparable to financial
information of companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the
US.
Neither the SEC nor any US state securities commission or any
other US regulatory authority has approved or disapproved the
Acquisition, passed judgement upon the merits or fairness of the
Acquisition or passed any opinion upon the accuracy, adequacy or
completeness of this Announcement. Any representation to the
contrary is a criminal offence in the United States.
The receipt of cash pursuant to the Acquisition by a US Holder
as consideration for the transfer of its Scheme Shares pursuant to
the Scheme may be a taxable transaction for US federal income tax
purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each Nasstar Shareholder is urged to
consult his independent professional adviser immediately regarding
the tax consequences of the Acquisition applicable to him.
It may be difficult for US Holders to enforce their rights and
claims arising out of the US federal securities laws, since Bidco
and Nasstar are located in countries other than the US, and some or
all of their officers and directors may be residents of countries
other than the US. US Holders may not be able to sue a non-US
company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to
a US court's judgment.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, Bidco or its nominees, or their
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Nasstar Shares outside
of the US, other than pursuant to the Acquisition, until the date
on which the Acquisition becomes Effective, lapses or is otherwise
withdrawn. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Any information about such purchases will be disclosed as required
in the UK, will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website at
www.londonstockexchange.com.
Forward-looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by Bidco and Nasstar
contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Bidco and/or Nasstar about future events, and are therefore subject
to risks and uncertainties which could cause actual results to
differ materially from the future results expressed or implied by
the forward-looking statements.
The forward-looking statements contained in this Announcement
include statements relating to the expected effects of the
Acquisition on Bidco, GCI and/or Nasstar, the expected timing and
scope of the Acquisition and other statements other than historical
facts. Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as "plans",
"expects" or "does not expect", "is expected", "is subject to",
"budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Although Bidco
and Nasstar believe that the expectations reflected in such
forward-looking statements are reasonable, Bidco and Nasstar can
give no assurance that such expectations will prove to be correct.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements.
These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite
regulatory and shareholder approvals and the satisfaction of other
Conditions; future market conditions, changes in general economic
and business conditions, the behaviour of other market
participants, the anticipated benefits from the proposed
transaction not being realised as a result of changes in general
economic and market conditions, weak, volatile or illiquid capital
and/or credit markets, changes in tax rates, interest rate and
currency value fluctuations, the degree of competition in the
geographic and business areas in which Bidco, GCI and Nasstar
operate and changes in laws or in supervisory expectations or
requirements. Other unknown or unpredictable factors could cause
actual results to differ materially from those in the
forward-looking statements. Such forward-looking statements should
therefore be construed in the light of such factors. Neither Bidco
nor Nasstar, nor any of their respective associates or directors,
officers or advisers, 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. You are cautioned not to place any reliance on these
forward-looking statements. Other than in accordance with their
legal or regulatory obligations (including under the AIM Rules and
the Market Abuse Regulation), neither Bidco nor Nasstar is under
any obligation, and Bidco and Nasstar expressly disclaim any
intention or obligation, to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share for Nasstar for the current or future financial
years would necessarily match or exceed the historical published
earnings or earnings per share for Nasstar.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this
Announcement and the documents required to be published by Rule 26
of the Code will be made available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on
Nasstar's website at www.nasstar.com/investors and on GCI's website
at www.gcicom.net by no later than 12 noon (London time) on the
Business Day following this Announcement. For the avoidance of
doubt, the contents of those websites are not incorporated by
reference and do not form part of this Announcement.
Requesting hard copy documents
Nasstar Shareholders may request a hard copy of this
Announcement by contacting Nasstar's Registrar, Neville Registrars
Limited, during business hours on +44 (0) 121 585 1131 or by
submitting a request in writing to Nasstar's Registrar, Neville
Registrars Limited, Neville House, Steel Park Road, Halesowen, West
Midlands, United Kingdom B62 8HD. For persons who receive a copy of
this Announcement in electronic form or via a website notification,
a hard copy of this Announcement will not be sent unless so
requested. You may also request that all future documents,
announcements and information to be sent to you in relation to the
Acquisition should be in hard copy form.
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 rns@lseg.com or visit www.rns.com.
END
SOAPPURAGUPUGGM
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January 27, 2020 07:02 ET (12:02 GMT)
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