TIDMSCH TIDMTTM
RNS Number : 5654H
SafeCharge International Group Ltd
01 August 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
1 August 2019
RECOMMED CASH ACQUISITION
OF
SAFECHARGE INTERNATIONAL GROUP LIMITED ("SafeCharge")
BY
11411802 CANADA INC. ("Nuvei Bidco")
a wholly-owned indirect subsidiary of Nuvei Corporation
("Nuvei")
to be effected by means of a scheme of arrangement under Part
VIII of The Companies (Guernsey) Law, 2008, as amended
Scheme of Arrangement becomes Effective
In connection with the recommended cash acquisition by Nuvei
Bidco of the entire issued and to be issued share capital of
SafeCharge, as announced on 22 May 2019, by means of a scheme of
arrangement under Part VIII of The Companies (Guernsey) Law, 2008
(as amended), Nuvei and SafeCharge are pleased to confirm that,
pursuant to the Court Order granted by the Court sanctioning the
Scheme pursuant to section 110(1) of the Companies Law of Guernsey,
the Scheme became Effective today at 12.00 p.m and the entire
issued and to be issued share capital of SafeCharge is now owned by
Nuvei Bidco.
Scheme Shareholders on SafeCharge's register of members at the
Scheme Record Time, being 6.00 p.m. on 31 July 2019, will receive
US$5.55 for each Scheme Share held (or, if Scheme Shareholders have
made a valid Sterling Currency Election, they will receive their
consideration in GBP sterling calculated at the Sterling Currency
Election Exchange Rate). Despatch of cheques and crediting of CREST
accounts (for Scheme Shareholders holding Scheme Shares in
certificated and uncertificated form, respectively) for the Cash
Consideration due under the Scheme will take place as soon as
practicable and in any event within 14 days of today, the Effective
Date.
SafeCharge also confirms that dealings in SafeCharge Shares were
suspended with effect from 7.30 a.m. earlier today. SafeCharge has
made an application to AIM for the cancellation of the admission to
trading of SafeCharge Shares on AIM, which is expected to take
effect at 8.00 a.m. tomorrow, 2 August 2019.
As disclosed in the scheme document dated 19 June 2019 sent to
SafeCharge Shareholders in connection with the Acquisition (the
"Scheme Document"), since the Scheme has now become Effective, each
of SafeCharge's non-executive directors (Roger Withers, John Le
Poidevin, Robert Caplehorn and Susanne Chishti) have tendered their
resignations and will step down from SafeCharge's board, effective
as of today's date.
Unless otherwise defined, all capitalised terms in this
announcement shall have the meaning given to them in the Scheme
Document.
Enquiries:
Nuvei Corporation
Philip Fayer, Chairman and Chief Executive Officer
David Schwartz, Chief Financial Officer +1 (514) 313
Scott Calliham, SVP, M&A and Strategy 1190
Credit Suisse International (Financial Adviser
to Nuvei and Nuvei Bidco)
Gary Katz
Steven Geller
Joe Hannon +44 (0) 20 7888
Stephen Pick 8888
SafeCharge International Group Limited
David Avgi, Chief Executive Officer +44 (0) 20 3727
Tsach Einav, Chief Financial Officer 1725
c/o FTI Consulting +44 (0) 7826
Jean Beaubois, Head of Investor Relations 936619
Shore Capital (Financial Adviser, Broker and
Nominated Adviser to SafeCharge)
Simon Fine
Toby Gibbs +44 (0) 20 7408
Mark Percy 4090
FTI Consulting
Matthew O'Keeffe +44 (0) 20 3727
Elena Kalinskaya 1725
Further information
This announcement is for information purposes only and 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 Acquisition or otherwise nor shall
there be any sale, issuance or transfer of securities of SafeCharge
in any jurisdiction in contravention of applicable law.
The Acquisition has been implemented solely by means of the
Scheme Document, which contains the full terms and conditions of
the Acquisition. Each SafeCharge Shareholder is urged to consult
its independent professional adviser immediately regarding the tax
consequences to it (or to its beneficial owners) of the
Acquisition.
Credit Suisse, which is authorised by the PRA and regulated by
the FCA and the PRA in the United Kingdom, is acting as financial
adviser exclusively for Nuvei and Nuvei Bidco and no one else in
connection with the matters set out in this announcement and will
not be responsible to any person other than Nuvei and Nuvei Bidco
for providing the protections afforded to clients of Credit Suisse,
nor for providing advice in relation to the content of this
announcement or any matter referred to herein. Neither Credit
Suisse nor any of its subsidiaries, branches or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Credit Suisse in
connection with this announcement, any statement contained herein
or otherwise.
Shore Capital, which is authorised and regulated in the United
Kingdom by the FCA, is acting as financial adviser, broker and
nominated adviser exclusively for SafeCharge and no one else in
connection with the matters set out in this announcement and will
not be responsible to any person other than SafeCharge for
providing the protections afforded to clients of Shore Capital, nor
for providing advice in relation to the content of this
announcement or any matter referred to herein. Neither Shore
Capital nor any of its subsidiaries or affiliates owes or accepts
any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Shore Capital in connection
with this announcement, any statement contained herein or
otherwise.
Notice to Overseas Shareholders
General
The release, publication or distribution of this announcement in
or into jurisdictions other than the United Kingdom or Guernsey may
be restricted by law and therefore any persons who are subject to
the laws of other jurisdictions should 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. 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 purpose of complying
with English law, Guernsey 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 of England or Guernsey.
The Acquisition is not being 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 from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Copies of
this announcement and formal documentation relating to the
Acquisition will not be, and must not be, 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, into or from any
Restricted Jurisdiction.
Further details in relation to Overseas Shareholders are
contained in the Scheme Document.
Notices to US investors in SafeCharge
The Acquisition relates to the shares of a Guernsey incorporated
non-cellular company that is a "foreign private issuer" as defined
in Rule 3b-4 under the US Exchange Act and is proposed to be
effected by means of a scheme of arrangement under Guernsey law.
Neither the US proxy solicitation rules nor (unless implemented by
means of an offer) the tender offer rules under the US Exchange Act
will apply to the Acquisition. Accordingly, the Scheme is subject
to the disclosure requirements and practices applicable in Guernsey
to schemes of arrangement and under the Code, which differ from the
disclosure and procedural requirements of the US proxy solicitation
rules and tender offer rules. Neither the SEC, nor any securities
commission of any state of the United States, has approved the
Acquisition, passed upon the fairness of the Acquisition or passed
upon the adequacy or accuracy of this document. Any representation
to the contrary is a criminal offence in the United States.
Financial information relating to SafeCharge included in the Scheme
Document has been, save where otherwise stated, prepared in
accordance with International Financial Reporting Standards that
may not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United
States.
The receipt of cash by a beneficial owner of SafeCharge Shares
pursuant to the Acquisition as consideration for the transfer of
its Scheme Shares pursuant to the Scheme will be a taxable
transaction for United States federal income tax purposes and may
also be a taxable transaction under other applicable tax laws,
including any applicable United States state and local, as well as
non-US, tax laws. Each SafeCharge Shareholder is urged to consult
its independent professional adviser immediately regarding the tax
consequences to it (or to its beneficial owners) of the
Acquisition.
SafeCharge is incorporated under the laws of Guernsey. All of
the officers and directors of SafeCharge are residents of countries
other than the United States and the majority of the assets of
SafeCharge are located outside of the United States. As a result,
it may not be possible to effect service of process within the
United States upon SafeCharge or any of their respective officers
or directors, or to enforce outside the United States judgements
obtained against SafeCharge or any of their respective officers or
directors in US courts, including, without limitation, judgements
based upon the civil liability provisions of the US federal
securities laws or the laws of any state or territory within the
United States. It may not be possible to sue SafeCharge in a non-US
court for violations of US securities laws. It may be difficult to
compel SafeCharge and their respective affiliates to subject
themselves to the jurisdiction and judgment of a US court.
Publication of this announcement
A copy of this announcement will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on SafeCharge's and Nuvei's websites at,
respectively, www.safecharge.com and https://nuvei.com/en-us/, by
no later than 12 noon (London time) on the business day following
this announcement. The contents of the websites referred to in this
announcement are not incorporated into and do not form part of this
announcement.
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
SOADMGGRLMDGLZG
(END) Dow Jones Newswires
August 01, 2019 07:09 ET (11:09 GMT)
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