FOR IMMEDIATE RELEASE
21 October 2019
RECOMMENDED CASH OFFER
StatPro Group plc (“StatPro”)
Ceres Bidco Limited (“Bidco”)
a wholly owned subsidiary of Confluence Technologies, Inc.
RESULT OF STATPRO MEETINGS
StatPro is pleased to announce that at the Court Meeting and the General Meeting of StatPro Shareholders held today in connection with the recommended all cash offer for the entire issued and to be issued ordinary share capital of StatPro by Bidco, a wholly owned subsidiary of Confluence Technologies, Inc., to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme”), the resolutions proposed were duly passed. Full details of the resolutions are set out in the notices of the Court Meeting and the General Meeting contained in the circular in relation the Scheme (the “Scheme Document”), copies of which are available at https://www.statpro.com/investors/announcement/.
At the Court Meeting, a majority in number of the Scheme Shareholders who voted and were entitled to vote, and who together represented over 75 per cent. in value of the Scheme Shares voted, either in person or by proxy, in favour of the resolution to approve the Scheme. The resolution was accordingly passed. At the General Meeting, the resolution to provide for the implementation of the Scheme was also passed by the requisite majority.
The voting on the resolution to approve the Scheme was by poll and the results were as follows:
|Results of Court Meeting||Number of Scheme Shares voted||% of Scheme Shares voted||Number of Scheme Shareholders who voted||% of Scheme Shareholders who voted||Number of Scheme Shares voted as a percentage of issued ordinary share capital entitled to vote on the Scheme|
The voting on the Resolution to provide for the implementation of the Scheme and the amendment to StatPro’s articles of association was by poll and the results were as follows:
Number of shares voted: For: 47,506,157 (99.98%); Against: 9,309 (0.02%).
Completion of the Acquisition remains subject to the satisfaction or, if applicable, waiver of the other Conditions set out in the Scheme Document, including the Court sanctioning the Scheme at the Court Hearing which is expected to take place on 25 October 2019.
The following timetable sets out the expected dates for implementation of the Scheme. The cancellation of admission to trading of StatPro Shares is expected to occur at 7.00 a.m. on 30 October 2019.
|Court Hearing||25 October 2019|
|Last day of dealings in, and for registration of transfers of, and disablement in CREST of, StatPro Shares||28 October 2019|
|Scheme Record Time||6.00 p.m. on 28 October 2019|
|Suspension of dealings in StatPro Shares||7.30 a.m. on 29 October 2019|
|Effective Date||29 October 2019|
|Cancellation of admission to trading of StatPro Shares||7.00 a.m. on 30 October 2019|
|Settlement of the consideration payable under the Acquisition||by no later than 12 November 2019|
|Long-Stop Date||28 February 20201|
Note 1: This is the last date on which the Scheme may become Effective unless Bidco and StatPro, with the consent of the Panel and, if required, the approval of the Court, agree in writing a later date.
Capitalised terms used in this announcement shall have the meanings given to them in the Scheme Document.
|Confluence / Bidco|
|Mark Evans, CEO||Tel: +1 412 802 8632|
|Oakley Advisory (Financial Adviser to Confluence and Bidco|
|Chris Godsmark / Marc Jones / Max Gilbert||Tel: +44 (0) 20 7766 6900|
|StatPro Group plc|
|Justin Wheatley / Andrew Fabian||Tel: +44 (0) 20 8410 9876|
|Panmure Gordon (Financial Adviser, Rule 3 Adviser, Nominated Adviser and Broker to StatPro)|
|Freddy Crossley / Fabien Holler / Toby Rolls / James Stearns||Tel: +44 (0) 20 7886 2500|
|Instinctif Partners (PR Adviser to StatPro)|
|Adrian Duffield / Kay Larsen / Chantal Woolcock||Tel: +44 (0) 20 7457 2020|
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.
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.
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. 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 are 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 style, all of which differ from those in the United States. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements of and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements of the United States tender offer and proxy solicitation rules.
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.
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.
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 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 22 October 2019. 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.
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.
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.