TIDMNVA
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
2 October 2017
ANNOUNCEMENT IN RESPECT OF NOVAE GROUP PLC SCHEME OF ARRANGEMENT
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
On 5 July 2017, the boards of AXIS and Novae announced that they had
reached agreement on the terms of a recommended all cash acquisition of
the entire issued and to be issued share capital of Novae by AXIS (or,
at AXIS's election, a whollySHYowned subsidiary of AXIS) (the
"Acquisition") at a price of 700 pence in cash for each Novae Share, to
be implemented by way of a Court-sanctioned scheme of arrangement under
Part 26 of the Companies Act. The scheme document in relation to the
Acquisition was posted to Novae Shareholders on 2 August 2017.
On 24 August 2017, the boards of AXIS and Novae announced that they had
reached agreement on the terms of an increased recommended all cash
offer in respect of the Acquisition at a price of 715 pence in cash for
each Novae Share.
On 28 September 2017, Novae announced that the High Court of Justice in
England and Wales had sanctioned the Scheme at the Scheme Court Hearing
held on 28 September 2017.
Novae and AXIS are pleased to announce that, following the delivery of
the Court Order to the Registrar of Companies today, the Scheme has now
become effective in accordance with its terms and the entire issued and
to be issued share capital of Novae is now owned by AXIS BidCo.
A Scheme Shareholder on the register of members of Novae at the Scheme
Record Time, being 6.00 p.m. (London time) on 29 September 2017, will be
entitled to receive 715 pence in cash for each Scheme Share held.
Settlement of the consideration to which any Scheme Shareholder is
entitled will be effected by way of the despatch of cheques or the
crediting of CREST accounts (for Scheme Shareholders holding Scheme
Shares in certificated form and in uncertificated form respectively) as
soon as practicable and in any event not later than 14 days after the
Effective Date, as set out in the scheme document published on 2 August
2017 in relation to the Acquisition, as modified by the announcement
made by AXIS and Novae on 24 August 2017 (the "Scheme Document").
Applications have been made to the UK Listing Authority and the London
Stock Exchange in relation to the de-listing of Novae Shares from the
premium listing segment of the Official List and the cancellation of the
admission to trading of Novae Shares on the London Stock Exchange's main
market for listed securities which is expected to take place at 8.00
a.m. (London time) on 3 October 2017.
As the Scheme has now become effective, Novae duly announces that the
Chairman, John Hastings-Bass, has tendered his resignation and will step
down from the board of directors of Novae effective as of today's date.
The following directors of Novae have also tendered their resignations
and will step down from the Novae Board as of today's date: Laurie Adams
(Senior Independent Non-Executive Director); Mary Phibbs (Independent
Non-Executive Director); Justin Dowley (Independent Non-Executive
Director); Andrew Torrance (Independent Non- Executive Director); and
Steven Burns (Independent Non-Executive Director).
Full details of the Acquisition are set out in the Scheme Document.
Capitalised terms used but not otherwise defined in this announcement
have the meanings given to them in the Scheme Document.
In accordance with Rule 26.1 of the City Code on Takeovers and Mergers,
a copy of this announcement will be available on the website of Novae at
www.novae.com and the website of AXIS at www.axiscapital.com by no later
than 12.00 p.m. (London time) on the Business Day following this
announcement.
Enquiries
AXIS Capital Holdings Limited +1 212 500 7600
Joe Henry, Chief Financial Officer +1 212 500 7600
Linda Ventresca, Corporate Development +1 212 500 7600
Conrad Brooks, General Counsel
Credit Suisse International
Alejandro Przygoda +1 212 325 2000
Carlos Marque +1 212 325 2000
Joe Hannon +44 20 7888 8888
Hugh Man +44 20 7888 8888
Fenchurch Advisory Partners LLP
Malik Karim +44 20 7382 2222
Philippe Jacquemard +44 20 7382 2222
Richard Locke +44 20 7382 2222
Philip Evans +44 20 7382 2222
Novae Group plc
Matthew Fosh, Chief Executive +44 20 7050 9000
Reeken Patel, Chief Financial Officer +44 20 7050 9000
Evercore Partners International LLP
Matthew Lindsey-Clark +44 20 7653 6000
Stuart Britton +1 212 857 3100
Neil Bhadra +44 20 7653 6000
Canaccord Genuity Limited +44 20 7523 8000
Bruce Garrow +44 20 7523 8000
Chris Connors
RBC Europe Limited +44 20 7653 4000
Oliver Hearsey +44 20 7653 4000
Jonathan Hardy
Important notices
Evercore, which is authorised and regulated by the FCA in the United
Kingdom, is acting as financial adviser exclusively for Novae and no one
else in connection with the matters referred to in this announcement and
will not regard any other person as its client in relation to the
matters referred to in this announcement and will not be responsible to
anyone other than Novae for providing the protections afforded to
clients of Evercore, nor for providing advice in relation to the content
of this announcement or any matter referred to herein. Neither Evercore
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 Evercore in connection with this announcement,
any statement contained herein or otherwise.
Canaccord, which is authorised and regulated in the United Kingdom by
the FCA, is acting exclusively for Novae as corporate broker and no one
else in connection with the Acquisition and accordingly will not be
responsible to anyone other than Novae in providing the protections
afforded to clients of Canaccord nor for providing advice in relation to
the Acquisition, the content of this announcement or any matter referred
to herein.
RBC, which is authorised by the PRA and regulated in the United Kingdom
by the FCA and the PRA, is acting exclusively for Novae as corporate
broker and no one else in connection with the Acquisition and
accordingly will not be responsible to anyone other than Novae in
providing the protections afforded to clients of RBC nor for providing
advice in relation to the Acquisition, the content of this announcement
or any matter referred to herein.
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 AXIS and AXIS BidCo and no one else in connection with
the Acquisition and the matters set out in this announcement. Except
for the responsibilities and liabilities, if any, which may be imposed
on Credit Suisse by FSMA or the regulatory regime established thereunder,
Credit Suisse will not be responsible to anyone other than AXIS and AXIS
BidCo for providing the protections afforded to clients of Credit Suisse,
nor for providing advice in relation to the Acquisition 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.
Fenchurch, which is authorised and regulated by the FCA in the United
Kingdom, is acting as financial adviser exclusively for AXIS and AXIS
BidCo and no one else in connection with the Acquisition and accordingly
will not be responsible to anyone other than AXIS and AXIS BidCo for
providing the protections afforded to clients of Fenchurch or for
providing advice in relation to the Acquisition, the content of this
announcement or any matter referred to herein. Neither Fenchurch 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 Fenchurch in connection with this announcement,
any statement contained herein or otherwise.
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 Novae in any jurisdiction in contravention of applicable
law. The Acquisition will be implemented solely by means of the Scheme
Document (or if the Acquisition is implemented by way of a Takeover
Offer, the offer document), which, together with this announcement,
contains the full terms and conditions of the Acquisition including
details of how to vote in respect of the Acquisition. Any vote in
respect of the Scheme (or, if applicable, the Takeover Offer) or other
response in relation to the Acquisition should be made only on the basis
of the information contained in the Scheme Document (or, if applicable,
acceptance under the offer document). Each Novae Shareholder is urged
to consult his independent professional adviser immediately regarding
the tax consequences of the Acquisition applicable to him.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Jurisdictions
The release, publication or distribution of this announcement in or into
jurisdictions other than the UK may be restricted by law and therefore
any persons who are subject to the laws of any jurisdiction other than
the UK should inform themselves about, and observe, any applicable legal
or regulatory requirements. In particular, the ability of persons who
are not resident in the United Kingdom to vote their Novae Shares with
respect to the Scheme at the Court Meeting, or to appoint another person
as proxy to vote at the Court Meeting on their behalf, may be affected
by the laws of the relevant jurisdictions in which they are located. 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 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 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
or into or from any Restricted Jurisdiction. Doing so may render invalid
any related purported vote in respect of the Acquisition. If the
Acquisition is implemented by way of Takeover Offer (unless otherwise
permitted by applicable law or regulation), the Takeover Offer may not
be made, directly or indirectly, in or into or from within any
Restricted Jurisdiction.
The Acquisition relates to the shares of an English company that is a
"foreign private issuer" as defined in Rule 3bSHY4 under the US
Securities Exchange Act of 1934, as amended, and is proposed to be
effected by means of a scheme of arrangement under English law. Neither
the US proxy solicitation rules nor (unless implemented by means of an
offer) the tender offer rules under the US Securities Exchange Act of
1934, as amended, will apply to the Acquisition. Accordingly, the
Scheme will be subject to the disclosure requirements and practices
applicable to the United Kingdom and under the Code to schemes of
arrangement, which differ from the disclosure 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 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 Novae included in this
announcement and the Scheme Document has been or will have been prepared
in accordance with accounting standards applicable in the United Kingdom
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 pursuant to the Acquisition by a US beneficial owner
of Novae Shares 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 nonSHYUS, tax laws. Each Novae Shareholder is
urged to consult his independent professional adviser immediately
regarding the tax consequences of the Acquisition applicable to him.
If the Acquisition is implemented by way of a Takeover Offer and AXIS
determines to extend such offer into the United States, the offer will
be made in compliance with applicable UK and US securities laws and
regulations, including the US tender offer rules.
In accordance with normal UK practice, AXIS or its nominees, or its
brokers (acting as agents), may from time to time make certain purchases
of, or arrangements to purchase, Novae Shares outside of the US, other
than pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme 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 and the Scheme Document contain statements which are,
or may be deemed to be, "forward-looking statements". Such forward
looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and on numerous
assumptions regarding the business strategies and the environment in
which the AXIS Group or the Enlarged Group will operate in the future
and are subject to risks and uncertainties that could cause actual
results to differ materially from those expressed or implied by those
statements. The forward looking statements relate to the AXIS Group or
the Enlarged Group's future prospects, developments and business
strategies, the expected timing and scope of the Acquisition and other
statements other than historical facts. In some cases, these forward
looking statements can be identified by the use of forward looking
terminology, including the terms "can be", "target", "expect",
"estimate", "aim", "opportunity", "create", "represent", "extend",
"provide", "enable", "achieve", "intend", "will", "would", "could",
"should", "proposed", "enhancing", "synergies", "believe" or their
negatives or other variations or comparable terminology. 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. If any one or more of these risks or uncertainties materialises
or if any one or more of the assumptions prove incorrect, actual results
may differ materially from those expected, estimated or projected. Such
forward looking statements should therefore be construed in the light of
such factors. Neither AXIS nor Novae, 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. Given these risks and uncertainties,
potential investors should not place any reliance on forward looking
statements.
The forward-looking statements speak only at the date of this
announcement. AXIS and Novae expressly disclaim any obligation to update
such statements other than as required by law or by the rules of any
competent regulatory authority, whether as a result of new information,
future events or otherwise.
Dealing and Opening Position Disclosure Requirements of the City 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(s), 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 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 an offeror and Dealing Disclosures must also be made by the
offeree company, by an 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 hard copies
In accordance with Rule 26.1 of the Code, a copy of this announcement
will be published and made available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on AXIS's
website at www.axiscapital.com and Novae's website at www.novae.com by
no later than 12 noon on the Business Day following this announcement.
For the avoidance of doubt, the contents of those websites are not
incorporated by reference into, and do not form part of, this
announcement.
Novae Shareholders and AXIS Shareholders may request a hard copy of this
announcement by contacting the registrar of Novae during business hours
on +44 (0) 370 707 1327 or by submitting a request in writing to
Computershare Investor Services PLC, The Pavilions, Bridgwater Road,
Bristol, BS99 6ZZ. Your attention is drawn to the fact that a hard copy
of this announcement will not be sent to you 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 announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Novae Group plc via Globenewswire
http://www.novae.com/home.aspx
(END) Dow Jones Newswires
October 02, 2017 04:27 ET (08:27 GMT)
Copyright (c) 2017 Dow Jones & Company, Inc.
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