TIDMCBP
RNS Number : 6805N
Curtis Banks Group PLC
26 September 2023
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
26 September 2023
RECOMMED CASH ACQUISITION
OF
CURTIS BANKS GROUP PLC ("CURTIS BANKS")
BY
NUCLEUS CLYDE ACQUISITION LIMITED ("BIDCO")
(a newly formed company wholly-owned by Nucleus Financial
Platforms Limited ("Nucleus"))
to be implemented by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 (the
"Scheme")
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
On 6 January 2023, the boards of Curtis Banks and Bidco
announced that they had reached agreement on the terms of a
recommended cash acquisition by Bidco of the entire issued and to
be issued share capital of Curtis Banks (the "Acquisition"). The
Acquisition was to be effected by means of the Scheme.
A circular in relation to the Acquisition was published by
Curtis Banks on 31 January 2023 (the "Scheme Document"). On 27
February 2023, the Scheme was approved by the requisite majorities
of Scheme Shareholders at the Court Meeting and the Resolution
relating to the implementation of the Scheme was approved by the
requisite majority of Curtis Banks Shareholders at the General
Meeting. On 21 September 2023, the High Court of Justice in England
and Wales sanctioned the Scheme pursuant to which the Acquisition
is being implemented.
Capitalised terms in this announcement, unless otherwise
defined, have the same meaning as set out in the Scheme Document
and all references to times in this announcement are to London,
United Kingdom time unless otherwise stated.
Scheme of arrangement becomes effective
Curtis Banks is pleased to announce that following the delivery
of a copy of the Court Order to the Registrar of Companies today
(together with a copy of the Scheme and all documents required to
be annexed thereto), the Scheme has now become Effective in
accordance with its terms and the entire issued share capital of
Curtis Banks is now owned or controlled by Bidco. The Acquisition
has therefore now completed.
Additionally, as a result of the Scheme becoming Effective,
David Barrel, Bill Rattray, Susan McInnes and Christopher Mills
have resigned as non-executive directors of the board of Curtis
Banks.
Settlement
Scheme Shareholders on the register of members of Curtis Banks
at the Scheme Record Time, being 6.00 p.m. on 25 September 2023,
will be entitled to receive 350 pence in cash for each Scheme Share
held.
Settlement of the consideration to which any Curtis Banks
Shareholder is entitled in respect of the Acquisition will be
effected within 14 days of this announcement, being 10 October
2023.
Suspension and cancellation of trading of Curtis Banks Shares on
AIM
As previously announced, dealings in Curtis Banks Shares were
suspended with effect from 7.30 a.m. this morning, 26 September
2023. As a result of the Scheme having become Effective, share
certificates in respect of Scheme Shares will cease to be valid
documents of title and entitlements to Scheme Shares held in
uncertificated form in CREST are being cancelled.
An application has been made for the cancellation of the
admission to trading of Curtis Banks Shares on the AIM market,
which is expected to take effect by no later than 7.00 a.m. on 27
September 2023.
As a result of this announcement, Curtis Banks is no longer in
an "Offer Period" as defined in the Takeover Code and accordingly
the dealing disclosure requirements previously notified to
investors no longer apply.
Enquiries:
Curtis Banks
Peter Docherty, Interim Chief Executive Officer Tel: +44 (0)117
910 7910
Dan Cowland, Chief Financial Officer
Fenchurch Advisory Partners (Lead financial adviser to Curtis
Banks)
Graham Marchant Tel: +44 (0)20 7382 2222
Divya Dhar
Peel Hunt LLP (Financial adviser (Rule 3), corporate broker and
NOMAD to Curtis Banks)
Andrew Buchanan Tel: +44 (0)207 418 8900
James Steel
Singer Capital Markets (Joint broker to Curtis Banks)
Rick Thompson Tel: +44 (0)20 7496 3000
James Moat
Instinctif Partners (Investor relations adviser to Curtis
Banks)
Tim Linacre Tel: +44 7949 939237
Victoria Hayns
Joe Quinlan
Evercore (Financial adviser to Nucleus and Bidco)
Ollie Clayton Tel: +44 (0)20 7653 6000
Ed Banks
Demetris Efthymiou
Harrison George
TB Cardew (Public relations adviser to Nucleus and Bidco)
Tom Allison Tel: +44 (0)77 8999 8020
Shan Shan Willenbrock Tel: +44 (0)77 7584 8537
Olivia Rosser Tel: +44 (0)7552 864 250
Important notices
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated by the Financial Conduct Authority in the
UK, is acting exclusively as financial adviser to Nucleus and Bidco
and no one else in connection with the matters described in this
announcement and will not be responsible to anyone other than
Nucleus and Bidco for providing the protections afforded to clients
of Evercore nor for providing advice in connection with the matters
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, any offer or otherwise. Apart from the
responsibilities and liabilities, if any, which may be imposed on
Evercore by the Financial Services and Markets Act 2000 and
successor legislation, or the regulatory regime established
thereunder, or under the regulatory regime of any jurisdiction
where exclusion of liability under the relevant regulatory regime
would be illegal, void or unenforceable, neither Evercore nor any
of its affiliates accepts any responsibility or liability
whatsoever for the contents of this announcement, and no
representation, express or implied, is made by it, or purported to
be made on its behalf, in relation to the contents of this
announcement, including its accuracy, completeness or verification
of any other statement made or purported to be made by it, or on
its behalf, in connection with Nucleus, Bidco or the matters
described in this announcement. To the fullest extent permitted by
applicable law, Evercore and its affiliates accordingly disclaim
all and any responsibility or liability whether arising in tort,
contract or otherwise (save as referred to above) which they might
otherwise have in respect of this announcement or any statement
contained herein.
Fenchurch Advisory Partners LLP ("Fenchurch"), which is
authorised and regulated by the Financial Conduct Authority, is
acting exclusively for Curtis Banks and no one else in connection
with the matters referred to in this announcement. Fenchurch will
not be responsible to anyone other than Curtis Banks for providing
the protections afforded to clients of Fenchurch, nor for providing
advice in relation to the contents of, or matters referred to in,
this announcement. Neither Fenchurch nor any of its 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 the matters referred to in this
announcement, or otherwise.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Curtis Banks and for no one else in connection with
the matters referred to in this announcement. Peel Hunt will not be
responsible to anyone other than Curtis Banks for providing the
protections afforded to clients of Peel Hunt nor for providing
advice in relation to the contents of, or matters referred to in,
this announcement. Neither Peel Hunt nor any of its 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 Peel
Hunt in connection with the matters referred to in this
announcement, or otherwise.
Singer Capital Markets Advisory LLP ("Singer Capital Markets"),
which is authorised and regulated by the UK Financial Conduct
Authority, is acting exclusively for Curtis Banks and for no one
else and will not be responsible to anyone other than Curtis Banks
for providing the protections afforded to its clients or for
providing advice in relation to the matters referred to in this
announcement. Singer Capital Markets, nor any of its 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 Singer
Capital Markets 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 any part of, an offer
to sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise. The
Acquisition will be made solely through the Scheme Document and the
accompanying Forms of Proxy, which contain the full terms and
conditions of the Acquisition. Any approval, decision or other
response to the Acquisition should be made only on the basis of the
information in the Scheme Document. Curtis Banks Shareholders are
strongly advised to read the formal documentation in relation to
the Acquisition. Each Curtis Banks Shareholder is urged to consult
its independent professional adviser immediately regarding the tax
consequences to it (or its beneficial owners) of the
Acquisition.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and service of this announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this announcement since such date.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas shareholders
This announcement has been prepared in accordance with, and for
the purposes of complying with, English law, the Takeover Code, the
Market Abuse Regulation and the AIM Rules, and 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.
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
laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe, any applicable legal or
regulatory requirements.
The availability of the Acquisition to Curtis Banks Shareholders
who are not resident in and citizens of the United Kingdom may be
affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizen. Persons who are not
resident in the United Kingdom should inform themselves of, and
observe any applicable legal or regulatory requirements of their
jurisdictions. 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. Further details in
relation to Overseas Shareholders are contained in the Scheme
Document.
Neither this announcement nor the Scheme Document nor any of the
accompanying documents do or are intended to constitute or form
part of any offer or invitation to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval pursuant to the Scheme or
otherwise, in any jurisdiction in which such offer, invitation or
solicitation is unlawful. This announcement, the Scheme Document
and the accompanying Forms of Proxy have been prepared for the
purposes of complying with English law, the rules of the London
Stock Exchange, the AIM Rules and the Takeover 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 and Wales.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, neither this
announcement nor the Scheme Document will be made available, in
whole or in part, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would constitute a violation
of the relevant laws or regulations of such jurisdiction. 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 it in or into or from
any Restricted Jurisdiction.
The Acquisition is subject to English law and the jurisdiction
of the Court, and the applicable requirements of the Takeover Code,
the Panel, the FCA, the London Stock Exchange (including pursuant
to the AIM Rules) and the Registrar of Companies.
Additional information for US investors
The Acquisition relates to the shares of an English company with
a quotation on AIM and is being made by means of a scheme of
arrangement provided for under English company law. The 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 and practices
applicable in the United Kingdom to schemes of arrangement which
differ from the disclosure requirements of United States tender
offer and proxy solicitation rules.
Financial information included in this announcement and the
Scheme Document has been or will be 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 holder
of Curtis Banks Shares 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 Curtis
Banks Shareholder is therefore urged to consult with independent
legal, tax and financial advisers in connection with making a
decision regarding the Acquisition.
It may be difficult for US holders of Curtis Banks Shares to
enforce their rights and any claim arising out of the US federal
laws in connection with the Acquisition, since Bidco and Curtis
Banks are located in, and organised under the laws of, a non-US
jurisdiction, and some or all of their officers and directors may
be residents of a non-US jurisdiction. US holders of Curtis Banks
Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of the 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 jurisdiction
or judgement.
The information contained in this announcement and the Scheme
Document has neither been approved nor disapproved by the SEC or
any US state securities commission. Neither the SEC, nor any state
securities commission, has passed upon the fairness or merits of
the Acquisition described in, nor upon the accuracy or adequacy of
the information contained in, this announcement or the Scheme
Document. Any representation to the contrary is a criminal offence
in the United States.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Securities Exchange Act of 1934, Bidco, certain
affiliated companies and their nominees or brokers (acting as
agents), may from time to time make certain purchases of, or
arrangements to purchase, Curtis Banks 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. Also, in accordance with Rule 14e-5(b) of the US
Securities Exchange Act of 1934, each of Evercore, Fenchurch, Peel
Hunt and Singer Capital Markets Securities Limited will continue to
act as an exempt principal trader in Curtis Banks Shares on the
London Stock Exchange. If such purchases or arrangements to
purchase were to be made, they would occur either in the open
market at prevailing prices or in private transactions at
negotiated prices and comply with applicable law, including the US
Securities Exchange Act of 1934. Any information about such
purchases will be disclosed as required in the UK, will be reported
to the Regulatory News Service of the London Stock Exchange and
will be available on the London Stock Exchange website at
www.londonstockexchange.com.
Cautionary Note Regarding Forward-looking statements
This announcement (including information incorporated by
reference into this announcement), statements made regarding the
Acquisition, and other information to be published by Bidco,
Nucleus and/or Curtis Banks, contain statements which are, or may
be deemed to be, "forward-looking statements". Forward-looking
statements are prospective in nature and not based on historical
facts, but rather on current expectations and projections of the
management of Bidco, Nucleus and/or Curtis Banks 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 with respect to the financial condition, results
of operations and business of Curtis Banks and certain plans and
objectives of Bidco and/or Nucleus with respect thereto and other
statements other than historical facts. Often, but not always,
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts and may use words
such as "anticipate", "target", "expect", "estimate", "forecast",
"intend", "plan", "budget", "scheduled" "goal", "believe", "hope",
"aims", "continue", "will", "may", "should", "would", "could", or
other words of similar meaning. These statements are based on
assumptions and assessments made by Curtis Banks and/or Bidco
and/or Nucleus in light of their experience and their perception of
historical trends, current conditions, future developments and
other factors they believe appropriate. By their nature,
forward-looking statements involve known and unknown risk and
uncertainty and other factors which may cause actual results,
performance or developments to differ materially from those
expressed in or implied by such, because they relate to events and
depend on circumstances that will occur in the future. Although
Bidco and/or Nucleus and/or Curtis Banks believe that the
expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will
prove to have been correct and you are therefore cautioned not to
place undue reliance on these forward-looking statements which
speak only as at the date of this announcement. Neither Bidco nor
Nucleus nor Curtis Banks assumes any obligation to update or
correct the information contained in this announcement (whether as
a result of new information, future events or otherwise), except as
required by applicable law.
There are a number of factors which could cause actual results
and developments to differ materially from those expressed or
implied in forward-looking statements. Among the factors that could
cause actual results to differ materially from those described in
the forward-looking statements 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 on the proposed terms; changes in the global,
political, economic, business and competitive environments and in
market and regulatory forces; changes in future exchange and
interest rates; changes in tax rates; future business combinations
or dispositions; changes in general and economic business
conditions; changes in the behaviour of other market participants;
the anticipated benefits of the Acquisition not being realised as a
result of changes in general economic and market conditions in the
countries in which Bidco, Nucleus and/or Curtis Banks operate;
weak, volatile or illiquid capital and/or credit markets; changes
in the degree of competition in the geographic and business areas
in which Bidco, Nucleus and/or Curtis Banks 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 expected, estimated or projected in the
forward-looking statements. If any one or more of these risks or
uncertainties materialises or if any one or more of the assumptions
proves 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 Bidco nor Nucleus nor Curtis Banks, 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 their announcement will actually occur. Given the risks and
uncertainties, you are cautioned not to place any reliance on these
forward-looking statements.
Other than in accordance with their legal or regulatory
obligations, neither Bidco nor Nucleus nor Curtis Banks is under
any obligation, and Bidco, Nucleus and Curtis Banks 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, profit estimate or quantified benefits statement for any
period and no statement in this announcement should be interpreted
to mean that earnings or earnings per share for Curtis Banks for
the current or future financial years would necessarily match or
exceed the historical published earnings or earnings per share for
Curtis Banks.
Publication of this announcement on website
Pursuant to Rule 26 of the Takeover Code, a copy of this
announcement will be made available, free of charge, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Curtis Banks' website at
https://www.curtisbanks.co.uk/investors/pc-communications-library/
and on Nucleus' website at
https://www.nucleusfinancialplatforms.com/our-recommended-acquisition-of-curtis-banks-group-plc
by no later than 12:00 p.m. on the Business Day following this
announcement.
For the avoidance of doubt, neither the contents of Curtis
Banks' website, nor those of Nucleus' website, nor those of any
website accessible from hyperlinks on either Curtis Banks' or
Nucleus' websites, are incorporated into or form part of this
announcement.
Right to receive documents in hard copy form
In accordance with Rule 30.3 of the Takeover Code, Curtis Banks
Shareholders, persons with information rights and participants in
the Curtis Banks Share Plans may request a hard copy of this
announcement by contacting Curtis Banks' registrars, Computershare,
by: (i) submitting a request in writing to Computershare, The
Pavilions, Bridgwater Road, Bristol, BS99 6ZY, United Kingdom; or
(ii) calling +44 (0370) 707 1718. Calls are charged at the standard
geographical rate and will vary by provider. Calls outside the
United Kingdom will be charged at the applicable international
rate. Phone lines are open between 8.30 a.m. and 5.30 p.m. (London
time), Monday to Friday (excluding public holidays in England and
Wales). Please note that Computershare cannot provide any
financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes.
For any of such persons who receive a copy of this announcement
in electronic form, a hard copy of this announcement will not be
sent unless so requested. Such persons may also request that all
future documents, announcements and information to be sent to them
in relation to the Acquisition should be in hard copy form.
This information is provided by RNS, the news service of the
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END
SOALFMPTMTJTMTJ
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September 26, 2023 04:35 ET (08:35 GMT)
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