TIDMESUR
RNS Number : 7210K
esure Group plc
17 December 2018
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 OF
SUCH JURISDICTION
17 December 2018
RECOMMED CASH ACQUISITION
of
ESURE GROUP plc
by
BLUE (bc) BIDCO LIMITED
(a WHOLLY-OWNED SUBSIDIARY OF FUNDS ADVISED BY BAIN CAPITAL
PRIVATE EQUITY, LP AND ITS AFFILIATES)
to be effected by means of a Scheme of Arrangement under
Part 26 of the Companies Act 2006
COURT SANCTION OF SCHEME OF ARRANGEMENT
On 14 August 2018, the Independent Directors of esure Group plc
("esure") and the board of Blue (BC) Bidco Limited ("Bidco"), a
wholly-owned subsidiary of funds advised by Bain Capital Private
Equity, LP and its affiliates ("Bain Capital"), announced that they
had agreed the terms of a recommended cash offer pursuant to which
Bidco will acquire the entire issued and to be issued share capital
of esure (the "Acquisition") to be effected by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act (the "Scheme"). The circular in relation to the
Scheme (the "Scheme Document") was posted to Shareholders on 5
September 2018.
esure is pleased to announce that the High Court of Justice in
England and Wales has today sanctioned the Scheme pursuant to which
the Acquisition is being implemented.
It is anticipated that the Effective Date will be 19 December
2018, which is when the Court Order is expected to be delivered to
the Registrar of Companies. There has been no material change to
the expected timetable of principal events for the Acquisition set
out in the announcement made by esure in relation to the
Acquisition on 30 November 2018.
Applications have been made for the de-listing of Shares from
the premium listing segment of the Official List of the UK Listing
Authority and the cancellation of the admission to trading of
Shares on the London Stock Exchange's main market for listed
securities, which will, subject to the Scheme becoming effective,
take effect at 8:00 a.m. (London time) on 19 December 2018.
Full details of the Acquisition are set out in the Scheme
Document published on 5 September 2018.
Capitalised terms used but not defined in this announcement have
the meanings given to them in the Scheme Document.
Enquiries:
esure Group plc
Alice Rivers, Company Secretary +44(0) 1737 235504
Chris Wensley, Head of IR & Strategy +44(0) 1737 641324
Deutsche Bank AG, London Branch
(Financial adviser and corporate broker to
esure) +44(0) 20 7545 8000
James Ibbotson
Citigate Dewe Rogerson (PR adviser to esure) +44(0) 20 7638 9571
Chris Barrie
Goldman Sachs International (Lead financial
adviser to Bidco and Bain Capital) +44(0) 20 7774 1000
Anthony Gutman
Chris Emmerson
Jamie Hay
Dean Street (Financial adviser to Bidco and
Bain Capital) +44(0) 20 3818 8520
Mervyn Metcalf
Graeme Atkinson
Karl Mrowiec
Cenkos (Financial adviser to Bidco and Bain
Capital) +44 (0)20 7397 8900
Bob Morris
Jeremy Osler
Nicholas Wells
Camarco (PR adviser to Bidco and Bain Capital) +44(0) 20 3757 4989
Hazel Stevenson
Important notices
Deutsche Bank AG is authorised under German Banking Law
(competent authority: European Central Bank) and, in the United
Kingdom, by the Prudential Regulation Authority ("PRA"). It is
subject to supervision by the European Central Bank and by BaFin,
Germany's Federal Financial Supervisory Authority, and is subject
to limited regulation in the United Kingdom by the PRA and
Financial Conduct Authority ("FCA"). Details about the extent of
its authorisation and regulation by the PRA, and regulation by the
FCA, are available on request. Deutsche Bank AG, acting through its
London branch ("Deutsche Bank"), is acting as financial adviser and
corporate broker to esure and for no one else in connection with
the Acquisition and will not be responsible to anyone other than
esure for providing the protections afforded to the clients of
Deutsche Bank, nor for providing advice in relation to the
Acquisition or any other matters referred to in this Announcement.
Neither Deutsche Bank nor any of its affiliates, directors or
employees owes or accepts any duty, liability or responsibility
whatsoever (whether direct, indirect, consequential, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Deutsche Bank in connection with this Announcement,
any statement contained herein or otherwise.
Goldman Sachs International, which is authorised by the PRA and
regulated in the United Kingdom by the FCA and the PRA, is acting
as lead financial adviser to Bidco and Bain Capital and for no one
else in connection with the Acquisition and will not be responsible
to anyone other than Bidco and Bain Capital 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.
Dean Street is authorised and regulated by the FCA in the United
Kingdom and is acting as financial adviser to Bidco and Bain
Capital and for no one else in connection with the Acquisition and
other matters referred to in this Announcement and will not be
responsible to anyone other than Bidco and Bain Capital for
providing the protections afforded to its clients or for providing
advice in relation to the Acquisition, the contents of this
Announcement or any other matters referred to in this
Announcement.
Cenkos is authorised and regulated by the FCA in the United
Kingdom and is acting as financial adviser to Bidco and Bain
Capital and for no one else in connection with the Acquisition and
other matters referred to in this Announcement and will not be
responsible to anyone other than Bidco and Bain Capital for
providing the protections afforded to its clients in relation to
the Acquisition, the contents of this Announcement or any other
matters referred to in this Announcement.
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 esure 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 contains the full terms and
conditions of the Acquisition. Each 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
This Announcement has been prepared for the purpose of complying
with English law, the Code and the Listing 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 the United Kingdom.
The availability of the Acquisition to holders of Shares who are
not resident in the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are resident. It is the
responsibility of any person outside the United Kingdom into whose
possession this Announcement comes to satisfy themselves as to the
full observance of the laws of the relevant jurisdiction in
connection with the Acquisition, including the obtaining of any
governmental, exchange control or other consents which may be
required and/or compliance with other necessary formalities which
are required to be observed and the payment of any issue, transfer
or other taxes or levies due in such jurisdiction.
The release, publication or distribution of this Announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to the laws of
other jurisdictions 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.
Unless otherwise determined by Bidco or required by the Code and
permitted by applicable law and regulation, the Acquisition will
not be made available, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction. Accordingly, copies of this Announcement and all
documents relating to the Acquisition are not being, and must not
be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and
persons receiving copies of this Announcement and all documents
relating to the Acquisition (including custodians, nominees and
trustees) must observe these restrictions and must not mail or
otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction.
US holders of Shares should note that the Scheme relates to the
shares of an English company that is a "foreign private issuer" as
defined under Rule 3b-4 under the US Exchange Act and will be
governed by English law. Accordingly, neither the proxy
solicitation rules nor the tender offer rules under the US Exchange
Act will apply to the Acquisition and to the Scheme. Moreover, the
Acquisition and the Scheme will be subject to the disclosure
requirements and practices applicable in the UK to schemes of
arrangement, which differ from the disclosure requirements of the
US proxy solicitation rules and tender offer rules. Financial
information included in this Announcement and the Scheme Document
has been prepared in accordance with accounting standards
applicable in the UK that may not be comparable with the accounting
standards applicable to financial statements of US companies. If
Bidco were to elect to implement the acquisition of the Shares by
way of a Takeover Offer, the offer will be made in compliance with
applicable US securities laws and regulations, including Section
14(e) of the US Exchange Act and Regulation 14E thereunder.
Neither the SEC nor any securities commission of any state of
the US nor any other US regulatory authority 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 US.
In accordance with normal UK practice, Bain Capital or its
nominees, or its brokers (acting as agents), may from time to time
make certain purchases of, or arrangements to purchase, Shares
outside 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, in compliance with applicable
law, including the US Exchange Act. 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.
This Announcement does not constitute an offer to sell or issue
or the solicitation of an offer to buy or subscribe for shares in
any jurisdiction in which such offer or solicitation is
unlawful.
Overseas shareholders should consult their own legal and tax
advisers with respect to the legal and tax consequences of the
Scheme.
Publication on website
A copy of this Announcement will be made available on the esure
website at https://www.esuregroup.com/investors.aspx and the Bain
Capital website at https://www.baincapital.com/news/esureoffer by
no later than 12:00 p.m. on the Business Day following this
Announcement. For the avoidance of doubt, 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.
Shareholders may request a hard copy of this Announcement by
contacting Equiniti on 0333 207 6372 or +44 121 415 0943 (if
calling from outside of the UK). 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
SOAZDLFFVLFXFBD
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December 17, 2018 09:41 ET (14:41 GMT)
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