TIDMPAYS

RNS Number : 9180Z

Paysafe Group PLC

20 December 2017

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

For immediate release

This announcement contains inside information

20 December 2017

RECOMMED CASH ACQUISITION

of

PAYSAFE GROUP PLC

by

PI UK BIDCO LIMITED

a newly formed company jointly-owned by a consortium of funds managed by

Blackstone and funds managed and/or advised by CVC (together, the

"Consortium")

to be effected

by way of a scheme of arrangement

under section 152 of the Isle of Man Companies Act 1931

Scheme of arrangement becomes effective

On 18 December 2017, the board of Paysafe Group PLC ("Paysafe") announced that the High Court of Justice in the Isle of Man had sanctioned the scheme of arrangement under section 152 of the Isle of Man Companies Act 1931 (the "Scheme") by which the recommended cash offer made by Pi UK Bidco Limited ("Bidco"), a jointly owned subsidiary of the Consortium, for the entire issued and to be issued ordinary share capital of Paysafe (the "Acquisition") is being implemented.

Paysafe today announces that, following the delivery of the Court Order to the Registrar of Companies, the Scheme has now become effective in accordance with its terms and the entire issued and to be issued ordinary share capital of Paysafe is now owned by Bidco.

Pursuant to the terms of the Scheme, each Scheme Shareholder whose name appeared in the register at the Scheme Record Time, being 6.00 p.m. on 19 December 2017, will receive 590 pence in cash for each Scheme Share held (the "Consideration"). The Consideration will be settled by or on behalf of Bidco within 14 days of the date of this announcement. Full settlement details, including those relating to Scheme Shares issued under the Paysafe Share Schemes, are set out in the scheme document published on 31 August 2017 in relation to the Acquisition (the "Scheme Document").

Dealings in Paysafe Shares on the London Stock Exchange's main market for listed securities and the listing of Paysafe Shares on the premium listing segment of the Official List of the UK Listing Authority have each been suspended. Applications have been made to the UK Listing Authority and the London Stock Exchange in relation to the delisting of Paysafe Shares from the premium listing segment of the Official List of the UK Listing Authority and the cancellation of the admission to trading of Paysafe Shares on the London Stock Exchange's main market for listed securities, which will take place at 8.00 a.m. tomorrow, 21 December 2017.

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.

Enquiries:

Paysafe

 
 Andrew Griffin (SVP, Market Intelligence    Tel: +44 (0) 
  and Investor Relations)                     20 3890 8762 
 

Lazard (Lead financial adviser to Paysafe)

 
 Cyrus Kapadia   Tel: +44 (0) 
                  20 7187 2000 
 Nicholas Page 
 

RBC Capital Markets (Financial adviser to Paysafe)

 
 Jason Gurandiano     Tel: +1 (212) 
                       428 6200 
 Erik-Jaap Molenaar 
 

Deutsche Bank AG, London Branch (Financial adviser and corporate broker to Paysafe)

 
 Adam Miller          Tel: +44 (0) 
  Charles Wilkinson    20 7545 8000 
 

Brunswick Group (Public relations adviser to Paysafe)

 
 Brian Buckley     Tel: +44 (0) 
                    20 7404 5959 
 Jonathan Glass 
 

Lazard & Co., Limited, which is authorised by and regulated by the FCA in the United Kingdom, is acting exclusively as lead financial adviser to Paysafe and no one else in connection with the Acquisition and will not be responsible to anyone other than Paysafe for providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither Lazard & Co., Limited 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 Lazard & Co., Limited in connection with this announcement, any statement contained herein or otherwise.

RBC Europe Limited (trading as RBC Capital Markets), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Paysafe and no one else in connection with the Acquisition and will not be responsible to anyone other than Paysafe for providing the protections afforded to clients of RBC Capital Markets nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither RBC Europe Limited nor any of its affiliates 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 RBC Europe Limited in connection with this announcement, any statement contained herein or otherwise.

Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the 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 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 ("DB"), is acting as financial adviser and corporate broker to Paysafe and no one else in connection with the Acquisition and will not be responsible to anyone other than Paysafe for providing the protections afforded to clients of DB, nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither DB 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 DB in connection with this announcement, any statement contained herein or otherwise.

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 contains the full terms and conditions of the Acquisition, including details of how to vote in respect 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. Scheme Shareholders are strongly advised to read the formal documentation in relation to the Acquisition.

This announcement has been prepared for the purpose of complying with Isle of Man law, English law, the Listing Rules 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 and the Isle of Man.

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.

Overseas shareholders

The laws of the relevant jurisdictions may affect the availability of the Acquisition to persons who are not resident in the United Kingdom or the Isle of Man. Persons who are not resident in the United Kingdom or the Isle of Man, or who are subject to laws of any jurisdiction other than the United Kingdom or the Isle of Man, should inform themselves about, and observe any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom or the Isle of Man should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom or the Isle of Man to vote their Paysafe Shares at the Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Paysafe Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

The Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this announcement and formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction. In the event that the Acquisition is implemented by way of a Takeover Offer and extended into the US, Bidco will do so in satisfaction of the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto. The Acquisition relates to the shares of a company incorporated in the Isle of Man and it is proposed to be made by means of a scheme of arrangement provided for under the laws of the Isle of Man. The Scheme will relate to the shares of an Isle of Man company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act. A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements and practices applicable in the UK and Isle of Man to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK and the Isle of Man and may not be comparable to the financial statements of US companies. However, if Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the US by Bidco and no one else. In addition to any such Takeover Offer, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Paysafe outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made they would be made outside the United States in compliance with applicable law, including the US Exchange Act.

Forward-looking statements

This announcement may contain certain "forward-looking statements" with respect to Bidco or Paysafe. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco or Paysafe and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the business of Bidco or Paysafe.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to the Consortium, Bidco or Paysafe or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. The Consortium, Bidco and Paysafe assume no obligation to update publicly or revise forward-looking or other statements contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per ordinary share for Paysafe for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Paysafe.

Publication on website and availability of hard copies

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Paysafe's website at www.paysafe.com/investors by no later than 12:00 noon on the Business Day following this announcement. Neither the contents of this website nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this announcement, free of charge, by contacting Credit Suisse on +44 (0) 20 7888 8888, Lazard on +44 (0) 20 7187 2000 or RBC Capital Markets on +1 (212) 428 6200. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled 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.

Information relating to Paysafe Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Paysafe Shareholders, persons with information rights and other relevant persons for the receipt of communications from Paysafe may be provided to the Consortium and Bidco during the Offer Period as required under section 4 of Appendix 4 of the Code.

This information is provided by RNS

The company news service from the London Stock Exchange

END

SOAGCBDDRXDBGRG

(END) Dow Jones Newswires

December 20, 2017 04:39 ET (09:39 GMT)

Paysafe (LSE:PAYS)
Historical Stock Chart
From Sep 2022 to Oct 2022 Click Here for more Paysafe Charts.
Paysafe (LSE:PAYS)
Historical Stock Chart
From Oct 2021 to Oct 2022 Click Here for more Paysafe Charts.