TIDMBLTG
RNS Number : 0442P
Francisco Partners II L.P.
06 October 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
6 October 2023
RECOMMED CASH OFFER
for
BLANCCO TECHNOLOGY GROUP PLC ("Blancco")
by
WHITE BIDCO LIMITED ("Bidco")
an entity indirectly owned by the Francisco Partners Funds
EXTENSION OF THE OFFER TIMETABLE
1. Summary
On 2 August 2023, the boards of Bidco and Blancco announced the
terms of a recommended all cash offer (the "Offer") to be made by
Bidco for the entire issued and to be issued share capital of
Blancco (other than any Blancco Shares already held by Bidco) at a
price of 223 pence for each Blancco Share, to be implemented by way
of a takeover offer within the meaning of Chapter 3 of Part 28 of
the Companies Act. The full terms of, and conditions to, the Offer
and the procedures for acceptance are set out in the offer
document, which was posted to Blancco Shareholders on 8 August 2023
(the " Offer Document ").
Capitalised terms used but not defined in this announcement have
the meaning given to them in the Offer Document.
2. Extension of the Offer timetable and of the Offer, and action
to be taken by Blancco Shareholders
Bidco is pleased to announce that, in accordance with Rule
31.3(b) of the Takeover Code, "Day 60" of the Offer timetable (the
latest day by which an offer must become or be declared
unconditional as to acceptances) has been extended with the consent
of the Panel and the board of Blancco until 1:00 p.m. (London time)
on 18 October 2023. The Offer has also been extended accordingly
and remains subject to the terms and conditions set out in the
Offer Document.
Blancco Shareholders who have not yet accepted the Offer and who
wish to do so should take action to accept the Offer as soon as
possible. Details of the procedure for doing so are set out under
the heading "Procedure for acceptance of the Offer" below and in
the Offer Document.
3. Level of Acceptances
As at 6.00 p.m. (London time) on 6 October 2023, being the date
of this announcement, Bidco had received valid acceptances of the
Offer in respect of 50,245,020 Blancco Shares representing
approximately 66.36 per cent. of the existing issued share capital
of Blancco as at the close of business on the Latest Practicable
Date, which Bidco may count towards the acceptance condition of the
Offer.
So far as Bidco is aware, included within the above are valid
acceptances in respect of 26,386,176 Blancco Shares (representing
approximately 34.85 per cent. of Blancco's existing issued share
capital) which are the subject of irrevocable undertakings in
favour of Bidco to accept the Offer, given by Soros Fund
Management, Inclusive Capital Partners L.P. and Blancco
Directors.
In addition, so far as Bidco is aware, included within the above
are valid acceptances in respect of 8,875,000 Blancco Shares
(representing approximately 11.72 per cent. of Blancco's existing
issued share capital) which are the subject of a non-binding letter
of intent given by Canaccord Genuity Asset Management Ltd for and
on behalf IFSL Marlborough UK Micro-Cap Growth Fund and IFSL
Marlborough Special Situations Fund.
4. Procedure for acceptance of the Offer
Blancco Shareholders who have not yet accepted the Offer are
urged to do so as soon as possible and by the following
deadlines:
-- Acceptances of the Offer in respect of Blancco Shares in
certi cated form (that is, not in CREST), should be made by
completing and returning the Form of Acceptance (together with the
relevant share certi cate(s) and/or other document(s) of title) as
soon as possible and, in any event, so as to be received by the
Receiving Agent no later than 1.00 p.m. (London time) on 18 October
2023.
-- Acceptances of the Offer in respect of Blancco Shares in
uncerti cated form (that is, in CREST), should be made by way of an
Electronic Acceptance through CREST with settlement as soon as
possible and, in any event, no later than 1.00 p.m. (London time)
on 18 October 2023.
Full details of the procedure to accept the Offer are set out in
paragraph 18 of Part 1 of the Offer Document and, in respect of
certificated Blancco Shares, in the Form of Acceptance. The Offer
Document is available on Bidco's website at https://whitebidco.com/
and on Blancco's website at
https://www.blancco.com/investors/investor-center/information-for-blancco-shareholders/.
If you require assistance, please telephone the Receiving Agent
on 0370 889 4099 (if calling from within the UK) or +44 370 889
4099 (if calling from outside the UK) between 9:00 a.m. to 5:00
p.m. (London time) Monday to Friday.
5. Enquiries:
Powerscourt (PR adviser to Tel: +44 (0)7970 246 725
Francisco Partners)
Elly Williamson
Ollie Simmonds
Canaccord Genuity (financial Tel: +44 (0) 20 7523 8000
adviser to Francisco Partners
and Bidco)
Simon Bridges
Katherine Hobbs
Ropes & Gray International LLP is acting as legal adviser to
Francisco Partners and Bidco.
Further information
Canaccord Genuity, which is regulated in the United Kingdom by
the FCA, is acting as financial adviser to Bidco and Francisco
Partners and no one else in connection with the matters described
in this announcement and will not be responsible to anyone other
than Bidco and Francisco Partners for providing the protections
afforded to clients of Canaccord Genuity, or for providing advice
in connection with the matters referred to herein. Neither
Canaccord Genuity nor any of its group undertakings 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
Canaccord Genuity in connection with this announcement or any
matter referred to herein.
This announcement is for information purposes only and is not
intended to, and does not constitute or form part of any offer or
invitation to purchase, or the solicitation of an offer or
invitation to purchase or 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. The Offer is made solely by the Offer Document, which
(together with the Form of Acceptance in relation to Blancco Shares
held in certificated form), contains the full terms and conditions
of the Offer, including details of how the Offer may be
accepted.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
This announcement has been prepared in accordance 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 prepared in accordance with the laws of
jurisdictions outside England.
The distribution of this announcement in jurisdictions other
than the United Kingdom and the availability of the Offer to
Blancco 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
citizens. 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 Offer disclaim any responsibility or liability for
the violation of such restrictions by any person. Further details
in relation to Overseas Shareholders is contained in the Offer
Document.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the Offer
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 and no person may accept the Offer by any
such use, means, instrumentality or from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Copies of this
announcement and any formal documentation relating to the Offer 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. Doing so may render invalid any related
purported acceptance of the Offer. The Offer may not be made
directly or indirectly, in or into, or by the use of mails or any
means or instrumentality (including, but not limited to, facsimile,
e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of any Restricted
Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
Notice to US investors in Blancco
The Offer relates to the shares of an English company and is
being made by means of a contractual takeover offer under the
Takeover Code and under the laws of England and Wales. The Offer
will be made in the United States pursuant to all applicable laws
and regulations, including, to the extent applicable, Section 14(e)
and Regulation 14E under the US Securities Exchange Act of 1934, as
amended (the "US Exchange Act") and otherwise in accordance with
the requirements of the Takeover Code. Accordingly, the Offer will
be subject to the disclosure and other procedural requirements,
including with respect to withdrawal rights, offer timetable,
settlement procedures and timing of payments that are different
from those applicable under US domestic tender offer procedures and
law. The Offer will be made in the United States by Bidco and no
one else.
In accordance with, and to the extent permitted by, the Takeover
Code and normal UK market practice, Canaccord Genuity and its
respective affiliates may continue to act as exempt principal
traders or exempt market makers in Blancco Shares on AIM and will
engage in certain other purchasing activities consistent with their
respective normal and usual practice and applicable law, as
permitted by Rule 14e-5(b)(9) under the US Exchange Act.
In accordance with, and to the extent permitted by, the Takeover
Code and normal UK market practice, Bidco, its affiliates, their
advisors and nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, Blancco Shares
outside the Offer, such as in open market purchases or privately
negotiated purchases, during the offer period and the period in
which the Offer remains open for acceptance. If such purchases or
arrangements to purchase were to be made, they would be made
outside the US and would comply with applicable law, including
United Kingdom laws and the US Exchange Act. Any such purchases by
Bidco or its affiliates will not be made at prices higher than the
price of the Offer unless the price of the Offer is increased
accordingly. Any information about such purchases or arrangements
to purchase shall be disclosed as required under United Kingdom
laws and will be available to all investors (including US
investors) via the Regulatory Information Service and shall be
available on the London Stock Exchange website at
www.londonstockexchange.com. To the extent that such information is
required to be publicly disclosed in the United Kingdom in
accordance with applicable regulatory requirements, this
information will, as applicable, also be publicly disclosed in the
United States.
It may be difficult for US holders of Blancco Shares to enforce
their rights and any claim arising out of the US securities laws in
connection with the Offer, since Bidco and Blancco are located in a
non-US jurisdiction, and some or all of their officers and
directors may be residents of a non-US jurisdiction. US holders of
Blancco 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
judgement.
The financial information included in the Offer Document has
been prepared in accordance with accounting standards applicable in
the United Kingdom and thus 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 US ("US GAAP"). US GAAP differs in certain
significant respects from accounting standards applicable in the
United Kingdom. None of the financial information in the Offer
Document has been audited in accordance with auditing standards
generally accepted in the United States or the auditing standards
of the Public Company Accounting Oversight Board (United
States).
Neither the Offer nor 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 approved or
disapproved or passed judgement upon the fairness or the merits of
the Offer, or determined if the information contained in this
announcement is adequate, accurate or complete. Any representation
to the contrary is a criminal offence in the United States. The
receipt of cash pursuant to the Offer by a US holder as
consideration for the transfer of its Blancco Shares pursuant to
the Offer will likely 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 US holder of Blancco
Shares is urged to consult their independent legal, tax and
financial advisers regarding the tax consequences of the Offer
applicable to them, including for US federal income tax purposes
and under applicable US state and local, as well as overseas and
other, tax laws.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by Bidco and Blancco
contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Francisco Partners and Blancco 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 made regarding the Offer include
statements relating to the expected effects of the Offer on Bidco
and Blancco (including their future prospects, developments and
strategies), the expected timing and scope of the Offer and other
statements other than historical facts. Often, but not always,
forward-looking statements can be identified by the use of
forward-looking words such as "plans", "expects" or "does not
expect", "is expected", "is subject to", "budget", "projects",
"strategy", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Although Bidco
and/or Blancco (as appropriate) believe that the expectations
reflected in such forward-looking statements are reasonable, Bidco
and Blancco can give no assurance that such expectations will prove
to be correct. 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. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements.
These factors include, but are not limited to: the ability to
complete the Acquisition; the satisfaction of other Conditions on
the proposed terms and schedule; future market conditions; changes
in general economic and business conditions; the behaviour of other
market participants; the anticipated benefits from the Acquisition
not being realised as a result of changes in general economic and
market conditions in the countries in which Bidco and Blancco
operate; weak, volatile or illiquid capital and/or credit markets;
changes in tax rates, interest rate and currency value
fluctuations; the degree of competition in the geographic and
business areas in which Bidco and Blancco operate; and/or changes
in laws or in supervisory expectations or requirements. Other
unknown or unpredictable factors could cause actual results to
differ materially from those in the forward-looking statements.
Such forward-looking statements should therefore be construed in
the light of such factors. Neither Bidco nor Blancco, 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 made regarding the Offer will actually
occur. 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 Blancco is under
any obligation, and Bidco and Blancco 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.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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) applies must be
made by no later than 3.30 pm (London time) on the 10th Business
Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (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 Takeover 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. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(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.
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).
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 Takeover Panel's website at
https://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
This announcement and the documents required to be published
pursuant to Rule 26.1 of the Takeover Code will be available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on a dedicated microsite established for
the purpose of the Acquisition at https://www.whitebidco.com/ and
Blancco's website at
https://www.blancco.com/investors/investor-center/information-for-blancco-shareholders/
promptly and in any event by no later than 12 noon (London time) on
the Business Day following the publication of this announcement.
The content of the websites referred to in this announcement is not
incorporated into and does not form part of this announcement.
In accordance with Rule 30.3 of the Takeover Code, Blancco
Shareholders and persons with information rights may request a hard
copy of this announcement by contacting Blancco's registrars,
Computershare, The Pavilions, Bridgwater Road Bristol BS13 8AE
during business hours between 9.00 a.m. - 5.30 p.m., Monday to
Friday excluding public holidays in England and Wales, on 0370 889
4099 (or +44 370 889 4099 from abroad). 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. Such persons 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.
No profit forecasts, estimates or quantified benefits
statements
Nothing in this announcement is intended, or is to be construed,
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 Blancco for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for Blancco.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
other information provided by Blancco Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Blancco may be provided to Bidco during the
offer period as required under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
Rounding
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 figures that precede them.
General
If you are in 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, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are a resident in the United Kingdom
or, if not, from another appropriately authorised independent
financial adviser.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
OUPMZMGGNVVGFZM
(END) Dow Jones Newswires
October 06, 2023 13:18 ET (17:18 GMT)
Blancco Technology (LSE:BLTG)
Gráfica de Acción Histórica
De Abr 2024 a May 2024
Blancco Technology (LSE:BLTG)
Gráfica de Acción Histórica
De May 2023 a May 2024