Novae Group plc: Publication of Scheme Document
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
2 August 2017
RECOMMENDED CASH ACQUISITION
NOVAE GROUP plc
AXIS Specialty UK Holdings Limited
(a wholly-owned subsidiary of AXIS Capital Holdings Limited)
to be effected by means of a Scheme of Arrangement under
Part 26 of the Companies Act 2006
PUBLICATION OF THE SCHEME DOCUMENT
On 5 July 2017, the boards of Novae Group plc (”Novae”) and AXIS Capital Holdings Limited (”AXIS”) announced that they had agreed the terms of a recommended cash offer pursuant to which AXIS (or, at AXIS’ election, a wholly-owned subsidiary of AXIS) will acquire the entire issued and to be issued ordinary share capital of Novae (the “Acquisition”) to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the “Scheme”).
Publication of the Scheme Document
Novae is pleased to announce that a circular in relation to the Scheme (the “Scheme Document”), setting out, among other things, a letter from the Chairman of Novae, the full terms and conditions of the Scheme, a statutory explanatory statement, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the action to be taken by Novae Shareholders has been published today on the Novae website at www.novae.com.
Hard copies of the Scheme Document and the Forms of Proxy for the Court Meeting and the General Meeting (or, depending on the Novae Shareholders’ communication preferences, a letter or email giving details of the website where the Scheme Document and Forms of Proxy may be accessed) are being sent to Novae Shareholders.
Capitalised terms in this announcement (the “Announcement”), unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this Announcement are to London times unless otherwise stated.
As further detailed in the Scheme Document, in order to become effective, the Scheme will require, among other things, that the requisite majority of eligible Novae Shareholders: (i) vote in favour of the Scheme at the Court Meeting and (ii) pass the Special Resolution at the General Meeting. The Scheme is also subject to the satisfaction or waiver of the Conditions and further terms that are set out in the Scheme Document.
Notices convening the Court Meeting and the General Meeting at 10.00 a.m. (London time) on 29 August 2017 and 10.15 a.m. (London time) (or immediately after the conclusion or adjournment of the Court Meeting) on 29 August 2017, respectively, to be held at 21 Lombard Street, London EC3V 9AH are set out in the Scheme Document.
The Novae Directors, having been so advised by Evercore Partners International LLP (“Evercore”) as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the Novae Directors, Evercore has taken into account the commercial assessments of the Novae Directors.
It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of opinion of the Novae Shareholders. Novae Shareholders are therefore strongly advised to complete, sign and return their blue Form of Proxy or appoint a proxy electronically, for the Court Meeting as soon as possible.
Novae Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.
The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also set out in the Appendix to this Announcement. Subject to the approval of Novae Shareholders and the Court, and to the satisfaction of the other Conditions, the Scheme is expected to become effective in Q4 in 2017.
Information for Novae Shareholders
Copies of this Announcement and the Scheme Document will be available (subject to certain restrictions relating to persons in certain overseas jurisdictions) on Novae’s website at www.novae.com and on AXIS’ website at www.axiscapital.com by no later than 12 noon (London time) on the Business Day following this Announcement up to and including the Effective Date.
A copy of the Scheme Document will shortly be submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM.
If you have any questions about this Announcement, the Scheme Document, the Court Meeting or the General Meeting, or are in any doubt as to how to complete the Forms of Proxy, please call Computershare between 8.30 a.m. and 5.30 p.m. Monday to Friday (except UK public holidays) on +44 (0) 370 707 1327. Calls will be charged at national or international rates as the case may be. Different charges may apply to calls from mobile telephones. Please note that calls may be monitored or recorded and Computershare cannot provide legal, tax or financial advice or advice on the merits of the Scheme.
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
Bruce Garrow +44 20 7523 8000
Chris Connors +44 20 7523 8000
RBC Europe Limited
Oliver Hearsey +44 20 7653 4000
Jonathan Hardy +44 20 7653 4000
AXIS Capital Holdings Limited
Joe Henry, Chief Financial Officer +1 212 500 7600
Linda Ventresca, Corporate Development +1 212 500 7600
Conrad Brooks, General Counsel +1 212 500 7600
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
Evercore, which is authorised and regulated by the Financial Conduct Authority (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 Genuity Limited, 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 subject matter of this Announcement and will not be responsible to anyone other than Novae for providing the protections afforded to its clients or for providing advice in relation to the subject matter of this Announcement.
RBC Europe Limited (”RBC”), which is authorised by the Prudential Regulation Authority (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 International (“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 Specialty UK Holdings Limited (”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 Advisory Partners LLP (”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
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 will contain 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.
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 3b-4 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 the Acquisition or passed upon the adequacy or accuracy of this Announcement. 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 non-US, 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 (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Novae and AXIS 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. Forward-looking statements include, without limitation, statements that typically contain words such as “can be”, “target”, “expect”, “estimate”, “aim”, “opportunity”, “create”, “represent”, “extend”, “provide”, “enable”, “achieve”, “intend”, “will”, “would”, “could”, “should”, “proposed”, “enhancing”, “synergies”, “believe” or similar expressions. By their nature, forward-looking statements involve known or unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. Actual results may differ materially from those expressed in the forward-looking statements depending on a number of factors, including, but not limited to, the enactment of legislation or regulation that may impose costs or restrict activities, the satisfaction of the conditions to the offer, future market conditions, the behaviour of other market participants, an adverse change in the economic climate, a fluctuation in the level of clients’ commercial activity, appropriate consultation with employee representative bodies, a loss of key personnel and the extent to which the Novae and the AXIS Group businesses are successfully integrated. Many of these risks and uncertainties relate to factors that are beyond the companies’ abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants. The forward-looking statements contained in this Announcement are made as of the date hereof. None of Novae, any member of the Novae Group, AXIS, AXIS BidCo or any member of the AXIS Group assumes any obligation or intends publicly to update or revise these forward-looking statements, whether as a result of future events, new information or otherwise except as required pursuant to applicable law.
No profit forecast or estimates
No statement in this Announcement is intended as a profit forecast or profit estimate and no statement in this Announcement should be interpreted to mean that earnings per Novae Share or AXIS Share for the current or future financial years would necessarily match or exceed the respective historical published earnings per Novae Share or AXIS Share or to mean that the Enlarged Group’s earnings in the first 12 months following the Acquisition, or in any subsequent period, would necessarily match or be greater than those of Novae or AXIS for the relevant preceding financial period or any other period.
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
A copy of this Announcement will be made available on the Novae website at www.novae.com and the AXIS website at www.axiscapital.com by no later than 12.00 p.m. (London time) on the Business Day following the date of publication of this Announcement (subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions). For the avoidance of doubt, save as expressly referred to in this Announcement, the contents of those websites are not incorporated into and do not form part of this Announcement.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable is based on Novae’s and AXIS’ current expected dates for the implementation of the Scheme and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Novae Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange.
|Event||Time and/or date|
| Publication of the Scheme Document |
Latest time for lodging Forms of Proxy for the:
Court Meeting (blue form)
General Meeting (yellow form)
Voting Record Time
| 2 August 2017 |
10.00 a.m. on 24 August 2017(1)
10.15 a.m. on 24 August 2017(2)
6.00 p.m. on 24 August 2017(3)
10.00 a.m. on 29 August 2017
10.15 a.m. on 29 August 2017(4)
|The following dates are indicative only and are subject to change(5)|
|Scheme Court Hearing||A date expected to be in the fourth quarter of 2017, subject to regulatory and merger control clearances (”D”)|
| Last day of dealings in, and for the registration of transfers of, Novae Shares |
Scheme Record Time
Suspension of dealings in and disablement of CREST of Novae Shares
Effective Date of the Scheme
Cancellation of listing of Novae Shares
Latest date for despatch of cheques and crediting of CREST for cash consideration due under the Scheme
Long Stop Date
| D+1 |
6.00 p.m. on D+1
7.30 a.m. on D+2
By 8.00 a.m. on D+2
By 8.00 a.m. on D+2
within 14 days of the Effective Date
31 March 2018(6)
| Notes: |
(1) It is requested that blue Forms of Proxy for the Court Meeting be lodged not later than 48 hours prior to the time appointed for the Court Meeting or, if the Court Meeting is adjourned, the time fixed for any adjourned Court Meeting (excluding in either case any part of such 48 hour period falling on a non-Business Day). If the blue Form of Proxy for the Court Meeting is not returned by the above time, it may be handed to a representative of Computershare or to the Chairman of the Court Meeting before the start of that Meeting.
(2) In order to be valid, the yellow Forms of Proxy for the General Meeting must be received by 10.15 a.m. on 24 August 2017 or, if the General Meeting is adjourned, 48 hours prior to the time fixed for the adjourned General Meeting (excluding any part of such 48 hour period falling on a non-Business Day).
(3) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6.00 p.m. on the day which is two days (excluding non-Business Days) prior to the date set for such adjourned meeting.
(4) To commence at 10.15 a.m. or as soon thereafter as the Court Meeting shall have concluded or adjourned.
(5) These dates are indicative only and will depend, amongst other things, on the date upon which (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies.
(6) This is the latest date by which the Scheme may become effective. However, the Long Stop Date may be extended to such later date as Novae and AXIS may agree in writing (with the Panel’s consent and as the Court may approve (should such approval(s) be required).
All references in this Announcement to times are to London time unless otherwise stated. All dates by reference to “D+1” and “D+2” will be to the Business Day falling immediately after the date indicated.