Posting Of Scheme Document

RNS Number : 9995U

Allocate Software PLC

22 October 2014

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

22 October 2014

RECOMMENDED CASH OFFER

for

Allocate Software Plc ("Allocate")
by

Acorn Bidco Limited ("Bidco")

POSTING OF SCHEME DOCUMENT

On 14 October 2014, the boards of Bidco and Allocate announced that they had reached agreement on the terms of a recommended cash offer pursuant to which Bidco shall acquire the entire issued and to be issued ordinary share capital of Allocate for 153.55 pence in cash for each Allocate Share (the "Acquisition"). As outlined in that announcement, it is intended that the Acquisition will be effected by means of a scheme of arrangement under Part 26 of the Companies Act (the "Scheme").

Allocate and Bidco are pleased to announce that a scheme document (the "Scheme Document") containing, among other things, a letter from the Chairman of Allocate, an explanatory statement, full terms and conditions of the Scheme, details of the actions to be taken by Allocate Shareholders and notices convening a Court Meeting and General Meeting for 10.00 a.m. and 10.15 a.m. respectively, on 17 November 2014 at the offices of Taylor Wessing LLP, 5 New Street Square, London, EC4A 3TW, is today being posted to the Allocate Shareholders.

Subject to the approval of Allocate's Shareholders, the sanction of the Court and the satisfaction or waiver of the other conditions to which the Scheme is subject, it is expected that the Scheme will become effective on 8 December 2014. The expected timetable of principal events for the implementation of the Acquisition is attached to this announcement. If any of the key dates set out in the expected timetable change an announcement will be made via a Regulatory Information Service.

Allocate Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Participants in the Allocate Option Schemes will receive further details of the effect of the Scheme on their outstanding Allocate Options in separate letters, which will be despatched to them in due course.

Copies of this announcement and the Scheme Document will also be available, subject to certain restrictions relating to Restricted Jurisdictions, for inspection on Bidco's website (www.acornbid.com) and on Allocate's website (www.allocatesoftware.com)

Capitalised terms used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Document.

Shareholder helpline

A helpline is available for Allocate Shareholders on 0871 664 0300 if calling from within the United Kingdom or, if calling from outside the United Kingdom, [phone]. Calls to the helpline from the UK cost 10 pence per minute from a BT landline. Other network providers' costs may vary. Lines are open from 9.00 a.m. to 5.30 p.m. Monday to Friday (except English bank holidays). Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline is available to answer questions regarding the Scheme Document, the Meetings or the completion and return of the Forms of Proxy. However, it cannot provide advice on the merits of the Acquisition nor give any financial, legal or tax advice.

Enquiries:
Allocate Software Plc	Tel: [phone]
Ian Bowles (Chief Executive Officer) Chris Gale (Chief Financial Officer)
William Blair International, Ltd. (lead financial adviser and Rule 3 adviser to Allocate)	Tel: [phone]
Raphael Grunschlag / Oliver Parker
Numis Securities Limited (broker, joint financial adviser and Nominated Adviser to Allocate)	Tel: [phone]
Simon Willis / Richard Thomas (Corporate Finance) James Black (Corporate Broking)
FTI Consulting (media enquiries in respect of Allocate)	Tel: [phone]
Matt Dixon / Chris Lane
Bidco and HgCapital	Tel: [phone]
Matthew Brockman / David Issott
Investec Bank plc (financial adviser to Bidco and HgCapital)	Tel: [phone]
Dominic Emery / Andrew Pinder
Maitland (media enquiries in respect of Bidco and/or HgCapital) Peter Ogden	Tel: [phone]

Important Notices

Investec Bank plc, which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom, is acting for Bidco and HgCapital and no-one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and HgCapital for providing the protections afforded to clients of Investec or for providing advice in relation to the Acquisition, the contents of this announcement or any other matters referred to in this announcement.

William Blair International, Ltd, which is regulated by the FCA in the United Kingdom, is acting as lead financial adviser to Allocate and no-one else in relation to the subject matter of this announcement and will not be responsible to anyone other than Allocate for providing the protections afforded to clients of William Blair nor for providing advice in relation to the subject matter of this announcement.

Numis Securities Limited, which is authorised and regulated by the FCA in the United Kingdom, is acting as joint financial adviser, nominated adviser and corporate broker to Allocate and no-one else in relation to the subject matter of this announcement and will not regard any other person as its client in relation to the subject matter of this announcement and will not be responsible to anyone other than Allocate for providing the protections afforded to clients of Numis nor for providing advice in relation to the subject matter of this announcement.

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise. The Acquisition shall be made solely by means of the Scheme Document or any document by which the Acquisition is made which shall contain the full terms and Conditions of the Acquisition, including details of how to vote in respect of the acquisition.

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 the United Kingdom.

The Acquisition shall be subject to the applicable requirements of the Code, the AIM Rules, the Panel, the London Stock Exchange and the Financial Conduct Authority.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

The release, publication or distribution of this announcement in or into any jurisdiction other than the United Kingdom may be restricted by law and the availability of the Acquisition to Allocate Shareholders who are not resident in the United Kingdom may be restricted by the laws of the relevant jurisdiction in which they are located. Such persons should inform themselves of, and observe, all applicable legal and regulatory requirements of their jurisdictions. Any failure to comply with the requirements of such jurisdictions may constitute a violation of the securities laws of such jurisdictions. 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 purposes of complying with English law, the rules of the London Stock Exchange 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 other than England and Wales.

This announcement is not intended to and does not constitute, or form part of, any offer to sell or issue or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

The Acquisition will not be made, directly or indirectly, in or into, any 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, transmitted, distributed, sent or accessed in or into or from any Restricted Jurisdiction. Persons receiving this announcement (including without limitation custodians, nominees and trustees) should observe these restrictions and must not mail or otherwise forward, transmit, distribute or send it in or into or from any Restricted Jurisdiction.

Notice to US Holders

US Holders should note that the Acquisition relates to the securities of an English company, is subject to UK disclosure requirements (which are different from those of the US) and is proposed to be implemented under a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules under the US Exchange Act and the proxy solicitation rules under the US Exchange Act will not apply to the Acquisition. Accordingly, the Scheme will be subject to UK disclosure requirements and practices, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules.

The information contained in this document has neither been approved or disapproved by the US Securities and Exchange Commission (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 proposal described in, nor upon the accuracy or adequacy of the information contained in, this document.

The financial information included in this announcement has been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to the financial statements of US companies. US generally accepted accounting principles (or "GAAP") differ in certain respects from International Financial Reporting Standards used in the United Kingdom. None of the financial information in this announcement has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Accounting Oversights Board (United States).

The receipt of cash pursuant to the Acquisition by a US Holder as consideration for the cancellation 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 Allocate Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him or her.

It may be difficult for US Holders to enforce claims arising out of US laws, since Bidco and Allocate are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US Holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of certain 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.

If Bidco were to exercise its right to implement the acquisition of the Allocate Shares by way of a takeover offer, Bidco or its nominees, or its brokers (acting as agents), could make certain purchases of, or arrangements to purchase, Allocate Shares outside of the US, other than pursuant to the takeover offer, in accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act. These purchases could occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases would be disclosed as required in the UK, would be reported via an RIS notification and would be available on the London Stock Exchange website at http://www.londonstockexchange.com/prices-and-news/pricesnews/home.htm.

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/or Allocate may contain statements which are, or may be deemed to be, "forward-looking statements". Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "will", "shall", "may", "should", "continue", "believe", "expect", "intend", "anticipate", "forecast", "plan" and "project" or similar expressions. Such statements reflect the relevant company's or person's current views with respect to future events and are subject to risks, assumptions and uncertainties that could cause the actual results to differ materially from those expressed or implied by such forward-looking statements.

Many of these risks, assumptions and uncertainties relate to factors that are beyond the companies' or relevant persons' abilities to control or estimate precisely, including the following: future market conditions, changes in general economic and business conditions, regulatory changes, the behaviour of other market participants, litigation, weak, volatile or illiquid capital and/or credit markets, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which Bidco and Allocate operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could also cause actual results to differ materially from those in the forward-looking statements. Neither Bidco nor Allocate can give any assurance that the forward-looking statements will prove to have been correct. You should not, therefore, place undue reliance on these forward-looking statements, which speak only as of the date of this announcement. Neither Bidco nor Allocate undertakes any obligation to update or revise publicly any of the forward-looking statements set out in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

None of Allocate, Bidco or HgCapital, 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 this announcement (including the information incorporated by reference into this announcement) will actually occur. You are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof.

No profit forecasts or estimates

No statement in this announcement or incorporated by reference into 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 share for Allocate, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Allocate.

Disclosure requirements of the 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) 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, 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 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 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 http://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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Electronic Communications

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

Publication on Website and Availability of Hard Copies

In accordance with Rule 30.4 of the Code, a copy of this announcement together with all information incorporated into this announcement by reference to another source will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Bidco's website (www.acornbid.com) and on Allocate's website (www.allocatesoftware.com) by no later than 12 noon (London time) on the Business Day following the publication of this announcement. For the avoidance of doubt, the contents of those websites are not incorporated by reference and do not form part of this announcement.

 APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event	Expected time/date(1)
Date of publication of this document	22 October 2014
Latest time for lodging Forms of Proxy for the:
Court Meeting (BLUE form)	10.00 a.m. on 13 November 2014(2)
General Meeting (WHITE form)	10.15 a.m. on 13 November 2014 (3)
Scheme Voting Record Time	6.00 p.m. on 13 November 2014(4)
Court Meeting	10.00 a.m. on 17 November 2014
General Meeting	10.15 a.m. on 17 November 2014 (5)
Scheme Court Hearing (to sanction the Scheme)	4 December 2014(6)
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Allocate Shares	Up to 5.00 p.m. on 4 December 2014(6)
Reduction Court Hearing (to confirm the Capital Reduction and to authorise the Re-registration)	5 December 2014(6)
Scheme Record Time	6.00 p.m. on 5 December 2014(6)
Effective Date	8 December 2014(6)
Cancellation of admission to trading of Allocate Shares on AIM	by no later than 8:00 a.m. on                     11 December 2014(6)
Despatch of cheques, or CREST accounts credited, in respect of the consideration	Within 14 days of the Effective Date(6)
Long Stop Date	14 April 2015(7)

The dates and times are indicative only, are based on the current expectations and may be subject to change. To the extent any of the above expected dates or times change, Allocate will give notice of any such changes and details of the revised dates and/or times to Allocate Shareholders by issuing an announcement through an RIS.

Notes:

(1)     All times set out in this timetable refer to London, UK time unless otherwise stated.

(2)     It is requested that BLUE Forms of Proxy for the Court Meeting be lodged by: (i) 10.00 a.m. on 13 November 2014; or (ii) if the Court Meeting is adjourned, not later than 48 hours prior to the time appointed for the Court Meeting, and in each case, in accordance with the instructions on the BLUE Form of Proxy. BLUE Forms of Proxy not so lodged may be handed to a representative of Capita Asset Services (on behalf of the Chairman of the Court Meeting) before the start of the Court Meeting and will still be valid.

(3)     WHITE Forms of Proxy for the General Meeting must be lodged by: (i) 10.15 a.m. on 13 November 2014; or (ii) if the General Meeting is adjourned, not later than 48 hours prior to the time appointed for the General Meeting, and, in each case, in accordance with the instructions on the WHITE Form of Proxy. If the WHITE Form of Proxy is not so lodged, it will be invalid.

(4)     If either the Court Meeting or the General Meeting is adjourned, the Scheme Voting Record Time for the relevant adjourned meeting will be 6.00 p.m. on the day which is two days before the date of the adjourned meeting.

(5)     Or as soon thereafter as the Court Meeting shall have concluded or been adjourned.

(6)     These times and dates are indicative only and will depend on, among other things, the dates upon which: (a) the Court sanctions the Scheme and confirms the Capital Reduction; and (b) the Conditions are satisfied or (where applicable) waived. It will also depend on whether the Court Order(s) sanctioning the Scheme and confirming the Capital Reduction and, in relation to the Capital Reduction, the Statement of Capital are delivered to the Registrar of Companies, and if required by the Court, when the Reduction Court Order is registered.

(7)     The latest date by which the Scheme must be implemented may be extended by agreement between Allocate and Bidco with the prior consent of the Panel and (if required) the approval of the Court.

 

END

 

 

SOAFEUFSEFLSEIS