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Blue Prism Group PLC (PRSM)

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Wednesday 08 December, 2021

Blue Prism Group PLC

Offer Update

RNS Number : 9010U
Blue Prism Group PLC
08 December 2021
 

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 OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

8 December 2021

 

BLUE PRISM GROUP PLC

Statement regarding the offer by Vista Equity Partners

On 28 September 2021, the boards of directors of Blue Prism Group plc ("Blue Prism" or the "Company") and Bali Bidco Limited, a newly formed company indirectly owned by Vista Equity Partners ("Vista"), announced that they had agreed the terms of a cash offer of 1,125 pence per Blue Prism share for the entire issued and to be issued ordinary share capital of Blue Prism made by Bali Bidco Limited, to be implemented by scheme of arrangement (the " Vista Offer ").

 

On 10 November 2021, Blue Prism received a preliminary approach from SS&C Technologies Holdings, Inc. ("SS&C") regarding a possible cash offer of 1,200 pence per Blue Prism share for the entire issued and to be issued ordinary share capital of Blue Prism . Since this date, Blue Prism has engaged with SS&C to facilitate detailed due diligence in order to advance discussions in the interest of delivering the best value to Blue Prism shareholders.

 

On 25 November 2021, Blue Prism and Bali Bidco Limited announced that they had agreed the terms of an increased cash offer of 1,250 pence per Blue Prism share for the entire issued and to be issued ordinary share capital of Blue Prism made by Bali Bidco Limited, to be implemented by scheme of arrangement (the "Increased Vista Offer"). As noted in the terms of the Increased Vista Offer, Bali Bidco Limited reserved the right to increase the amount of the offer price if there is an announcement on or after the date of its announcement of an offer or a possible offer for Blue Prism by a third party offeror or potential offeror, including if there is the announcement of a firm offer or possible offer by SS&C.

 

On 1 December 2021, the boards of Blue Prism and Bolt Bidco Limited, a newly formed company indirectly owned by SS&C, announced they had agreed the terms of a recommended cash offer of 1,275 pence per Blue Prism share for the entire issued and to be issued ordinary share capital of Blue Prism made by Bolt Bidco Limited, to be implemented by scheme of arrangement (the "SS&C Offer") (the "SS&C 2.7 Announcement"). The SS&C Offer represents a higher offer than the cash consideration of 1,250 pence per Blue Prism share under the terms of the Increased Vista Offer which was announced on 25 November 2021. In light of their intended recommendation of the SS&C Offer, the board of Blue Prism decided unanimously to withdraw their recommendation of the Increased Vista Offer, and the Court Meeting and the General Meeting (both terms having the meanings given to them in the scheme document dated 22 October 2021 posted to Blue Prism shareholders in relation to the Vista Offer) to be held on 9 December 2021 will be adjourned.

 

The board of Blue Prism notes that, per Note 2 of Rule 32.2 of the City Code on Takeovers and Mergers (the "Code"), in the event that an offeror wishes to set aside its no increase statement it must make an announcement to this effect as soon as possible (and in any event within 4 business days after the date of the firm announcement of the competing offer).  No such announcement has been made by Vista and, accordingly, the Increased Vista Offer is final and cannot be increased.

 

The board of Blue Prism continues to intend to unanimously recommend that Blue Prism shareholders vote in favour of the SS&C Offer at the Court Meeting and Blue Prism General Meeting (both terms having the meanings given to them in the SS&C 2.7 Announcement), each to be convened in due course.

 

Further announcements will be made as and when appropriate.

 

This announcement has been made without the consent of Vista.

 

 

ENQUIRIES:

 

Blue Prism



Tom Hull, Head of Investor Relations

 

+44 (0) 77 3670 7407

 


Brunswick Group LLP (PR adviser to Blue Prism)



Caroline Daniel

Diana Vaughton

Imran Jina

 

+44 (0) 20 7404 5959

 


Qatalyst Partners (Lead Financial Adviser and Rule 3 Adviser to Blue Prism)



Jason DiLullo

Peter Spofforth

+44 (0) 20 3700 8820





BofA Securities (Joint Financial Adviser and Corporate Broker to Blue Prism)



James Robertson
Oliver Elias
Alex Newman

  +44 (0) 20 7628 1000





Investec Bank (Joint Financial Adviser, Corporate Broker and Nominated Adviser to Blue Prism)



Carlton Nelson

Ben Griffiths

Sebastian Lawrence

+44 (0) 20 7597 5970


 

Disclaimer

 

Qatalyst Partners Limited ( " Qatalyst Partners " ), which is authorised in the United Kingdom by the Financial Conduct Authority  (the  " FCA") , is acting exclusively as financial adviser to Blue Prism and no one else in connection with the matters set out in this announcement and will not be acting for any other person and will not be responsible to any person other than Blue Prism for providing the protections afforded to clients of Qatalyst Partners or for advising any other person in respect of the matters referred to in this announcement.  No representation or warranty, express or implied, is made by Qatalyst Partners as to the contents of this announcement.

 

Merrill Lynch International ( " BofA Securities " ) , a subsidiary of Bank of America Corporation, which is authorised by the Prudential Regulation Authority  (the "PRA")  and regulated by the FCA and the PRA in the UK, is acting exclusively for  Blue Prism and for no one else  in connection with the matters set out in this announcement  and will not be responsible to anyone other than  Blue Prism for providing the protections afforded to its clients or for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement. No representation or warranty, express or implied, is made by BofA Securities as to the contents of this announcement.

 

Investec Bank plc ( " Investec Bank") is authorised by the PRA and regulated in the United Kingdom by the PRA and the FCA. Investec Bank is acting for  Blue Prism and no one else in connection with the matters set out in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the matters referred to in this announcement and will not be responsible to anyone other than  Blue Prism for providing the protections afforded to Investec Bank's clients, nor for providing advice in connection with any other matter, transaction or arrangement referred to herein. No representation or warranty, express or implied, is made by Investec Bank as to the contents of this announcement.

 

Important notices

 

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer to sell or an invitation to purchase, any securities or the solicitation of an offer to buy any securities, or of any vote or any approval in any jurisdiction.

 

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

 

Overseas shareholders

This announcement has been prepared for the purpose of complying with English law, the Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the AIM Rules 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 England.

The release, publication or distribution of this announcement in or into certain jurisdictions other than the UK may be restricted by law. Persons who are not resident in the UK or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. Persons who are not resident in the UK should inform themselves of, and observe, any applicable requirements, as any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, Blue Prism disclaims any responsibility or liability for the violation of such restrictions by any person.

Additional information for US investors

Any securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, or with any securities regulatory authority of any state of the United States and may not be offered or sold in the United States absent registration or an applicable exemption from registration thereunder. There may be no public offering of securities in the United States.

 

It may be difficult for US Blue Prism shareholders to enforce their rights and claims arising out of the US federal securities laws, since Blue Prism is located in a country other than the US, and some or all of its officers and directors may be residents of countries other than the US. US Blue Prism shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of 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 jurisdiction and judgement.

 

Forward looking statements

 

Nothing in this announcement is or should be relied on as a promise or representation to the future. This announcement includes certain statements, estimates and projections provided by the Company in relation to the Company's anticipated future performance. Such statements, estimates and projections are based on various assumptions made by the Company concerning anticipated results which may or may not prove to be correct. No representations or warranties are made by any person as to the accuracy of such statements, estimates or projections.

The Company expressly disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

 

Relevant securities in issue

 

In accordance with Rule 2.9 of the Code, Blue Prism confirms that, as at the close of business on 7 December 2021, it has 97,132,497 ordinary shares of 1 pence each in issue and admitted to trading on the AIM for listed securities of the London Stock Exchange plc. The International Securities Identification Number for the ordinary shares is GB00BYQ0HV16.

 

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 Code, any person who is, or becomes, interested in 1% 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  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.

 

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 the figures that precede them.

 

Publication of this announcement

 

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 on the Company's website ( https://investors.blueprism.com) no later than 12 noon (London time) on the business day following the date of this announcement, but will not be available to persons in any jurisdiction where publication of this announcement would violate the laws of such jurisdiction.

 

The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

 

 

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