APP Appreciate Group Plc

TIDMAPP TIDMPAY

RNS Number : 3247R

Appreciate Group PLC

28 February 2023

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

28 February 2023

RECOMMED OFFER

FOR

APPRECIATE GROUP PLC ( "APPRECIATE GROUP" )

BY

PAYPOINT PLC ( "PAYPOINT" )

to be implemented by means of a Court-sanctioned scheme of arrangement

under Part 26 of the Companies Act 2006

Scheme of Arrangement becomes Effective

On 7 November 2022, the boards of PayPoint and Appreciate Group announced that they had reached agreement on the terms of a recommended offer pursuant to which PayPoint will acquire the entire issued and to be issued share capital of Appreciate Group ("Acquisition"). The Acquisition has been effected by means of a Court-sanctioned scheme of arrangement between Appreciate Group and relevant Appreciate Group Shareholders under Part 26 of the Companies Act 2006 ("Scheme"). A circular in relation to the Acquisition was published by Appreciate Group on 2 December 2022 ("Scheme Document").

On 20 January 2023, the Scheme was approved by the Scheme Shareholders at the Court Meeting and the Resolution relating to the implementation of the Scheme was approved by Appreciate Group Shareholders at the General Meeting.

On 23 February 2023, Appreciate Group announced that the High Court of Justice had sanctioned the Scheme at the Court Hearing held earlier on the same date.

Appreciate Group and PayPoint are pleased to announce that following the delivery of a copy of the Court Order (together with a copy of the Scheme and all documents required to be annexed thereto) to the Registrar of Companies today, the Scheme has now become Effective in accordance with its terms and the entire issued and to be issued share capital of Appreciate Group is owned or controlled by PayPoint.

Additionally, as a result of the Scheme becoming Effective, Sally Cabrini and John Gittins have resigned as non-executive directors of the board of Appreciate Group and Guy Parsons has resigned as an executive director of the board of Appreciate Group.

Settlement

Scheme Shareholders on the register of members of Appreciate Group at the Scheme Record Time, being 6.00 p.m. on 27 February 2023, will be entitled to receive 33 pence in cash and 0.019 New PayPoint Shares for each Scheme Share held. Settlement of the consideration to which any Scheme Shareholder is entitled will be effected by way of the despatch of cheques and share certificates or crediting of CREST accounts (for Scheme Shareholders holding Scheme Shares in certificated and in uncertificated form respectively) pursuant to the Scheme as soon as practicable and in any event within 14 days of this Announcement.

Suspension and cancellation of trading of Appreciate Group Shares on AIM

As previously advised, dealings in Appreciate Group Shares were suspended with effect from 7.30 a.m. (London time) this morning, 28 February 2023. As a result of the Scheme having become Effective, share certificates in respect of Scheme Shares will cease to be valid documents of title and entitlements to Scheme Shares held in uncertificated form in CREST are being cancelled.

An application has been made for the cancellation of the admission to trading on AIM of the Appreciate Group Shares which is expected to take effect at 7.00 a.m. (London time) on 1 March 2023.

Admission of the New PayPoint Shares

Admission of the New PayPoint Shares to the Official List and to trading on the Main Market of the London Stock Exchange is expected to take place at 8.00 a.m. (London time) on 1 March 2023.

Full details of the Acquisition are set out in the Scheme Document. Capitalised terms in this announcement ("Announcement"), unless otherwise defined, have the meaning given to them in the Scheme Document.

Enquiries:

Appreciate Group

Julian Coghlan, Interim Chief Executive Officer

Tel: 020 3128 8193

Liberum Capital Limited (Lead financial adviser, nominated adviser and corporate broker to Appreciate Group)

Richard Crawley Tel: 020 3100 2000

Mark Harrison

Jamie Richards

Ben Cryer

Nikhil Varghese

Herax Partners LLP (Joint financial adviser and Rule 3 adviser to Appreciate Group)

Angus MacPherson Tel: 020 7399 1682

Giuseppe Leonello

MHP (Public relations adviser to Appreciate Group)

Reg Hoare Tel: 020 3128 8193

Katie Hunt appreciategroup@mhpgroup.com

Charles Hirst

PayPoint

Nick Wiles, Chief Executive Tel: 07442 968960

Alan Dale, Finance Director Tel: 07778 043962

   Steve O'Neill, Corporate Affairs and Marketing Director                        Tel: 07919 488066 

Jefferies International Limited (Financial adviser and corporate broker to PayPoint)

Simon Hardy Tel: 020 7029 8000

James Thomlinson

William Brown

FGS Global (Public relations adviser to PayPoint)

Rollo Head Tel: 0207 251 3801

James Thompson

Important notices

Jefferies International Limited ("Jefferies"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser and corporate broker to PayPoint and no one else in connection with the Acquisition or any matters referred to in this Announcement. In connection with such matters, Jefferies, its affiliates and its or their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than PayPoint for providing the protections afforded to their clients or for providing advice in relation to the Acquisition, the contents of this Announcement or any other matter referred to in this Announcement or owe or accept any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person other than PayPoint in connection with the matters referred to in this Announcement, or otherwise.

Liberum Capital Limited ("Liberum"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as lead financial adviser, nominated adviser and corporate broker to Appreciate Group and for no one else in connection with the Acquisition or any matters referred to in this Announcement and will not be responsible to anyone other than Appreciate Group for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement. Neither Liberum nor any of its affiliates, respective directors, officers, employees and agents 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 Liberum in connection with the matters referred to in this Announcement, or otherwise.

Herax Partners LLP ("Herax Partners"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as joint financial adviser and Rule 3 Adviser to Appreciate Group and for no one else in connection with the Acquisition or any matters referred to in this Announcement and will not be responsible to anyone other than Appreciate Group for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement. Neither Herax Partners nor any of its affiliates, respective directors, officers, employees and agents 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 Herax Partners in connection with the matters referred to in this Announcement, or otherwise.

This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or a solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, invitation, solicitation, purchase, sale, issuance or exchange is unlawful. The Acquisition will be made solely by means of the Scheme Document (or, if applicable, the offer document containing any Takeover Offer) and the accompanying Forms of Proxy, which will contain the full terms and conditions of the Acquisition. Any approval, decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the offer document containing any Takeover Offer).

This Announcement does not constitute a prospectus or prospectus equivalent document. The New PayPoint Shares to be issued pursuant to the Acquisition are not being offered to the public by means of this Announcement.

This Announcement has been prepared in connection with proposals in relation to a scheme of arrangement pursuant to and for the purpose of complying with English law, the Takeover Code, the AIM Rules, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and 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. Nothing in this Announcement should be relied on for any other purpose.

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 the release of this Announcement shall not give rise to any implication that there has been no change in the facts set out in this Announcement since such date.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by the laws and/or regulations of those jurisdictions and therefore persons into whose possession this Announcement comes who are subject to the laws and/or regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe any such applicable restrictions in their jurisdiction. In particular, the ability of persons who are not resident in the United Kingdom to vote their Appreciate Group 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 jurisdiction in which they are located. Further details in relation to the Overseas Shareholders is contained in the Scheme Document. Any failure to comply with any such 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.

Unless otherwise determined by PayPoint or required by the Takeover Code, and permitted by applicable law and regulation, the New PayPoint Shares to be issued pursuant to the Acquisition to Appreciate Group Shareholders 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 vote in favour of the Scheme by any such means from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. If the Acquisition is implemented by Takeover Offer (unless otherwise permitted by applicable law or regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone of interstate or foreign commerce of, or any facility of a national state or other securities exchange of any Restricted Jurisdiction) and the Takeover Offer will not be capable of acceptance by any such use, means instrumentality or facilities or from or within any Restricted Jurisdiction.

The availability of the New PayPoint Shares to Appreciate Group Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Further details in relation to Overseas Shareholders is contained in the Scheme Document.

Additional information for US investors

Appreciate Group Shareholders in the United States should note that the Acquisition relates to the securities of a company incorporated in England and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. This Announcement, the Scheme Document and certain other announcements and documents relating to the Acquisition have been or will be prepared in accordance with English law, the Takeover Code and UK disclosure requirements, format and style, all of which differ from those in the United States. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements of and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements of the United States tender offer and proxy solicitation rules. If, in the future, PayPoint exercises the right to implement the Acquisition by way of a Takeover Offer in accordance with the terms of the Co-operation Agreement and determines to extend the offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations, including any applicable exemptions under the US Exchange Act.

Appreciate Group's financial statements, and all financial information that is included in this Announcement or the Scheme Document, or any other documents relating to the Acquisition, have been or will be prepared in accordance with IFRS and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.

The receipt of cash and shares pursuant to the Acquisition by a US holder as consideration for the transfer of its Appreciate Group Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Appreciate Group Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

It may be difficult for US holders to enforce their rights and claims arising out of US federal securities laws, since PayPoint and Appreciate Group 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 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.

Neither the Securities Exchange Commission nor any securities commission of any state of the United States has approved the transaction, passed upon the fairness of the transaction or passed upon the adequacy or accuracy of this Announcement. Any representation to the contrary is a criminal offence in the United States.

If PayPoint were to elect to implement the Acquisition by means of a Takeover Offer, in accordance with normal practice in the UK and consistent with Rule 14e-5(b) of the US Exchange Act, PayPoint, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Appreciate Group outside 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. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Notes regarding New PayPoint Shares

The New PayPoint Shares to be issued pursuant to the Scheme have not been and will not be registered under the relevant securities laws of Japan and the relevant clearances have not been, and will not be, obtained from the securities commission of any province of Canada. No prospectus in relation to the New PayPoint Shares has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission. Accordingly, the New PayPoint Shares are not being, and may not be, offered, sold, resold, delivered or distributed, directly or indirectly in or into a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of relevant laws of, or require registration thereof in, such jurisdiction (except pursuant to an exemption, if available, from any applicable registration requirements or otherwise in compliance with all applicable laws).

The New PayPoint Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. It is expected that the New PayPoint Shares will be issued in reliance upon the exemption from the registration requirements of the US Securities Act of 1933 (as amended) provided by Section 3(a)(10) thereof.

Forward-looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by PayPoint or Appreciate Group contain statements about PayPoint and/or Appreciate Group that are or may be deemed to be "forward-looking statements". All statements other than statements of historical facts included in this Announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "hopes" "projects", "continue", "schedule" or words or terms of similar substance or the negative thereof, are forward-looking statements. 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 PayPoint's or Appreciate Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on PayPoint's or Appreciate Group's business.

These forward-looking statements are not guarantees of future performance. By their nature, such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the entities' ability to control or estimate precisely. These factors include, but are not limited to, the satisfaction of the conditions to the Acquisition, as well as additional factors, such as changes in political and economic conditions, changes in the level of capital investment, retention of key employees, changes in customer habits, success of business and operating initiatives and restructuring objectives, impact of any acquisitions or similar transactions, changes in customers' strategies and stability, competitive product and pricing measures, changes in the regulatory environment, fluctuations of interest and exchange rates, the outcome of any litigation. For a discussion of important factors which could cause actual results to differ from forward-looking statements: (i) in relation to the Wider Appreciate Group, refer to the annual report for Appreciate Group for the financial year ended 31 March 2022; and (ii) in relation to the PayPoint Group, refer to the annual report for PayPoint for the financial year ended 31 March 2022. Neither PayPoint or Appreciate Group, 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 will actually occur. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this Announcement. All subsequent oral or written forward-looking statements attributable to PayPoint or Appreciate Group or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. PayPoint and Appreciate Group disclaim any obligation to update any forward-looking or other statements contained in this Announcement, except as required by applicable law.

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 share for Appreciate Group or PayPoint for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Appreciate Group or PayPoint respectively.

Publication of this Announcement on website

A copy of this Announcement and the documents required to be published pursuant to Rules 26.1 and 26.2 of the Takeover Code will be available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Appreciate Group's website at www.appreciategroup.co.uk/investors and on PayPoint's website at https://corporate.paypoint.com by no later than 12:00 p.m. on the Business Day following this Announcement.

For the avoidance of doubt, the contents of this website and any websites accessible from hyperlinks on this website are not incorporated into and do not form part of this Announcement.

Right to receive documents in hard copy form

Any person entitled to receive a copy of documents, announcements and information relating to the Acquisition is entitled to receive such documents in hard copy form free of charge. A person may also request that all future documents, announcements and information in relation to the Acquisition are sent to them in hard copy form. Hard copies of such documents, announcements (including this Announcement), and information will not be sent unless requested.

In accordance with Rule 30.3 of the Takeover Code, Appreciate Group Shareholders, persons with information rights and participants in Appreciate Group Share Plans may request a hard copy of this Announcement by contacting Appreciate Group's registrars, Computershare Investor Services PLC ("Computershare") during business hours on +44 (0)370 707 1226 or in writing at The Pavilions, Bridgwater Road, Bristol BS99 6ZY. Calls are charged at the standard geographical rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 a.m. to 5.30 p.m. (London time), Monday to Friday (except public holidays in England and Wales). Please note that Computershare cannot provide any financial, legal or tax advice. Calls may be recorded and monitored for security and training purposes.

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.

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February 28, 2023 04:00 ET (09:00 GMT)