TIDMSHAW
RNS Number : 5892I
Shawbrook Group PLC
20 June 2017
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 OF THAT
JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
20 June 2017
Shawbrook Group PLC Update on Board Recommendation
Shawbrook Group PLC ("Shawbrook") notes the announcement
released on 19 June 2017 by Marlin Bidco Limited ("Marlin Bidco"),
a company jointly owned by funds managed or advised by Pollen
Street Capital Limited and funds advised by BC Partners LLP, that
as at 1:00p.m. (London time) on 19 June 2017, Marlin Bidco owned or
had received valid acceptances in respect of 92,165,781 Shawbrook
Shares, which, together with the 97,208,919 Shawbrook Shares held
by persons acting in concert with or that are joint offerors with
Marlin Bidco, represent, in aggregate, approximately 75.6 per cent.
of Shawbrook's issued ordinary share capital.
The Independent Directors continue to believe that the Final
Offer undervalues Shawbrook and its prospects. However, the
Independent Directors also recognise that, in the event the Final
Offer is declared wholly unconditional, Marlin Bidco will have
obtained a very significant level of control of Shawbrook. This
level of control will enable Marlin Bidco to implement its stated
intention to procure that Shawbrook applies to the UK Listing
Authority for the cancellation of its listing on the Official List
and to the London Stock Exchange for the cancellation of its
admission to trading. Consequently, it is likely that Shawbrook
shareholders who do not accept the Final Offer could, as a result,
own a minority interest in an unlisted company. This would
significantly reduce the liquidity of Shawbrook Shares.
Accordingly, the Independent Directors, who have been so advised
by BofA Merrill Lynch and Goldman Sachs International, now
recommend that shareholders accept the Final Offer, as the
Independent Directors will now be doing in respect of their own
beneficial shareholdings.
Marlin Bidco has announced that the Final Offer is being
extended and will remain open for acceptance until the next closing
date which will be 1.00 p.m. (London time) on 10 July 2017.
Pursuant to Rule 31.2 of the Code, Marlin Bidco must give at least
14 days' notice to those Shareholders who have not accepted before
the Final Offer is closed.
Unless otherwise stated, defined terms have the meaning given to
them in the Shawbrook circular dated 8 June 2017.
The person responsible for arranging for the release of this
announcement on behalf of Shawbrook is Daniel Rushbrook, Company
Secretary.
ENQUIRIES:
Shawbrook
Daniel Rushbrook +44 1277 358184
Richard Armstrong (media) +44 1277 892125
Toni Coulson (IR) +44 1277 892039
Instinctif Partners +44 20 7457 2051
Giles Stewart
BofA Merrill Lynch +44 20 7628 1000
Arif Vohra
Adrian Mee
Geoff Iles
Matthew Blawat (corporate broking)
Goldman Sachs International +44 20 7774 1000
Anthony Gutman
John Brennan
Owain Evans
William Smiley (corporate broking)
Important disclaimer
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
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.
Certain information contained in this announcement, including
any information as to the Group's strategy, market position, plans
or future financial or operating performance, constitutes "forward
looking statements". Such forward-looking statements are made based
upon the expectations and beliefs of the Group's directors
concerning future events impacting the Group, including numerous
assumptions regarding the Group's present and future business
strategies and the environment in which it will operate going
forward, which may prove to be inaccurate. As such, the
forward-looking statements contained in this announcement involve
known and unknown risks and uncertainties, which may cause the
actual results, performance or achievements of the Group or
industry results to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements.
About Shawbrook
Shawbrook is an independent specialist lending and savings bank
serving UK SMEs and consumers with tailored products designed to
address a selection of high growth sub-sectors of the overall
lending industry. The Group's lending activities are primarily
funded by a stable retail deposit book consisting of easy access
and ISA accounts, variable rate long-dated notice accounts (mostly
95 - 120 days' notice) and fixed rate fixed term accounts (mostly
one - five years). Shawbrook Bank Limited is an operating entity of
Shawbrook Group plc. In April 2015, Shawbrook Group plc's shares
(SHAW.L) listed on the Main Market of the London Stock Exchange.
Shawbrook Bank Limited is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority and is a member of the Financial
Services Compensation Scheme.
Additional information
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority and regulated in the United Kingdom
by the Financial Conduct Authority and the Prudential Regulation
Authority, is acting exclusively for Shawbrook and no one else in
connection with the matters referred to in this announcement and
will not be responsible to anyone other than Shawbrook for
providing the protections afforded to clients of Goldman Sachs
International, or for providing advice in connection with the
contents of this announcement or any other matter referred to in
this announcement.
Merrill Lynch International ("BofA Merrill Lynch"), a subsidiary
of Bank of America Corporation, which is authorised by the
Prudential Regulation Authority and regulated by the FCA and the
Prudential Regulation Authority in the United Kingdom, is acting
exclusively for Shawbrook in connection with the matters set out in
this announcement and for no one else and will not be responsible
to anyone other than Shawbrook for providing the protections
afforded to its clients or for providing advice in relation to the
matters set out in this announcement.
Publication on Website
A copy of this announcement will be made available at
www.shawbrook.co.uk no later than 12.00 noon (London time) on 21
June 2017 (being the business day following the date of this
announcement) in accordance with Rule 26.1(a) of the Code. The
content of the website referred to in this announcement is not
incorporated into and does not form part of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
RSPEAPKEADFXEEF
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June 20, 2017 04:34 ET (08:34 GMT)
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