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Paysafe Group PLC  -  PAYS   

Paysafe Group Statement Regarding Possible Offer

Released 07:01 21-Jul-2017

RNS Number : 7233L
Paysafe Group PLC
21 July 2017
 

This announcement contains inside information.

 

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 is an announcement of a possible offer falling under Rule 2.4 of the City Code on Takeovers and Mergers (the "Code"). It does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the Code. Accordingly, there can be no certainty that an offer will be made.

 

21 July 2017

 

Paysafe Group plc Statement Regarding a Possible Offer

 

The Board of Paysafe Group plc ("Paysafe" or the "Company") confirms that it has received a preliminary, conditional proposal from funds managed by Blackstone and funds managed by CVC Capital Partners (such funds together, the "Consortium") regarding a possible all cash offer for the entire issued and to be issued share capital of the Company by a newly incorporated company jointly owned by funds advised by the Consortium members or their respective affiliates ("Bidco") (the "Possible Offer").  

The Paysafe Board was initially approached by the Consortium in early May 2017. Following the receipt of a number of indicative proposals from the Consortium that were rejected, due diligence access was granted on the basis of a possible offer of 590 pence per share.

Under the terms of the Possible Offer, the ordinary shareholders of Paysafe would receive 590 pence in cash per ordinary share in Paysafe. The terms of the Possible Offer represent a premium of approximately 34% to the volume weighted average price for the six month period ended 30 June 2017, the day prior to broad sector consolidation speculation.

Paysafe's largest shareholder, Old Mutual Global Investors (UK) Limited, has sent Paysafe a non--binding letter of support for (and intent to vote in favour of, or accept) the Possible Offer, in respect of 50,000,000 of the Company's ordinary shares (being approximately 10.3% of its current issued share capital).

The Consortium has indicated that its financing requirements will be funded in part with the proceeds of a disposal of any business the Consortium considers to be non-core, such as the Asia Gateway business. Entry into an agreement by the Consortium to sell the Asia Gateway business to a third party buyer is a non-waivable pre-condition ("Pre-Condition") which must be satisfied before the making of any firm offer by the Consortium. The key terms have already been agreed with a third party buyer.

There can be no certainty that an offer will be made, even if the Pre-Condition is satisfied. A further announcement will be made in due course, as appropriate. Completion of any firm offer, if made, will be subject to Paysafe shareholder approval and receipt, on satisfactory terms, of regulatory and merger control approvals, as well as other customary conditions.

As required by Rule 2.6(a) of the Code, the Consortium is required, by not later than 5.00 p.m. on 18 August 2017, either to announce a firm intention for Bidco to make an offer for Paysafe in accordance with Rule 2.7 of the Code or to announce that the Consortium does not intend for Bidco to make an offer for Paysafe, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline may be extended with the consent of Paysafe and the Takeover Panel in accordance with Rule 2.6(c) of the Code.

The Consortium reserves the right, with the agreement or recommendation of the Paysafe Board, for Bidco to make an offer for Paysafe, at any time, (a) on less favourable terms than the Possible Offer described above; and (b) by introducing other forms of consideration. The Consortium reserves the right to reduce the consideration to take account of any dividend that is declared and paid or becomes payable by Paysafe. 

The Company has today separately announced the acquisition of Merchants' Choice Payment Solutions.

This announcement has been made with the consent of the Consortium.

 

Enquiries:

Paysafe Group plc

Andrew Griffin (SVP, Market Intelligence and Investor Relations)                          +44 (0) 20 3826 9854

 

Lazard (Lead Financial Adviser to Paysafe)

Cyrus Kapadia / Nicholas Page                                                                                                 +44 (0) 20 7187 2000         

RBC Capital Markets (Financial Adviser to Paysafe)

Jason Gurandiano / Erik-Jaap Molenaar                                                                                 +1 (212) 428 6200

Deutsche Bank (Financial Adviser and Corporate Broker to Paysafe)

Adam Miller / Charles Wilkinson                                                                                               +44 (0) 20 7545 8000

Brunswick Group (PR Adviser to Paysafe)                                                                                      

Brian Buckley / Jonathan Glass                                                                                                 +44 (0) 20 7457 2020

Blackstone                                                                                                                                         

Andrew Dowler                                                                                                                             +44 (0) 20 7451 4275

CVC Capital Partners

Carsten Huwendiek                                                                                                                     +44 (0) 20 7420 4240

Credit Suisse (Financial Adviser to the Consortium)

Cathal Deasy / Joe Hannon                                                                                                      +44 (0) 20 7888 8888

 

 

MAR

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No.596/2014 ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain. The person responsible for arranging for the release of this announcement on behalf of Paysafe is Elliott Wiseman, General Counsel and Chief Compliance Officer.

Disclaimer

Lazard & Co., Limited, 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 as lead financial adviser to Paysafe and no one else in connection with the possible offer and will not be responsible to anyone other than Paysafe for providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in relation to the possible offer or any other matters referred to in this announcement. Neither Lazard & Co., Limited nor any of its 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 Lazard & Co., Limited in connection with this announcement, any statement contained herein or otherwise.

RBC Europe Limited (trading as RBC Capital Markets), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting for Paysafe and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Paysafe for providing the protections afforded to clients of RBC Capital Markets, or for providing advice in connection with the matters referred to in this announcement. Neither RBC Europe Limited nor any of its affiliates, directors or employees owes or accepts any duty, responsibility or liability (direct, indirect, consequential, whether in contract, tort, under statute or otherwise) to any person who is not a client of RBC Europe Limited in connection with this announcement, any statement contained herein or otherwise.

Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the Prudential Regulation Authority. It is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the Prudential Regulation Authority and Financial Conduct Authority. Details about the extent of its authorisation and regulation by the Prudential Regulation Authority, and regulation by the Financial Conduct Authority, are available on request. Deutsche Bank AG, acting through its London branch ("DB"), is acting as financial adviser and corporate broker to Paysafe and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Paysafe for providing the protections afforded to clients of DB, or for providing advice in connection with the matters referred to in this announcement. Neither DB nor any of its affiliates, directors or employees owes or accepts any duty, responsibility or liability (direct, indirect, consequential, whether in contract, tort, under statute or otherwise) to any person who is not a client of DB in connection with this announcement, any statement contained herein or otherwise.

Credit Suisse International ("Credit Suisse"), 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 the Consortium and Bidco and no one else in connection with the Possible Offer and/or other matters set out in this announcement and will not be responsible to anyone other than the Consortium and Bidco for providing the protections afforded to clients of Credit Suisse, or for providing advice in connection with the Possible Offer or any matter referred to herein. Neither Credit Suisse nor any of its 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 in connection with this announcement, any statement contained herein or otherwise.

Relevant securities in issue

In accordance with Rule 2.9 of the Code, Paysafe confirms that, as at the close of business on 20 July 2017, it has 484,914,921 ordinary shares of 0.01 pence each in issue and admitted to trading on the main market for listed securities of the London Stock Exchange plc. The International Securities Identification Number for the ordinary shares is GB0034264548.

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.

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 (www.Paysafe.com) no later than 12 noon (London time) on 24 July 2017. 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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Paysafe Group Statement Regarding Possible Offer - RNS