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RNS
SafeCharge International Group Ltd   -  SCH   

Replacement: Recommended Cash Acquisition by Nuvei

Released 10:44 22-May-2019

RNS Number : 8550Z
SafeCharge International Group Ltd
22 May 2019
 

The following amendment has been made to the 'Recommended Cash Acquisition by Nuvei' announcement released on Wednesday 22 May 2019 at 09:32 (BST) under RNS No 8201Z.

 

Name changed from "Element International Group Limited" to "SafeCharge International Group Limited"

 

All other details remain unchanged.

 

The full amended text is shown below.

 

 

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

22 MAY 2019

 

RECOMMENDED CASH ACQUISITION

OF

SAFECHARGE INTERNATIONAL GROUP LIMITED ("SafeCharge")

BY

11411802 CANADA INC. ("Nuvei Bidco")

a wholly-owned indirect subsidiary of Nuvei Corporation ("Nuvei") to be effected by means of a scheme of arrangement under Part VIII of The Companies (Guernsey) Law, 2008, as amended

Summary

·          The boards of Nuvei and SafeCharge are pleased to announce that they have reached an agreement on the terms of a recommended all cash acquisition by Nuvei, through its wholly-owned indirect subsidiary, Nuvei Bidco, of the entire issued and to be issued ordinary share capital of SafeCharge.

·          Under the terms of the Acquisition, SafeCharge Shareholders will be entitled to receive:

$5.55 in cash for each SafeCharge Share 

·          The price of $5.55 for each SafeCharge Share, being equivalent to £4.36 per SafeCharge Share based on the Announcement Exchange Rate, represents a premium of approximately:

·    25 per cent. to the Closing Price of £3.50 per SafeCharge Share on 21 May 2019 (being the last Business Day before the date of this Announcement);

·    41 per cent. to SafeCharge's three month volume weighted average share price of £3.09 per SafeCharge Share to 21 May 2019 (being the last Business Day before the date of this Announcement);

·    56 per cent. to SafeCharge's six month volume weighted average share price of £2.79 per SafeCharge Share to 21 May 2019 (being the last Business Day before the date of this Announcement); and

·    23 per cent. to SafeCharge's all time high Closing Price of £3.55 per SafeCharge Share on 29 June 2018.

·          In addition, SafeCharge Shareholders shall remain entitled to receive the previously announced final dividend of 7.22 pence (payable in Sterling and equivalent to $0.0945 based on a GBP/USD exchange rate of $1.3085 to £1, being an exchange rate set by SafeCharge on 12 March 2019) per SafeCharge Share (subject to shareholder approval at the annual general meeting of SafeCharge to be held today) payable on 24 May 2019.  However, the price of $5.55 for each SafeCharge Share shall be reduced to the extent that this final dividend exceeds 7.22 pence per SafeCharge Share.  SafeCharge does not intend to pay any further dividends prior to the Effective Date.

·          A currency exchange facility will be made available under which Scheme Shareholders will be able to elect (subject to the terms and conditions of the facility) to receive their Cash Consideration in Sterling (after the deduction of any transaction or dealing costs associated with the conversion) at the applicable US$/£ prevailing rate of exchange on a relevant day (still to be determined) following the Acquisition becoming Effective and shortly before SafeCharge Shareholders are paid the Cash Consideration owing to them. Further details of this currency exchange facility, and of how Scheme Shareholders wishing to receive their Cash Consideration in Sterling may elect to do so, will be set out in the Scheme Document and the Form of Election. For any Scheme Shareholder electing to be paid in Sterling the amount per SafeCharge Share received may, depending on the prevailing exchange rate, result in payment below or above £4.36 per SafeCharge Share based on the Announcement Exchange Rate. Scheme Shareholders who do not return a Form of Election according to the instructions to be set out in the Scheme Document will be deemed to have made an election to receive the consideration in US dollars.

·          Under the terms of the Acquisition, the fully diluted share capital of SafeCharge is valued at approximately $889 million (£699 million at the Announcement Exchange Rate).

·          The SafeCharge Board, which has been so advised by Shore Capital as to the financial terms of the Acquisition, considers the terms of the Acquisition to be fair and reasonable. In providing its advice to the SafeCharge Board, Shore Capital has taken into account the commercial assessments of the SafeCharge Board. Shore Capital is providing independent financial advice to the SafeCharge Board for the purposes of Rule 3 of the Code.

·          Accordingly, the SafeCharge Board believes the terms of the Acquisition are in the best interests of SafeCharge Shareholders as a whole and intends to recommend unanimously that SafeCharge Shareholders vote to approve the Scheme at the Scheme Court Meeting and vote in favour of the resolutions, to be proposed at the General Meeting, in connection with the implementation of the Scheme, as all of the SafeCharge Directors who are interested in SafeCharge Shares have irrevocably undertaken to do or procure (in respect of SafeCharge Shares in which their spouses, civil partners and related trusts become interested) to be done, in relation to their beneficial holdings of, in aggregate, 3,443,579 SafeCharge Shares representing, in aggregate, approximately 2.3 per cent. of the SafeCharge Shares in issue on 21 May 2019 (being the Last Practicable Date).

·          Nuvei and Nuvei Bidco have also received an irrevocable undertaking to vote to approve the Scheme at the Scheme Court Meeting and vote in favour of the resolutions to be proposed at the General Meeting from Northenstar Investments Ltd, an investment holding company controlled by Teddy Sagi, SafeCharge's majority shareholder, in respect of 103,995,185 SafeCharge Shares representing approximately 68.3 per cent. of the SafeCharge Shares in issue on the Last Practicable Date.

·          Further details of the irrevocable undertakings received by Nuvei and Nuvei Bidco (including details of the circumstances in which the irrevocable undertakings will cease to be binding) are set out in Appendix III to this Announcement.

·          Subject to the terms of the Scheme, if, after the date of this Announcement, any dividend and/or other distribution and/or other return of capital (other than the Final Dividend) is announced, declared, paid or made or becomes payable in respect of the SafeCharge Shares, Nuvei Bidco reserves the right to reduce the Cash Consideration by an amount up to the amount of such dividend and/or distribution and/or reduction of capital so announced, declared, paid or made or which becomes payable.

·          It is intended that the Acquisition will be implemented by way of a court-sanctioned scheme of arrangement under Part VIII of the Guernsey Companies Law. The Acquisition will be put to Scheme Shareholders at the Scheme Court Meeting and at the General Meeting. In order to become Effective, inter alia, the Scheme must be approved by a majority in number of the Scheme Shareholders present and voting (and entitled to vote) at the Scheme Court Meeting, either in person or by proxy, representing not less than three quarters in value of the Scheme Shares held by those Scheme Shareholders. Further details of the Scheme and the Scheme Court Meeting are contained in the full text of this Announcement. 

·          The Acquisition is subject to the satisfaction or waiver of the Conditions and to the further terms that are set out in Appendix I to this Announcement and will be set out in the Scheme Document. The Conditions include certain approvals by Scheme Shareholders, the sanction of the Scheme by the Court, the receipt of regulatory clearances from the FCA and the Central Bank of Cyprus and other customary conditions.

·          Commenting on the Acquisition, Roger Withers, Chairman of SafeCharge said:

"The board is unanimously recommending this all-cash offer by Nuvei to buy SafeCharge at an attractive premium, which represents compelling value for SafeCharge Shareholders. The price premium Nuvei is offering reflects SafeCharge's leading position in the high growth e-commerce payments market, the strength of its own technology platform, its diversified and stable customer base and the significant experience in the payments industry of SafeCharge's management team. It is for these reasons that the board is unanimously recommending this transaction to SafeCharge Shareholders." 

·          Commenting on the Acquisition, David Avgi, Chief Executive Officer of SafeCharge said:

"SafeCharge is the payment technology partner for the world's most demanding businesses. Nuvei is one of the leading providers of technology-driven payment solutions to merchants and technology and distribution partners, primarily in the United States and Canada. Both companies have built strong positions in the payment sector in their respective markets, with minimal geographic, customer or industry overlap.

The Acquisition should enable SafeCharge to benefit from Nuvei's North American footprint and sales and marketing capability to fulfil and accelerate its growth ambitions. The board believes that our businesses have similar shared entrepreneurial cultures and is confident that Nuvei's plans to invest in and grow the SafeCharge business mean the proposed transaction is positive for SafeCharge and its stakeholders as a whole."

·          Commenting on the Acquisition, Philip Fayer, Chairman and Chief Executive Officer of Nuvei said:

"We are very excited about the combination of SafeCharge and Nuvei, which will create a truly global, leading, payments technology solution provider with significant scale. Our businesses are highly complementary from multiple perspectives including geography, technology, key verticals and customers. We think the technology platform SafeCharge has developed is exceptional and will serve as the go-forward foundation from which we will continue to grow the combined business and provide best-in-class products and services to our customers and partners. Lastly, we look forward to welcoming SafeCharge's highly experienced management team and employees to the Nuvei family."

·          It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Scheme Court Meeting and the General Meeting, together with Forms of Proxy, will be posted to SafeCharge Shareholders and (for information only) to persons with information rights and to participants in the SafeCharge Share Plans in June 2019 and in any event (save with the consent of the Panel) within 28 days from the date of this Announcement.

·          It is expected that the Scheme Court Meeting and the General Meeting will take place in July 2019. Subject to the satisfaction or waiver of all relevant conditions, including the Conditions, and certain further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document, it is expected that the Scheme will become Effective in the third quarter of 2019. An expected timetable of principal events will be included in the Scheme Document.

·          This summary should be read in conjunction with, and is subject to, the full text of this Announcement including the Appendices. The Acquisition will be subject to the Conditions and the further terms set out in Appendix I to this Announcement and to the full terms and conditions to be set out in the Scheme Document. Appendix II to this Announcement contains the sources and bases of certain information contained in this summary and this Announcement. Appendix III contains certain details of the irrevocable undertakings referred to in this Announcement. Appendix IV contains the definitions of certain terms used in this summary and this Announcement.

 

Enquiries:

Nuvei Corporation

Philip Fayer, Chairman and Chief Executive Officer

David Schwartz, Chief Financial Officer

Scott Calliham, SVP, M&A and Strategy

 

Credit Suisse International (Financial Adviser to Nuvei and Nuvei Bidco)

Gary Katz

Steven Geller

Joe Hannon

Stephen Pick

 

+44 (0) 20 7888 8888

SafeCharge International Group Limited

David Avgi, Chief Executive Officer

Tsach Einav, Chief Financial Officer

c/o FTI Consulting

Jean Beaubois, Head of Investor Relations

 

Shore Capital and Corporate Limited (Financial Adviser, Broker and Nominated Adviser to SafeCharge)

Simon Fine

Toby Gibbs

Mark Percy

 

FTI Consulting

Matthew O'Keeffe

Elena Kalinskaya

Davis Polk & Wardwell LLP, Fasken Martineau DuMoulin LLP and Ogier (Guernsey) LLP are retained as legal advisers to Nuvei as to English and U.S., Canadian and Guernsey law respectively. Addleshaw Goddard LLP and Collas Crill LLP are retained as legal advisers to SafeCharge as to English and Guernsey law respectively.

Further information

This Announcement is for information purposes only and is not intended to and does not constitute or form part of, any offer, 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, pursuant to the Acquisition or otherwise nor shall there be any sale, issuance or transfer of securities of SafeCharge in any jurisdiction in contravention of applicable law.

The Acquisition will be implemented solely by means of the Scheme Document (or if the Acquisition is implemented by way of a Takeover Offer, the offer document), which will contain the full terms and conditions of the Acquisition including details of how to vote in respect of (or, if applicable, accept) the Acquisition. Any vote in respect of the Scheme (or, if applicable, acceptance of the Takeover Offer) or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the offer document). Each SafeCharge Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences to it (or to its beneficial owners) of the Acquisition.

Credit Suisse, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting as financial adviser exclusively for Nuvei and Nuvei Bidco and no one else in connection with the matters set out in this Announcement and will not be responsible to any person other than Nuvei and Nuvei Bidco for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the content of this Announcement or any matter referred to herein. Neither Credit Suisse nor any of its subsidiaries, branches or 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 Credit Suisse in connection with this Announcement, any statement contained herein or otherwise.

Shore Capital, which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser, broker and nominated adviser exclusively for SafeCharge and no one else in connection with the matters set out in this Announcement and will not be responsible to any person other than SafeCharge for providing the protections afforded to clients of Shore Capital, nor for providing advice in relation to the content of this Announcement or any matter referred to herein. Neither Shore Capital nor any of its subsidiaries or 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 Shore Capital in connection with this Announcement, any statement contained herein or otherwise.

Notice to Overseas Shareholders

General

The release, publication or distribution of this Announcement in or into jurisdictions other than the United Kingdom or Guernsey may be restricted by law and therefore any persons who are subject to the laws of other jurisdictions should inform themselves about, and observe, any applicable legal or regulatory requirements.  In particular, the ability of persons who are not resident in the United Kingdom or Guernsey to vote their SafeCharge Shares with respect to the Scheme at the Scheme Court Meeting, or to appoint another person as proxy to vote at the Scheme Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable 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. This Announcement has been prepared for the purpose of complying with English law, Guernsey law, the Code, the AIM Rules and the Rules of the London Stock Exchange 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 of England or Guernsey.

The Acquisition will not be made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws of that jurisdiction and no person may vote in favour of the Acquisition by any use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.  Copies of this Announcement and formal documentation relating to the Acquisition will not be, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law or regulation), the Takeover Offer may not be made, directly or indirectly, in, into or from within any Restricted Jurisdiction.

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

Notices to US investors in SafeCharge

The Acquisition relates to the shares of a Guernsey company that is a "foreign private issuer" as defined in Rule 3b-4 under the US Securities Exchange Act of 1934, as amended, and is proposed to be effected by means of a scheme of arrangement under Guernsey law. Neither the US proxy solicitation rules nor (unless implemented by means of an offer) the tender offer rules under the US Securities Exchange Act of 1934, as amended, will apply to the Acquisition. Accordingly, the Scheme will be subject to the disclosure requirements and practices applicable in Guernsey to schemes of arrangement and under the Code, which differ from the disclosure and procedural requirements of the US proxy solicitation rules and tender offer rules. Neither the SEC, nor any securities commission of any state of the United States, has approved the Acquisition, passed upon the fairness of the Acquisition or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States. Financial information relating to SafeCharge included in this Announcement and the Scheme Document has been or will have been prepared in accordance with International Financial Report Standards that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The receipt of cash by a beneficial owner of SafeCharge Shares pursuant to the Acquisition as consideration for the transfer of its Scheme Shares pursuant to the Scheme will be a taxable transaction for United States federal income tax purposes and may also be a taxable transaction under other applicable tax laws, including any applicable United States state and local, as well as non-US, tax laws. Each SafeCharge Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences to it (or to its beneficial owners) of the Acquisition.

If the Acquisition is implemented by way of a Takeover Offer and Nuvei Bidco determines to extend such offer into the United States, the offer will be made in compliance with applicable UK, Guernsey and US securities laws and regulations, including the US tender offer rules. In such circumstances, SafeCharge Shareholders are urged to read any documents relating to the Acquisition because they will contain important information regarding the Acquisition. Such documents will be available from SafeCharge at https://www.safecharge.com.

SafeCharge is incorporated under the laws of Guernsey. All of the officers and directors of SafeCharge are residents of countries other than the United States and the majority of the assets of SafeCharge are located outside of the United States. As a result, it may not be possible to effect service of process within the United States upon SafeCharge or any of their respective officers or directors, or to enforce outside the United States judgements obtained against SafeCharge or any of their respective officers or directors in US courts, including, without limitation, judgements based upon the civil liability provisions of the US federal securities laws or the laws of any state or territory within the United States.  It may not be possible to sue SafeCharge in a non-US court for violations of US securities laws. It may be difficult to compel SafeCharge and their respective affiliates to subject themselves to the jurisdiction and judgment of a US court.

If Nuvei Bidco commences a Takeover Offer in respect of SafeCharge, in accordance with normal UK market practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Nuvei Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase shares or other securities of SafeCharge outside of the United States, other than pursuant to the Takeover Offer, until the date on which the Takeover Offer becomes Effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory Information Service and will be available on the London Stock Exchange website at http://www.londonstockexchange.com.  Rule 14e-5 will not regulate the purchases or arrangement of purchases of shares in SafeCharge in the context of implementing the Acquisition by a Scheme of Arrangement.

Forward-looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by SafeCharge and Nuvei contain statements which are, or may be deemed to be, "forward-looking statements". Such forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which the SafeCharge Group, the Nuvei Group or the Enlarged Group will operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. The forward-looking statements contained in this Announcement relate to the SafeCharge Group's, the Nuvei Group's or the Enlarged Group's future prospects, developments and business strategies, the expected timing and scope of the Acquisition and other statements other than historical facts. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "will look to", "would look to", "plans", "prepares", "anticipates", "expects", "is expected to", "is subject to", "budget", "scheduled", "forecasts", "synergy", "strategy", "goal", "cost-saving", "projects", "intends", "may", "will" or "should" or their negatives or other variations or comparable terminology.  Forward-looking statements may 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 SafeCharge's or Nuvei's operations and potential synergies resulting from the Acquisition; (iii) technological developments and commercial and customer relationships, and (iv) the effects of global economic conditions and governmental or international regulation on SafeCharge's or Nuvei's business. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These events and circumstances includes changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business, partnerships, combinations or disposals. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors. Neither SafeCharge nor Nuvei, 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. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements.

The forward-looking statements speak only at the date of this document. All subsequent oral or written forward-looking statements attributable to any member of the SafeCharge Group or the Nuvei Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

SafeCharge and Nuvei expressly disclaim any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

No profit forecasts or estimates

Save in relation to the statements made by SafeCharge at paragraph 10 of this Announcement, no statement in this Announcement is intended as a profit forecast, profit estimate or quantified benefit statement for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for SafeCharge for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for SafeCharge.

Disclosure requirements

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 Nuvei. 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. A Dealing Disclosure by a person to whom Rule 8.3(b) 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.

Opening Position Disclosures must also be made by the offeree company and by an offeror and Dealing Disclosures must also be made by the offeree company, by an 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 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.

In accordance with the Code, normal UK practice and Rule 14e-5(b) of the US Exchange Act, Credit Suisse and its respective affiliates will continue to act as exempt principal trader in SafeCharge securities on AIM.  These purchases and activities by exempt principal traders which are required to be made public in the UK pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.  This information will also be publicly disclosed in the United States to the extent such information is made public in the UK.

Information relating to SafeCharge Shareholders

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

Publication of this Announcement and availability of hard copies

A copy of this Announcement and the documents required to be published by Rule 26 of the Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Nuvei's and SafeCharge's websites at, respectively, https://nuvei.com/en-us/ and https://www.safecharge.com, by no later than 12 noon (London time) on the Business Day following this Announcement. The contents of the websites referred to in this Announcement are not incorporated into and do not form part of this Announcement.

SafeCharge Shareholders who receive this Announcement in electronic form may, subject to applicable securities laws, request a hard copy of this Announcement by contacting Computershare on 0370 707 4040 (if calling from within the UK) or +44 (0) 370 707 4040 (if calling from outside the UK) or by submitting a request in writing to Computershare at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS13 8AE. Calls to the helpline outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.30 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales. Please note that Computershare cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. Save as otherwise referred to above, a hard copy of this Announcement will not be provided unless requested. SafeCharge Shareholders may, subject to applicable securities laws, also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

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.

Relevant SafeCharge securities in issue

In accordance with Rule 2.9 of the Code, SafeCharge confirms that, as at the date of this Announcement, it has 152,364,026 ordinary shares of US$0.0001 each in issue and admitted to trading on AIM. The Company does not hold any ordinary shares in treasury. The ISIN of the SafeCharge Shares is GG00BYMK4250.

 

 

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

22 MAY 2019

 

RECOMMENDED CASH ACQUISITION

OF

SAFECHARGE INTERNATIONAL GROUP LIMITED ("SafeCharge")

BY

11411802 CANADA INC. ("Nuvei Bidco")

a wholly-owned indirect subsidiary of Nuvei Corporation ("Nuvei") to be effected by means of a scheme of arrangement under Part VIII of The Companies (Guernsey) Law, 2008, as amended

1.         Introduction

The boards of Nuvei and SafeCharge are pleased to announce that they have reached an agreement on the terms of a recommended all cash acquisition by Nuvei, through its wholly-owned indirect subsidiary, Nuvei Bidco, of the entire issued and to be issued ordinary share capital of SafeCharge. It is intended that the Acquisition will be implemented by way of a court-sanctioned scheme of arrangement under Part VIII of the Guernsey Companies Law, further details of which are contained in paragraph 15 below.

2.         Summary of terms of the Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in Appendix I of this Announcement and the further terms and conditions to be set out in the Scheme Document, SafeCharge Shareholders will receive:

$5.55 in cash for each SafeCharge Share 

The price of $5.55 for each SafeCharge Share, being equivalent to £4.36 per SafeCharge Share based on the Announcement Exchange Rate, represents a premium of approximately:

·    25 per cent. to the Closing Price of £3.50 per SafeCharge Share on 21 May 2019 (being the last Business Day before the date of this Announcement);

·    41 per cent. to SafeCharge's three month volume weighted average share price of £3.09 per SafeCharge Share to 21 May 2019 (being the last Business Day before the date of this Announcement);

·    56 per cent. to SafeCharge's six month volume weighted average share price of £2.79 per SafeCharge Share to 21 May 2019 (being the last Business Day before the date of this Announcement); and

·    23 per cent. to SafeCharge's all time high Closing Price of £3.55 per SafeCharge Share on 29 June 2018.

In addition, SafeCharge Shareholders shall remain entitled to receive the previously announced final dividend of 7.22 pence (payable in Sterling and equivalent to $0.0945 based on a GBP/USD exchange rate of $1.3085 to £1, being an exchange rate set by SafeCharge on 12 March 2019) per SafeCharge Share (subject to shareholder approval at the annual general meeting of SafeCharge to be held today) payable on 24 May 2019.  However, the price of $5.55 for each SafeCharge Share shall be reduced to the extent that this final dividend exceeds 7.22 pence per SafeCharge Share.  SafeCharge does not intend to pay any further dividends prior to the Effective Date. 

Subject to the terms of the Scheme, if, after the date of this Announcement, any dividend and/or other distribution and/or other return of capital (other than the Final Dividend) is announced, declared, paid or made or becomes payable in respect of the SafeCharge Shares, Nuvei Bidco reserves the right to reduce the offer consideration by an amount up to the amount of such dividend and/or distribution and/or reduction of capital so announced, declared, paid or made or which becomes payable.

A currency exchange facility will be made available under which Scheme Shareholders will be able to elect (subject to the terms and conditions of the facility) to receive their Cash Consideration in Sterling (after the deduction of any transaction or dealing costs associated with the conversion) at the applicable US$/£ prevailing rate of exchange on a relevant day (still to be determined) following the Acquisition becoming Effective and shortly before SafeCharge Shareholders are paid the Cash Consideration owing to them. Further details of this currency exchange facility, and of how Scheme Shareholders wishing to receive their Cash Consideration in Sterling may elect to do so, will be set out in the Scheme Document and the Form of Election. For any Scheme Shareholder electing to be paid in Sterling the amount per SafeCharge Share received may, depending on the prevailing exchange rate, result in payment below or above £4.36 per SafeCharge Share. Scheme Shareholders who do not return a Form of Election according to the instructions to be set out in the Scheme Document will be deemed to have made an election to receive the consideration in US dollars.

Under the terms of the Acquisition, the fully diluted share capital of SafeCharge is valued at approximately $889 million (£699 million at the Announcement Exchange Rate).

3.         Background to and reasons for the Acquisition

The Nuvei Directors believe that SafeCharge is an attractive business with one of the leading positions in the high growth e-commerce payments market. SafeCharge has demonstrated a strong ability to build its own technology platform, which connects a range of acquiring banks and alternative payment method providers while enabling clients to transact in a transparent, seamless and secure manner. Moreover, SafeCharge benefits from a diversified and stable customer base. SafeCharge continues to expand its product offering to a diverse range of industries, including online retail, online travel agents and digital goods. The management team of SafeCharge has significant experience in the payments industry, which has been critical to the success of the business.   

Nuvei believes there is compelling industrial logic for a combination of the Nuvei Group and the SafeCharge Group, which will:

·    allow Nuvei to further strengthen its technology platforms by leveraging the innovative, cutting-edge technology developed by SafeCharge;

 

·    significantly broaden and diversify both companies' customer bases, with the Enlarged Group having minimal geographic, customer or industry concentration;

 

·    achieve both companies' expansion strategies, providing immediate scale in North America for SafeCharge and in Europe for Nuvei;

 

·    create an Enlarged Group with financial scale, strengthening its go-to-market position and affording the company further strategic alternatives from both a financing and M&A perspective; and

 

·    provide an opportunity to realise further sales growth and operational efficiencies for the benefit of the Enlarged Group.

4.         Recommendation

The SafeCharge Board, which has been so advised by Shore Capital as to the financial terms of the Acquisition, considers the terms of the Acquisition to be fair and reasonable.

Accordingly, the SafeCharge Board believes the terms of the Acquisition are in the best interests of SafeCharge Shareholders as a whole and intends to recommend unanimously that SafeCharge Shareholders vote to approve the Scheme at the Scheme Court Meeting and vote in favour of the resolutions to be proposed at the General Meeting, as all of the SafeCharge Directors who are interested in SafeCharge Shares have irrevocably undertaken to do or procure (in respect of SafeCharge Shares in which their spouses, civil partners and related trusts become interested) to be done, in relation to their beneficial holdings of, in aggregate, 3,443,579 SafeCharge Shares representing approximately 2.3 per cent. of the SafeCharge Shares in issue on the Last Practicable Date.

In providing its advice to the SafeCharge Board, Shore Capital has taken into account the commercial assessments of the SafeCharge Board. Shore Capital is providing independent financial advice to the SafeCharge Board for the purposes of Rule 3 of the Code.  

5.         Background to and reasons for the recommendation

Through decisive leadership, SafeCharge has built a business that is the payment service partner of choice for the world's most demanding businesses. The SafeCharge Directors believe that SafeCharge's existing strategy of winning clients within both traditional and new target markets and verticals, specifically in online retail, travel and marketplaces underpins its confidence in its future prospects. Having reviewed the offer from Nuvei Bidco, the SafeCharge Board believes that the terms of the Acquisition, including the Acquisition price, reflect both the strength of the SafeCharge business today and its future prospects to develop the business further with enhanced scale and geographic reach, including through the sharing of best operational practices.

The SafeCharge Directors note that:

·    the Acquisition provides an opportunity for SafeCharge Shareholders to receive the certainty of a cash payment for their holdings at a valuation that reflects the positive future prospects for SafeCharge;

·    the Acquisition is priced at an attractive premium of:

o approximately 25 per cent. to the Closing Price of a SafeCharge Share of £3.50 on the Last Practicable Date;

o approximately 41 per cent. to the three month volume weighted average share price of a SafeCharge Share of £3.09 on the Last Practicable Date; and

o approximately 56 per cent. to the six month volume weighted average share price of a SafeCharge Share of £2.79 on the Last Practicable Date;

·    the Acquisition reflects the value created by SafeCharge's strategy to date and the future value that the strategy is expected to create; and

·    Nuvei expects the Acquisition to deliver a number of strategic benefits to SafeCharge's business, including increased international reach and greater scale to deliver its growth ambitions.

In considering the merits of the Acquisition, the SafeCharge Directors have taken into account, among other things, Nuvei's strategy and culture, and its intentions for the SafeCharge Group business and employees, as further described in this Announcement and explained by Nuvei to the SafeCharge Directors during the negotiation of the Acquisition. The SafeCharge Directors believe that the Acquisition presents an exciting opportunity and a positive outcome for the SafeCharge Group and its stakeholders as a whole, including customers, suppliers, employees and shareholders.

Accordingly, the SafeCharge Board intends to recommend unanimously the Acquisition to SafeCharge Shareholders, as further referred to in paragraph 4 above. 

6.                     Management, employees and business of SafeCharge

Employees and management

Nuvei has worked closely with SafeCharge's senior management to understand the key areas of SafeCharge's strategy and management plans for the business. Following completion of the Acquisition, Nuvei intends to work with SafeCharge's senior management to carry out a fuller evaluation of SafeCharge's business operations and to look at ways to optimise the structure of the Enlarged Group in order to achieve the anticipated benefits of the Acquisition.

Nuvei recognises the talent, skills and experience of SafeCharge Group employees, including of SafeCharge's senior management. Nuvei intends to approach employee and management integration with the aim of retaining and motivating the best talent across the Enlarged Group to create a best-in-class organisation. As part of creating such an organisation, following completion of the Acquisition, Nuvei will optimise the Enlarged Group to take advantage of each individual's skills and abilities.  However, Nuvei's preliminary evaluation work to identify operational efficiencies for the Enlarged Group suggests that there may be duplication between the businesses of Nuvei and SafeCharge, particularly in functional support areas such as finance, human resources, IT, operations, legal and administrative support staff.  Accordingly, whilst Nuvei has not yet received sufficiently detailed information to formulate comprehensive plans or intentions, preliminary evaluation work suggests a potential reduction of the total workforce of the Enlarged Group across a number of geographies and job categories, including functional support areas, by up to five per cent. The finalisation and implementation of any potential headcount reductions will be subject to comprehensive planning and appropriate engagement with stakeholders, including any affected employees.

Existing rights and pensions

Nuvei confirms that, following the Scheme becoming Effective, the existing contractual and statutory employment rights, including in relation to pensions and any other employment benefits, of all SafeCharge Group employees and management will be safeguarded in accordance with applicable law.  SafeCharge does not maintain any defined benefit pension schemes.  Nuvei does not intend to make any material changes to the conditions of employment of any SafeCharge Group employees nor, save as described in this paragraph 6, make any material changes to the balance of the skills and functions of SafeCharge Group employees.

Incentivisation arrangements

Nuvei has not entered into, and has not had discussions on proposals to enter into, any form of incentivisation arrangements with SafeCharge's senior management nor will it do so prior to completion of the Acquisition. Following the proposed post-Acquisition review described above, Nuvei intends to put in place appropriate incentivisation arrangements.

Locations, headquarters, fixed assets and research and development

Following completion of the Acquisition, Montreal, Canada will become the Enlarged Group's global headquarters. Nuvei does not envisage any change to the Enlarged Group's material business locations as a result of the Acquisition, although there may be a rationalisation of certain smaller or duplicative offices and functions.

Nuvei understands the importance of research and development to SafeCharge's ability to continue to provide high quality services for its customers and maintain its market leading position. Nuvei intends to maintain a level of research and development expenditure within SafeCharge in line with its historical spend. No changes are envisaged by Nuvei in relation to the redeployment of SafeCharge's fixed assets or its research and development functions based in Israel, Cyprus and Bulgaria.

Trading facilities

SafeCharge Shares are currently traded on AIM and, as set out in paragraph 16 below, a request will be made to the London Stock Exchange to cancel trading in SafeCharge Shares on AIM, to take effect from or shortly after the Effective Date.

As a result of the cancellation of trading in SafeCharge Shares on AIM, the Enlarged Group expects to achieve savings from SafeCharge no longer having to comply with its ongoing public company reporting and corporate governance obligations.  In this regard, it is intended that the non-executive directors of SafeCharge will resign on or shortly following completion of the Acquisition.

No statements in this paragraph 6 constitute "post-offer undertakings" for the purposes of Rule 19.5 of the Code. 

7.         Irrevocable undertakings to vote in favour of the Acquisition

Nuvei and Nuvei Bidco have received irrevocable undertakings to vote in favour of the Scheme at the Scheme Court Meeting and vote in favour of the resolutions to be proposed at the General Meeting from:

·    each of those SafeCharge Directors who are interested in SafeCharge Shares (in a personal capacity, or in relation to which their spouses, civil partners and related trusts become interested) in respect of their beneficial holdings of, in aggregate, 3,443,579 SafeCharge Shares representing approximately 2.3 per cent. of the SafeCharge Shares in issue on the Last Practicable Date; and

·    Northenstar Investments Ltd, an investment holding company controlled by Teddy Sagi, SafeCharge's majority shareholder, in respect of 103,995,185 SafeCharge Shares representing approximately 68.3 per cent. of the SafeCharge Shares in issue on the Last Practicable Date.

In total, therefore, Nuvei and Nuvei Bidco have received irrevocable undertakings to approve the Scheme at the Scheme Court Meeting and vote in favour of the resolutions to be proposed at the General Meeting in respect of, in aggregate, 107,438,764 SafeCharge Shares representing approximately 70.5 per cent. of the SafeCharge Shares in issue on the Last Practicable Date.

Full details of the irrevocable undertakings received by Nuvei and Nuvei Bidco (including details of the circumstances in which the irrevocable undertakings will cease to be binding) are set out in Appendix III to this Announcement.

8.         Information on Nuvei and Nuvei Bidco

Nuvei

Nuvei is one of the leading providers of technology-driven payment solutions to merchants and technology and distribution partners, primarily in the United States and Canada. It works with over 1,500 Independent Sales Organisations (ISOs), Independent Software Vendors (ISVs), payment facilitators, developers, and eCommerce platforms, supporting them with the technology, expertise, and customer service they need to differentiate in the marketplace. Nuvei is a full-service merchant acquirer and payment processor with omni-channel capabilities which offers superior end-to-end back office support for merchants and distribution partners and direct connections to Visa, Mastercard, American Express and Discover with global connectivity to the payments networks. Nuvei currently processes approximately $16bn of sales annually, from 52,000 merchants and our 1,500 distribution partners. Nuvei generated $150m revenue and $61m adjusted pro forma EBITDA in the financial year ended 31 December 2018, achieving year-on-year growth of 23 per cent. and 14 per cent., respectively. Nuvei's business is focused on United States and Canada, with capabilities recently expanding to enable payment processing in Europe and Australia.

Nuvei is privately held and is directly and indirectly owned by its founder, certain members of management and investors.

CDP Investissements Inc. and the Novacap Funds hold interests of 22.9 per cent. and 27.2 per cent. respectively in Nuvei.

CDP Investissements Inc. is a wholly own subsidiary of Caisse de dépôt et placement du Quebec (CDPQ), a long-term institutional investor that manages funds primarily for public and parapublic pension and insurance plans.  As at 31 December 2018, it held CA$309.5bn in net assets. As one of Canada's leading institutional fund managers, CDPQ invests globally in major financial markets, private equity, infrastructure, real estate and private debt.

Novacap is a leading Canadian private equity firm with $2.8bn of assets under management. Since 1981, its partnership approach has helped companies accelerate growth and maximize value. Novacap ensures that its portfolio companies get proper and long-term visibility by favouring a patient and global approach for each significant corporate project.

Philip Fayer, the Chairman and Chief Executive Officer of Nuvei, holds an interest of 39 per cent. in Nuvei through Whiskey Papa Fox Inc., which is controlled by him.

Nuvei Bidco

Nuvei Bidco is a newly incorporated wholly-owned indirect subsidiary of Nuvei.  It is incorporated in Canada with registered number 1141180-2. Nuvei Bidco was formed for the purposes of the Acquisition.  It has not traded since the date of its incorporation, nor has it entered into any obligations other than in connection with the Acquisition and the financing of the Acquisition.

9.         Information on the SafeCharge Group and current trading

SafeCharge provides global omni-channel payments services from card acquiring and issuing to payment processing and checkout, all underpinned by advanced risk management solutions. Its fully featured proprietary payment platform connects directly to all major payment card schemes including Visa, MasterCard, American Express and Union Pay, as well as over 150 local payment methods.

The ordinary shares of SafeCharge have been quoted on the AIM market of the London Stock Exchange since 2014 under the symbol AIM:SCH.

For the financial year ended 31 December 2018, SafeCharge reported revenues of $138.5m and Adjusted EBITDA (as defined in paragraph 10 below) of $37.3m. The SafeCharge Group generated record revenues and transaction processing volumes in Q1, driven by new customer wins in 2018.

The SafeCharge Group continues to invest in sales and marketing to deliver further growth and expansion into new geographies.  With robust current trading and strong sales pipeline, the SafeCharge Board remains confident that the outcome for the full financial year will be in line with management expectations.

10.       SafeCharge Profit Forecast

In SafeCharge's announcement, published on 13 March 2019, of its year end results for the financial year ended 31 December 2018, SafeCharge made the following statement:

"The Board is issuing guidance for 2019 with revenues expected to be in the range of US$155m to US$165m, and Adjusted EBITDA1 between US$40m and US$42m. This will be driven by continued growth from our existing client base and new customers due to start processing in 2019.

Adjusted EBITDA is a non-GAAP, company-specific measure which is earnings excluding finance income, finance expense, taxes, depreciation, amortisation, aborted acquisition costs and contingent remuneration, restructuring and settlement costs, share-based payments charge, unrealised fair value movements on equity investments recognised in the period income statement and share of post-tax loss of equity-accounted investments (See Consolidated Statement of Comprehensive Income)."

The above statement constitutes a profit forecast for the purposes of the Code (the "SafeCharge Profit Forecast") and the requirements of Rule 28.1(c)(i) of the Code apply to such statement.

Basis of preparation

The SafeCharge Directors confirm that the SafeCharge Profit Forecast has been properly compiled and is based on the unaudited management accounts of SafeCharge for January 2019 and SafeCharge's budget for the financial year ending 31 December 2019.

 

The SafeCharge Profit Forecast excludes the costs and the impact of the Acquisition.

 

In confirming the SafeCharge Profit Forecast, the SafeCharge Directors have made the following assumptions in respect of the financial year ending 31 December 2019:

 

Assumptions outside of SafeCharge's influence or control:

 

(a)     there will be no material adverse change to SafeCharge's commercial relationships;

 

(b)     there will be no material adverse change to SafeCharge's business model or market environment before the end of FY2019;

 

(c)     there will be no material change to existing prevailing global macroeconomic and political conditions during the 12 months ended 31 December 2019; and

 

(d)     there will be no material change in legislation or regulatory requirements impacting SafeCharge's operations or its accounting policies.

 

Assumptions within SafeCharge's influence or control:

 

(a)     total capital expenditure in FY2019 will be in line with existing guidance of US$9m to US$11m;

 

(b)     there will be no material change in the existing operational strategy of SafeCharge; and

 

(c)     there will be no material acquisitions or disposals.

 

SafeCharge Directors' confirmation

The SafeCharge Directors have considered the SafeCharge Profit Forecast and confirm that it remains valid as at the date of this Announcement, that it has been properly compiled on the basis of the assumptions set out above and that the basis of the accounting policies used is consistent with the accounting policies of SafeCharge for the 12 months ending 31 December 2018, and in accordance with IFRS (as adjusted in accordance with SafeCharge's Adjusted EBITDA policy, as outlined above). The guidance has been provided on an adjusted rather than IFRS basis. SafeCharge believes that this adjusted basis provides investors with a consistent means of evaluating, and an understanding of how SafeCharge evaluates SafeCharge's financial performance and results on a comparable basis that is not otherwise apparent on an IFRS basis, as the IFRS basis would be distorted by certain non-recurring, infrequent or non-cash items that SafeCharge believes are not indicative of the financial performance of the business.

11.       Financing of the Acquisition

The Cash Consideration payable to SafeCharge Shareholders pursuant to the Acquisition will be financed by a combination of equity and debt securities to be subscribed by Nuvei's major shareholders, CDP Investissements Inc., the Novacap Funds and Whiskey Papa Fox Inc., pursuant to the Subscription Agreement and third party debt to be provided under the Interim Facilities Agreement.  It is currently intended that Nuvei Bidco will, before the Scheme becomes Effective, enter into alternative debt financing arrangements with BMO Capital Markets Corp. as the Lead Arranger to replace the Interim Facilities Agreement.

Credit Suisse, financial adviser to Nuvei and Nuvei Bidco, is satisfied that sufficient cash resources are available to Nuvei Bidco to enable it to satisfy, in full, the payment of the cash consideration in connection with the Acquisition.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

12.       SafeCharge Share Plans

Nuvei, Nuvei Bidco and SafeCharge have agreed that, in relation to options to acquire SafeCharge Shares granted under the SafeCharge Share Plans, Nuvei Bidco will make appropriate proposals to the holders of such options in accordance with Rule 15 of the Code.

Further details of these proposals will be set out in the Scheme Document and communicated in separate letters to be sent to participants in the SafeCharge Share Plans in due course.

13.       Offer-related arrangements

Confidentiality Agreement

SafeCharge and Nuvei have entered into the Confidentiality Agreement pursuant to which each party has undertaken, amongst other things, to:

·    keep confidential information obtained from the other party as a consequence of its discussions or negotiations or other communications with the other party in relation to the Acquisition, and not to disclose it to third parties (other than certain permitted parties) unless required by applicable law or regulation; and

·    use the confidential information only for the purpose of evaluating, developing and negotiating the offer for SafeCharge.

The Confidentiality Agreement further includes customary non-solicitation obligations on Nuvei. The confidentiality obligations will remain in force for a period of 12 months after the date of the Confidentiality Agreement or until the consummation of the Acquisition (whichever is earlier).

Co-operation Agreement

Nuvei, Nuvei Bidco and SafeCharge have entered into the Co-operation Agreement, pursuant to which, among other things:

·    Nuvei and Nuvei Bidco have undertaken to use all reasonable efforts to obtain the clearances that are necessary to satisfy the Regulatory Conditions; and

·    each party has undertaken to provide each other with such information and assistance as may be reasonably required in relation to the filings, submissions and notifications to be made in relation to such Regulatory Conditions.

The Co-operation Agreement records the parties' intention to implement the Acquisition by way of the Scheme, subject to the ability of Nuvei Bidco to proceed by way of a Takeover Offer in the circumstances described in paragraph 20 below.

The Co-operation Agreement shall terminate with immediate effect, among others:

·    if Nuvei, Nuvei Bidco and SafeCharge so agree in writing;

·    on service of written notice by Nuvei and Nuvei Bidco on SafeCharge (or vice-versa), following the withdrawal or modification of the SafeCharge Board's recommendation of the Acquisition;

·    if the Acquisition, with the permission of the Panel, is withdrawn or lapses in accordance with its terms prior to the Long Stop Date (other than in certain limited circumstances);

·    if the Scheme has not become Effective by the Long Stop Date; or

·    on the Effective Date.  

The Co-operation Agreement also contains provisions that will apply in respect of the SafeCharge Share Plans.

14.       Regulatory Conditions

SafeCharge Shareholders should take note of the terms of the Regulatory Conditions.  The operation of SafeCharge's business is subject to regulation under the EU Payment Services Directive (2015/2366/EU), the Electronic Money Directive (2009/110/EC), as well as domestic legislation implementing these Directives in the UK and Cyprus, and a change of control of SafeCharge is, therefore, subject to certain regulatory approvals.  The effect of the Regulatory Conditions is that if the FCA does not approve of the Acquisition with respect to SafeCharge Financial Services Limited on terms reasonably satisfactory to Nuvei Bidco, or the Bank of Cyprus does not approve of the Acquisition with respect to SafeCharge Limited, Nuvei Bidco may be entitled, with the consent of the Panel, to withdraw the Acquisition.

15.       Structure of the Acquisition

It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement of SafeCharge under Part VIII of the Guernsey Companies Law. The Scheme is an arrangement between SafeCharge and the Scheme Shareholders. The procedure involves, among other things, an application by SafeCharge to the Court to sanction the Scheme. The purpose of the Scheme is to provide for Nuvei Bidco to become the owner of the entire issued and to be issued share capital of SafeCharge on the Effective Date, in consideration for which Scheme Shareholders will receive cash on the basis set out in paragraph 2 above.

The Acquisition is subject to the Conditions and certain further terms set out in Appendix I to this Announcement and to the full terms and conditions to be set out in the Scheme Document, and will only become Effective if, among other things, the following events occur on or before the Long Stop Date or such later date as Nuvei Bidco and SafeCharge may, with the consent of the Panel, agree (and, if required, the Court may allow):

·    a resolution to approve the Scheme is passed by a majority in number of Scheme Shareholders present and voting (and entitled to vote) at the Scheme Court Meeting, either in person or by proxy, representing not less than three-quarters in value of the Scheme Shares held by those Scheme Shareholders;

·    the resolutions required to approve and implement the Scheme and to approve certain related matters are passed (by the requisite majorities of SafeCharge Shareholders required to pass such resolutions) at the General Meeting; and

·    following the Scheme Court Meeting and General Meeting, the Scheme is sanctioned by the Court (without modification, or with modification on terms agreed by Nuvei Bidco and SafeCharge). The Scheme will only become Effective if the Scheme Court Order is granted, in which case the Scheme will become Effective on the Effective Date as stated in the Scheme Court Order.

The Acquisition is also conditional, inter alia, on the receipt of regulatory clearances from the FCA and the Central Bank of Cyprus.

Upon the Scheme becoming Effective:

·    it will be binding on all SafeCharge Shareholders, irrespective of whether or not they attended or voted at the Scheme Court Meeting and the General Meeting (and, if they attended and voted, whether or not they voted in favour of the Scheme at the Scheme Court Meeting or in favour of or against the resolution(s) at the General Meeting); and

·    share certificates (if any) in respect of SafeCharge Shares will cease to be of value and should be destroyed and entitlements to SafeCharge Shares held within the CREST system will be cancelled.

Any SafeCharge Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The resolution(s) to be proposed at the General Meeting will, amongst other matters, provide that the articles of incorporation of SafeCharge be amended to incorporate provisions requiring any SafeCharge Shares issued after the Scheme Record Time (other than to Nuvei Bidco and/or its nominees) be automatically transferred to Nuvei Bidco on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the articles of incorporation of SafeCharge (as amended) will avoid any person (other than Nuvei Bidco and its nominees) holding shares in the capital of SafeCharge after the Effective Date.

If the Scheme does not become Effective on or before the Long Stop Date (or such later date as Nuvei Bidco and SafeCharge may, with the consent of the Panel, agree and, if required, the Court may allow), it will lapse and the Acquisition will not proceed.

The Scheme Document will include full details of the Scheme, together with notices of the Scheme Court Meeting and the General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition, and will specify the necessary actions to be taken by SafeCharge Shareholders. It is expected that the Scheme Document together with Forms of Proxy will be posted to SafeCharge Shareholders and, for information only, to persons with information rights and to holders of options under the SafeCharge Share Plans, in June 2019 and in any event within 28 days from the date of this Announcement. Accordingly, it is expected that the Scheme Court Meeting and the General Meeting will take place in July 2019. Subject, among other things, to the satisfaction or waiver of the Conditions, it is expected that the Scheme will become Effective in the third quarter of 2019.

16.       Cancellation of trading on AIM

Prior to the Scheme becoming Effective, SafeCharge will make an application to the London Stock Exchange for the cancellation of the admission to trading of SafeCharge Shares on AIM, to take effect from or shortly after the Effective Date. The last day of dealings in, and registration of transfers of, SafeCharge Shares (other than the registration of the transfer of the Scheme Shares to Nuvei Bidco pursuant to the Scheme) on AIM is expected to be the Business Day prior to the Effective Date and no transfers are expected to be registered after 6.00 p.m. (London time) on that date.

17.       Disclosure of interests in SafeCharge Shares

Save in respect of the irrevocable undertakings referred to above, as at the close of business on the Last Practicable Date neither Nuvei, nor any directors of Nuvei, nor, so far as Nuvei is aware, any person acting in concert with Nuvei had any interest in, right to subscribe for, or had borrowed or lent any SafeCharge Shares or securities convertible or exchangeable into SafeCharge Shares, nor did any such person have any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to take delivery or any dealing arrangement of the kind referred to in Note 11 of the definition of acting in concert in the Code, in relation to SafeCharge Shares or in relation to any securities convertible or exchangeable into SafeCharge Shares.

In the interests of secrecy prior to this Announcement, Nuvei has not made any enquiries in respect of the matters referred to in this paragraph of certain parties who may be presumed or deemed by the Panel to be acting in concert with Nuvei for the purposes of the Scheme. Enquiries of such parties will be made as soon as practicable following the date of this Announcement and any disclosure in respect of such parties will be disclosed as soon as possible via a Regulatory Information Service.

18.       Overseas Shareholders

The availability of the Acquisition and the distribution of this Announcement to persons not resident in the United Kingdom or Guernsey may be affected by the laws and regulations of the relevant jurisdiction. Such persons should inform themselves about, and observe, any applicable legal or regulatory requirements. SafeCharge Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

This Announcement does not constitute an offer for sale of any securities or an offer or an invitation to purchase any securities. SafeCharge Shareholders are advised to read carefully the Scheme Document and the Forms of Proxy once these have been dispatched.

19.       Documents available on website

Copies of the following documents will, no later than 12 noon on the Business Day following this Announcement, be available on SafeCharge's website (https://www.safecharge.com) and on Nuvei's website (https://nuvei.com/en-us/) until the end of the Offer Period:

·    this Announcement;

·    the irrevocable undertakings referred to in paragraph 7 above (further details of which are set out in Appendix III of this Announcement);

·    the Subscription Agreement, the Interim Facilities Agreement and the fee letter relating to the Interim Facilities Agreement referred to in paragraph 11 above;

·    the Confidentiality Agreement referred to in paragraph 13 above; and

·    the Co-operation Agreement referred to in paragraph 13 above.

The contents of SafeCharge's website and Nuvei's website are not incorporated into, and do not form part of, this Announcement.

20.       General

The Acquisition will be subject to the Conditions and certain further terms set out in Appendix I and the further terms and conditions to be set out in the Scheme Document when issued and such further terms as may be required to comply with Guernsey law and the provisions of the Code.

Nuvei and Nuvei Bidco each reserve the right, subject to the prior consent of the Panel and the terms of the Cooperation Agreement, to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme if: (i) SafeCharge consents; (ii) a third party announces a competing proposal in relation to SafeCharge which is recommended by the SafeCharge Board; (iii) the SafeCharge Board does not include a recommendation of the Acquisition in the Scheme Document; (iv) the SafeCharge Board withdraws, qualifies or modifies such recommendation prior to the Scheme Court Meeting or the General Meeting; or (v) prior to the publication of the Scheme Document, the SafeCharge Board withdraws, qualifies or modifies its intention to give such recommendation.

If the Acquisition is implemented by way of a Takeover Offer, the Acquisition will be implemented on substantially the same terms as those which would apply to the Scheme (subject to appropriate amendments) and, in particular, the acceptance condition applicable to the Acquisition shall be set at not more than 75 per cent. of the issued SafeCharge Shares to which the Takeover Offer relates (or such lesser percentage as Nuvei, Nuvei Bidco and SafeCharge may decide (subject to the provisions of the Code and, to the extent necessary, consultation with the Panel)).

If the Acquisition is effected by way of a Takeover Offer and such Takeover Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Nuvei Bidco intends to: (i) make an application to the London Stock Exchange for the cancellation of the admission to trading of SafeCharge Shares on AIM, and (ii) exercise its rights to apply the provisions of Part XVIII of the Guernsey Companies Law to acquire compulsorily the remaining SafeCharge Shares in respect of which the Takeover Offer has not been accepted.

Shore Capital and Credit Suisse have each given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their names in the form and context in which they appear.

The Scheme will be governed by Guernsey law and will be subject to the jurisdiction of the Guernsey courts. The Acquisition will be subject to the applicable requirements of the Court, the Guernsey Companies Law, the Code, the Panel, the London Stock Exchange, the AIM Rules and the FCA.

The sources of certain financial information and bases of calculation contained in this Announcement are set out in Appendix II.  Certain terms used in this Announcement are defined in Appendix IV.

 

Enquiries:

Nuvei Corporation

Philip Fayer, Chairman and Chief Executive Officer

David Schwartz, Chief Financial Officer

Scott Calliham, SVP, M&A and Strategy

 

Credit Suisse International (Financial Adviser to Nuvei and Nuvei Bidco)

Gary Katz

Steven Geller

Joe Hannon

Stephen Pick

 

+44 (0) 20 7888 8888

SafeCharge International Group Limited

David Avgi, Chief Executive Officer

Tsach Einav, Chief Financial Officer

c/o FTI Consulting

Jean Beaubois, Head of Investor Relations

 

 

 

+44 (0) 7826 36619

 

Shore Capital and Corporate Limited (Financial Adviser, Broker and Nominated Adviser to SafeCharge)

Simon Fine

Toby Gibbs

Mark Percy

 

FTI Consulting

Matthew O'Keeffe

Elena Kalinskaya

Davis Polk & Wardwell LLP, Fasken Martineau DuMoulin LLP and Ogier (Guernsey) LLP are retained as legal advisers to Nuvei as to English and U.S., Canadian and Guernsey law respectively. Addleshaw Goddard LLP and Collas Crill LLP are retained as legal advisers to SafeCharge as to English and Guernsey law respectively.

Further information

This Announcement is for information purposes only and is not intended to and does not constitute or form part of, any offer, 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, pursuant to the Acquisition or otherwise nor shall there be any sale, issuance or transfer of securities of SafeCharge in any jurisdiction in contravention of applicable law.

The Acquisition will be implemented solely by means of the Scheme Document (or if the Acquisition is implemented by way of a Takeover Offer, the offer document), which will contain the full terms and conditions of the Acquisition including details of how to vote in respect of (or, if applicable, accept) the Acquisition. Any vote in respect of the Scheme (or, if applicable, acceptance of the Takeover Offer) or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the offer document). Each SafeCharge Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences to it (or to its beneficial owners) of the Acquisition.

Credit Suisse, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting as financial adviser exclusively for Nuvei and Nuvei Bidco and no one else in connection with the matters set out in this Announcement and will not be responsible to any person other than Nuvei and Nuvei Bidco for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the content of this Announcement or any matter referred to herein. Neither Credit Suisse nor any of its subsidiaries, branches or 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 Credit Suisse in connection with this Announcement, any statement contained herein or otherwise.

Shore Capital, which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser, broker and nominated adviser exclusively for SafeCharge and no one else in connection with the matters set out in this Announcement and will not be responsible to any person other than SafeCharge for providing the protections afforded to clients of Shore Capital, nor for providing advice in relation to the content of this Announcement or any matter referred to herein. Neither Shore Capital nor any of its subsidiaries or 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 Shore Capital in connection with this Announcement, any statement contained herein or otherwise.

Notice to Overseas Shareholders

General

The release, publication or distribution of this Announcement in or into jurisdictions other than the United Kingdom or Guernsey may be restricted by law and therefore any persons who are subject to the laws of other jurisdictions should inform themselves about, and observe, any applicable legal or regulatory requirements.  In particular, the ability of persons who are not resident in the United Kingdom or Guernsey to vote their SafeCharge Shares with respect to the Scheme at the Scheme Court Meeting, or to appoint another person as proxy to vote at the Scheme Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable 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. This Announcement has been prepared for the purpose of complying with English law, Guernsey law, the Code, the AIM Rules and the Rules of the London Stock Exchange 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 of England or Guernsey.

The Acquisition will not be made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws of that jurisdiction and no person may vote in favour of the Acquisition by any use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this Announcement and formal documentation relating to the Acquisition will not be, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law or regulation), the Takeover Offer may not be made, directly or indirectly, in, into or from within any Restricted Jurisdiction.

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

Notices to US investors in SafeCharge

The Acquisition relates to the shares of a Guernsey company that is a "foreign private issuer" as defined in Rule 3b-4 under the US Securities Exchange Act of 1934, as amended, and is proposed to be effected by means of a scheme of arrangement under Guernsey law. Neither the US proxy solicitation rules nor (unless implemented by means of an offer) the tender offer rules under the US Securities Exchange Act of 1934, as amended, will apply to the Acquisition. Accordingly, the Scheme will be subject to the disclosure requirements and practices applicable in Guernsey to schemes of arrangement and under the Code, which differ from the disclosure and procedural requirements of the US proxy solicitation rules and tender offer rules. Neither the SEC, nor any securities commission of any state of the United States, has approved the Acquisition, passed upon the fairness of the Acquisition or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States. Financial information relating to SafeCharge included in this Announcement and the Scheme Document has been or will have been prepared in accordance with International Financial Report Standards that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The receipt of cash by a beneficial owner of SafeCharge Shares pursuant to the Acquisition as consideration for the transfer of its Scheme Shares pursuant to the Scheme will be a taxable transaction for United States federal income tax purposes and may also be a taxable transaction under other applicable tax laws, including any applicable United States state and local, as well as non-US, tax laws. Each SafeCharge Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences to it (or to its beneficial owners) of the Acquisition.

If the Acquisition is implemented by way of a Takeover Offer and Nuvei Bidco determines to extend such offer into the United States, the offer will be made in compliance with applicable UK, Guernsey and US securities laws and regulations, including the US tender offer rules. In such circumstances, SafeCharge Shareholders are urged to read any documents relating to the Acquisition because they will contain important information regarding the Acquisition. Such documents will be available from SafeCharge at https://www.safecharge.com.

SafeCharge is incorporated under the laws of Guernsey. All of the officers and directors of SafeCharge are residents of countries other than the United States and the majority of the assets of SafeCharge are located outside of the United States. As a result, it may not be possible to effect service of process within the United States upon SafeCharge or any of their respective officers or directors, or to enforce outside the United States judgements obtained against SafeCharge or any of their respective officers or directors in US courts, including, without limitation, judgements based upon the civil liability provisions of the US federal securities laws or the laws of any state or territory within the United States. It may not be possible to sue SafeCharge in a non-US court for violations of US securities laws. It may be difficult to compel SafeCharge and their respective affiliates to subject themselves to the jurisdiction and judgment of a US court.

If Nuvei Bidco commences a Takeover Offer, in accordance with normal UK market practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Nuvei Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase shares or other securities of SafeCharge outside of the United States, other than pursuant to the Takeover Offer, until the date on which the Takeover Offer becomes Effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory Information Service and will be available on the London Stock Exchange website at http://www.londonstockexchange.com.  Rule 14e-5 will not regulate the purchases or arrangement of purchases of shares in SafeCharge in the context of implementing the Acquisition by a Scheme of Arrangement.

Forward-looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by SafeCharge and Nuvei contain statements which are, or may be deemed to be, "forward-looking statements". Such forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which the SafeCharge Group, the Nuvei Group or the Enlarged Group will operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. The forward-looking statements contained in this Announcement relate to the SafeCharge Group's, the Nuvei Group's or the Enlarged Group's future prospects, developments and business strategies, the expected timing and scope of the Acquisition and other statements other than historical facts. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "will look to", "would look to", "plans", "prepares", "anticipates", "expects", "is expected to", "is subject to", "budget", "scheduled", "forecasts", "synergy", "strategy", "goal", "cost-saving", "projects", "intends", "may", "will" or "should" or their negatives or other variations or comparable terminology.  Forward-looking statements may 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 SafeCharge's or Nuvei's operations and potential synergies resulting from the Acquisition; (iii) technological developments and commercial and customer relationships, and (iv) the effects of global economic conditions and governmental or international regulation on SafeCharge's or Nuvei's business. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These events and circumstances include changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business, partnerships, combinations or disposals. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors. Neither SafeCharge nor Nuvei, 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. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements.

The forward-looking statements speak only at the date of this document. All subsequent oral or written forward-looking statements attributable to any member of the SafeCharge Group or the Nuvei Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

SafeCharge and Nuvei expressly disclaim any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

No profit forecasts or estimates

Save in relation to the statements made by SafeCharge at paragraph 10 of this Announcement, no statement in this Announcement is intended as a profit forecast, profit estimate or quantified benefit statement for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for SafeCharge for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for SafeCharge.

Disclosure requirements

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 Nuvei. 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. A Dealing Disclosure by a person to whom Rule 8.3(b) 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.

Opening Position Disclosures must also be made by the offeree company and by an offeror and Dealing Disclosures must also be made by the offeree company, by an 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 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.

In accordance with the Code, normal UK practice and Rule 14e-5(b) of the US Exchange Act, Credit Suisse and its respective affiliates will continue to act as exempt principal trader in SafeCharge securities on AIM.  These purchases and activities by exempt principal traders which are required to be made public in the UK pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.  This information will also be publicly disclosed in the United States to the extent such information is made public in the UK.

Information relating to SafeCharge Shareholders

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

Publication of this Announcement and availability of hard copies

A copy of this Announcement and the documents required to be published by Rule 26 of the Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Nuvei's and SafeCharge's websites at, respectively, https://nuvei.com/en-us/ and https://www.safecharge.com, by no later than 12 noon (London time) on the Business Day following this Announcement. The contents of the websites referred to in this Announcement are not incorporated into and do not form part of this Announcement.

SafeCharge Shareholders who receive this Announcement in electronic form may, subject to applicable securities laws, request a hard copy of this Announcement by contacting Computershare on 0370 707 4040 (if calling from within the UK) or +44 (0) 370 707 4040 (if calling from outside the UK) or by submitting a request in writing to Computershare at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS13 8AE. Calls to the helpline outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.30 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales. Please note that Computershare cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. Save as otherwise referred to above, a hard copy of this Announcement will not be provided unless requested. SafeCharge Shareholders may, subject to applicable securities laws, also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

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.

 Relevant SafeCharge securities in issue

In accordance with Rule 2.9 of the Code, SafeCharge confirms that, as at the date of this Announcement, it has 152,364,026 ordinary shares of US$0.0001 each in issue and admitted to trading on AIM. The Company does not hold any ordinary shares in treasury. The ISIN of the SafeCharge Shares is GG00BYMK4250.

 

 

APPENDIX I

CONDITIONS AND CERTAIN FURTHER TERMS TO THE
ACQUISITION AND THE SCHEME

Part 1 Conditions to the Scheme and Acquisition

1.         The Acquisition will be conditional upon the Scheme becoming unconditional and becoming Effective, subject to the provisions of the Code, on or before Long Stop Date.

Scheme approval

2.         The Scheme will be conditional on:

(a)        (i) approval of the Scheme at the Scheme Court Meeting (and at any separate class meeting which may be required by the Court) by a majority in number of the Scheme Shareholders (or the relevant class or classes thereof, if applicable) present and voting, either in person or by proxy, representing three-quarters or more in value of the Scheme Shares held by those Scheme Shareholders (or the relevant class or classes thereof, if applicable); and (ii) such Scheme Court Meeting (and any such separate class meeting) being held on or before the 22nd day after the expected date of the Scheme Court Meeting to be set out in the Scheme Document in due course or such later date (if any) as Nuvei Bidco and SafeCharge may, with the consent of the Panel, agree and the Court may allow;

(b)        (i) each resolution set out in the notice of the General Meeting (and any other resolution required or necessary to implement the Scheme) being duly passed by the requisite majority (or majorities, if applicable) at the General Meeting; and (ii) the General Meeting being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document in due course or such later date (if any) as Nuvei Bidco and SafeCharge may, with the consent of the Panel, agree and the Court may allow; and

(c)        the sanction of the Scheme by the Court (without modification or with modification on terms acceptable to Nuvei Bidco and SafeCharge).

Should the Scheme be sanctioned by the Court, the Scheme will become effective on the date stated in the Scheme Court Order.

3.         In addition, Nuvei Bidco and SafeCharge have agreed that, subject as stated in Part 2 below and to the requirements of the Panel, the Acquisition will be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme effective will not be taken unless the following Conditions have been satisfied or, where relevant, waived prior to the Scheme being sanctioned by the Court:

Regulatory approvals and clearances

(a)        in respect of the acquisition by Nuvei Bidco of, or increase in control by Nuvei Bidco with respect to, SafeCharge Financial Services Limited, the FCA: (i) having given notice for the purposes of section 189(4)(a) of FSMA that it has approved each person required to give notice under section 178(1) of FSMA respect of such acquisition or increase in control; or (ii) being treated, by virtue of section 189(6) of FSMA, as having approved such acquisition of or increase in control on terms reasonably satisfactory to Nuvei Bidco, where references to FSMA are read, where applicable, with the Financial Services and Markets Act 2000 (Controllers) (Exemption) Order 2009; and

(b)        in respect of the acquisition by Nuvei Bidco of, or increase in control by Nuvei Bidco with respect to, SafeCharge Limited, the Central Bank of Cyprus having given notice that it has approved each person required to give notice in respect of such acquisition or increase in control;

Third Party clearances

(c)        other than in respect of Conditions 3(a) and 3(b) above, all notifications to and filings and applications with Third Parties which are necessary under applicable legislation or regulation of any relevant jurisdiction having been made and all appropriate waiting and other time periods (including any extensions of such waiting and other time periods) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory or regulatory obligations in any relevant jurisdiction having been complied with in each case in connection with the Scheme or Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control or management of any member of, the Wider SafeCharge Group by any member of the Wider Nuvei Group or the carrying on by any member of the Wider SafeCharge Group of any material aspect of its business;

(e)        other than in respect of Conditions 3(a) and 3(b) above, no Third Party having intervened (as defined below) and there not continuing to be outstanding any statute, regulation or order of any Third Party in each case which is, or is would be, material in the context of the Wider SafeCharge Group, the Wider Nuvei Group or the Acquisition which would or might reasonably be expected to:

(i)         make the Scheme or the Acquisition or, in each case, its implementation or the acquisition or proposed acquisition by Nuvei Bidco or any member of the Wider Nuvei Group of any shares or other securities in, or control or management of any member of the Wider SafeCharge Group void, illegal or unenforceable in any jurisdiction, or otherwise directly or indirectly materially restrain, prevent, prohibit, restrict or delay the same or impose additional conditions or obligations with respect to the Scheme or the Acquisition or such acquisition, or otherwise materially impede, challenge or interfere with the Scheme or Acquisition or such acquisition, or require amendment to the terms of the Scheme or Acquisition or the acquisition or proposed acquisition of any SafeCharge Shares or the acquisition of control or management of SafeCharge or the Wider SafeCharge Group by Nuvei Bidco or any member of the Nuvei Group;

(ii)        materially limit or delay, or impose any material limitations on, the ability of any member of the Wider Nuvei Group or any member of the Wider SafeCharge Group to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other securities in, or to exercise voting or management control over, any member of the Wider SafeCharge Group or of the Wider Nuvei Group;

(iii)       require, prevent or materially delay the divestiture or alter the terms envisaged for any proposed divestiture by any member of the Wider Nuvei Group of any shares or other securities in any member of the SafeCharge Group;

(iv)       require, prevent or materially delay the divestiture or alter the terms envisaged for any proposed divestiture by any member of the Wider Nuvei Group or by any member of the Wider SafeCharge Group of all or any part of their respective businesses, assets or property or impose any material limitation on the ability of all or any of them to conduct their respective businesses (or any part thereof) or to own, control or manage any of their respective assets or properties (or any part thereof);

(v)        except pursuant to Part XVIII of the Guernsey Companies Law and in connection with the Acquisition, require any member of the Wider Nuvei Group or of the Wider SafeCharge Group to acquire, or to offer to acquire, any shares or other securities (or the equivalent) in any member of either group, or any material asset, owned by any third party;

(vi)       materially limit the ability of any member of the Wider Nuvei Group or of the Wider SafeCharge Group to conduct or integrate or coordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider Nuvei Group or of the Wider SafeCharge Group;

(vii)      result in any member of the Wider SafeCharge Group or the Wider Nuvei Group ceasing to be able to carry on business under any name under which it presently does so; or

(viii)     otherwise materially and adversely affect any or all of the assets, business, profits, financial or trading position or prospects of any member of the Wider Nuvei Group or of the Wider SafeCharge Group,

and all applicable waiting and other time periods during which any Third Party could intervene under the laws of any relevant jurisdiction having expired, lapsed or been terminated;

(f)        all Authorisations which are necessary in any relevant jurisdiction for or in respect of the Scheme or Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control or management of any member of the Wider SafeCharge Group by any member of the Wider Nuvei Group or the carrying on by any member of the Wider SafeCharge Group of its business having been obtained, in terms and in a form reasonably satisfactory to Nuvei Bidco, from all appropriate Third Parties or from any persons or bodies with whom any member of the Wider SafeCharge Group has entered into contractual arrangements in each case where the absence of such Authorisation would have a material adverse effect on the Wider SafeCharge Group taken as a whole and all such Authorisations remaining in full force and effect and there being no notice or intimation of any intention to revoke, suspend, restrict, modify or not to renew any of the same;

Certain matters arising as a result of any arrangement, agreement etc.

(g)        except as Disclosed, there being no provision of any arrangement, agreement, licence, permit, franchise or other instrument to which any member of the Wider SafeCharge Group is a party, or by or to which any such member or any of its assets is or are or may be bound, entitled or subject or any circumstance, which, in each case as a consequence of the Scheme or Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control of any member of the Wider SafeCharge Group by any member of the Wider Nuvei Group or otherwise, would or might reasonably be expected to result in (in any case to an extent which is, or would be, material in the context of the Wider SafeCharge Group taken as a whole or in the context of the Acquisition):

(i)         any monies borrowed by or any other indebtedness or liabilities (actual or contingent) of, or any grant available to, any member of the Wider SafeCharge Group being or becoming repayable or capable of being declared repayable immediately or prior to its stated maturity date or repayment date or the ability of any member of the Wider SafeCharge Group to borrow monies or incur any indebtedness being withdrawn or inhibited or becoming capable of being withdrawn or inhibited;

(ii)        the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any member of the Wider SafeCharge Group or any such mortgage, charge or other security interest (wherever created, arising or having arisen) becoming enforceable;

(iii)       any such arrangement, agreement, licence, permit, franchise or instrument, or the rights, liabilities, obligations or interests of any member of the Wider SafeCharge Group thereunder, being, or becoming capable of being, terminated or adversely modified or affected or any adverse action being taken or any obligation or liability arising thereunder;

(iv)       any asset or interest of any member of the Wider SafeCharge Group being or falling to be disposed of or charged or ceasing to be available to any member of the Wider SafeCharge Group or any right arising under which any such asset or interest could be required to be disposed of or could cease to be available to any member of the Wider SafeCharge Group otherwise than, in each case, in the ordinary course of business;

(v)        any member of the Wider SafeCharge Group ceasing to be able to carry on business under any name under which it presently does so;

(vi)       the creation of any liability (actual or contingent) by any member of the Wider SafeCharge Group other than trade creditors or other liabilities incurred in the ordinary course of business;

(vii)      the creation or acceleration of any liability to taxation of any such member other than liabilities incurred in the ordinary course of business; or

(viii)     the financial or trading position or the prospects or the value of any member of the Wider SafeCharge Group being prejudiced or adversely affected,

and no event having occurred which, under any provision of any such arrangement, agreement, licence, permit or other instrument, could result in any of the events or circumstances which are referred to in paragraphs (i) to (viii) of this Condition, in any case, to an extent which is, or would be, material in the context of the Wider SafeCharge Group taken as a whole;

Certain events occurring since 31 December 2018

(h)        except as Disclosed, no member of the Wider SafeCharge Group having, since 31 December 2018:

(i)         issued or agreed to issue, or authorised the issue of, additional shares or securities of any class, or securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to sell or transfer any shares out of treasury (save as between SafeCharge and wholly-owned subsidiaries of SafeCharge or between such wholly-owned subsidiaries and save for (A) options or awards granted under, or (B) SafeCharge Shares transferred from treasury or issued upon the exercise of any options or the vesting or settlement of awards granted under, in either case, the SafeCharge Share Plans);

(ii)        purchased or redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or made any other change to any part of its share capital to an extent which is material in the context of the Wider SafeCharge Group taken as a whole;

(iii)       recommended, declared, paid or made any dividend or other distribution whether payable in cash or otherwise or made any bonus issue (other than: (A) the Final Dividend, or (B) to SafeCharge or a wholly-owned subsidiary of SafeCharge);

(iv)       save for any transaction between SafeCharge and a wholly-owned subsidiary of SafeCharge or between such wholly-owned subsidiaries, entered into, implemented or authorised the entry into, any joint venture or asset or profit sharing arrangement, or merged with, demerged or acquired any body corporate, partnership or business or acquired or disposed of or transferred, mortgaged, charged or created any security interest over any assets or any right, title or interest in any assets (including shares in any undertaking and trade investments) or authorised the same (in each case, to an extent which is material in the context of the Wider SafeCharge Group taken as a whole or in the context of the Acquisition);

(v)        except as between SafeCharge and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, made or authorised or proposed or announced an intention to propose any change in its loan capital;

(vi)       issued or authorised or proposed the issue of, or made any change in or to, any debentures or (except in the ordinary course of business or except as between SafeCharge and its wholly-owned subsidiaries or between such wholly-owned subsidiaries) incurred or increased any indebtedness or liability (actual or contingent) which in any case is material in the context of the Wider SafeCharge Group taken as a whole or in the context of the Acquisition;

(vii)      except as between SafeCharge and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, or other than in the ordinary course of business, acquired or disposed of or transferred, mortgaged or encumbered any asset or any right, title or interest in any asset;

(viii)     other than in the ordinary course of business, entered into, varied, or authorised, or proposed or announced its intention, to enter into or vary any agreement, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which:

(A)       is of a long term, onerous or unusual nature or magnitude or which could reasonably be expected to involve an obligation of such nature or magnitude; or

(B)       could reasonably be expected to restrict the business of any member of the Wider SafeCharge Group;

and which, in each case, is or is likely to be material in the context of the Wider SafeCharge Group taken as a whole or in the context of the Acquisition;

(ix)       other than pursuant to the Acquisition and except as between SafeCharge and its wholly-owned subsidiaries or between such wholly-owned subsidiaries entered into, implemented, effected, authorised or announced its intention to enter into, implement, effect or propose any merger, demerger, reconstruction, amalgamation, scheme, acquisition commitment or other transaction or arrangement in respect of itself or another member of the Wider SafeCharge Group otherwise than in the ordinary course of business, in each case, to an extent which is material in the context of the Wider SafeCharge Group taken as a whole or in the context of the Acquisition;

(x)        other than in respect of a member of the Wider SafeCharge Group which is dormant and was solvent at the relevant time, taken any corporate action or had any legal proceedings instituted or threatened against it or petition presented or order made for its winding up (voluntarily or otherwise), dissolution, reorganisation or for it to enter into any arrangement or composition for the benefit of its creditors, or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any part of its assets and revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction which in any case is material in the context of the Wider SafeCharge Group taken as a whole or in the context of the Acquisition;

(xi)       been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business, to an extent which is material in the context of the Wider SafeCharge Group taken as a whole or in the context of the Acquisition;

(xii)      except as between SafeCharge and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, or otherwise than in the ordinary course of business, waived, compromised or settled any claim which is material in the context of the Wider SafeCharge Group taken as a whole or in the context of the Acquisition;

(xiii)     save for those amendments to the articles of incorporation of SafeCharge to be proposed at the General Meeting, made any alteration to its articles of incorporation or other constitutional documents which is material in the context of the Scheme or the Acquisition or the acquisition by any member of the Wider Nuvei Group of any shares or other securities in, or control of, SafeCharge or any other member of the Wider SafeCharge Group;

(xiv)     entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary the terms of, any contract, agreement or arrangement with any of the directors or senior executives of any member of the Wider SafeCharge Group in each case, to an extent which is material in the context of the Wider SafeCharge Group taken as a whole or in the context of the Acquisition, save for salary increases, bonuses or variations of terms in the ordinary course;

(xv)      proposed, agreed to provide or modified the terms of any SafeCharge Share Scheme or any other or share-based incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider SafeCharge Group, in each case, in a manner which is material in the context of the Wider SafeCharge Group taken as a whole or in the context of the Acquisition;

(xvi)     except in relation to changes made or agreed as a result of, or arising from, legislation or changes to legislation, entered into or made or agreed or consented to any change to: (A) the terms of the trust deeds, rules, policy or other governing documents constituting any pension scheme or other retirement or death benefit arrangement established for the directors, former directors, employees or former employees of any entity in the Wider SafeCharge Group or their dependants (a "Relevant Pension Plan"); (B) the basis on which benefits accrue, pensions which are payable or the persons entitled to accrue or be paid benefits, under any Relevant Pension Plan; (C) the basis on which the liabilities of any Relevant Pension Plan are funded or valued; (D) the manner in which the assets of any Relevant Pension Plan are invested; (E) the basis or rate of employer contribution to a Relevant Pension Plan, in each case which is material in the context of the Wider SafeCharge Group taken as a whole or in the context of the Acquisition;

(xvii)    carried out any act: (A) which would or could reasonably be expected to lead to the commencement of the winding up of any Relevant Pension Plan; (C) which would or might create a debt owed by an employer to any Relevant Pension Plan; or (C) which would or might accelerate any obligation on any employer to fund or pay additional contributions to any Relevant Pension Plan, in each case which is material in the context of the Wider SafeCharge Group taken as a whole or in the context of the Acquisition; or

(xviii)   entered into any agreement, commitment or arrangement or passed any resolution or made any offer (which remains open for acceptance) or proposed or announced any intention with respect to any of the transactions, matters or events referred to in this Condition;

No adverse change, litigation or regulatory enquiry

(i)         except as Disclosed, since 31 December 2018:

(i)         there having been no adverse change or deterioration in the business, assets, financial or trading positions or profits or prospects of any member of the Wider SafeCharge Group which, in any such case, is material in the context of the Wider SafeCharge Group taken a whole or in the context of the Acquisition;

(ii)        no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider SafeCharge Group is or may become a party (whether as complainant, defendant or otherwise) and no investigation of any Third Party against or in respect of any member of the Wider SafeCharge Group having been threatened, announced, implemented or instituted by or against or remaining outstanding against or in respect of any member of the Wider SafeCharge Group which in any such case is material in the context of the Wider SafeCharge Group taken as a whole or in the context of the Acquisition;

(iii)       no contingent or other liability of any member of the Wider SafeCharge Group having arisen or become apparent or increased which is or would reasonably be likely to adversely affect the business, assets, value of, or the financial or trading position, profits or prospects of any member of the Wider SafeCharge Group to an extent which is material in the context of the Wider SafeCharge Group taken as a whole or in the context of the Acquisition;

(iv)       no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence, approval or exemption held by or granted to any member of the Wider SafeCharge Group, which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which in any case is reasonably likely to have a material adverse effect on the Wider SafeCharge Group taken as a whole or would be material in the context of the Acquisition;

(v)        other than with the consent of Nuvei Bidco, no action having been taken or proposed by any member of the Wider SafeCharge Group, or having been approved by SafeCharge Shareholders or consented to by the Panel, which falls within or under Rule 21.1 of the Code; and

(vi)       no member of the Wider SafeCharge Group having conducted its business in breach of any applicable laws and regulations which in any case is material in the context of the Wider SafeCharge Group taken as a whole;

No discovery of certain matters

(j)         except as Disclosed, since 31 December 2018, Nuvei Bidco not having discovered that:

(i)         any financial or business or other information concerning the Wider SafeCharge Group disclosed at any time by or on behalf of any member of the Wider SafeCharge Group whether publicly, to any member of the Wider Nuvei Group or to any of their advisers or otherwise, is misleading or contains any misrepresentation of fact or omits to state a fact necessary to make any information contained therein not misleading to an extent which in any case is material in the context of the Wider SafeCharge Group taken as a whole or in the context of the Acquisition;

(ii)        any member of the Wider SafeCharge Group is subject to any liability (actual or contingent) which is material in the context of the Wider SafeCharge Group taken as a whole or in the context of the Acquisition; or

(iii)       any information which affects the import of any information publicly announced on a Regulatory Information Service prior to the date of this Announcement, by or on behalf of any member of the Wider SafeCharge Group, in each case which is material in the context of the Wider SafeCharge Group taken as a whole or in the context of the Acquisition;

Intellectual property

(k)        except as Disclosed, no circumstance having arisen or ceasing to exist, or no event having occurred, in each case, in relation to any intellectual property owned or used by any member of the Wider SafeCharge Group which would have a material adverse effect on the Wider SafeCharge Group taken as a whole or is otherwise material in the context of the Acquisition;

Anti-corruption, sanctions and criminal property

(l)         except as Disclosed, Nuvei Bidco not having discovered that:

(i)         any past or present member, director, officer or employee of the Wider SafeCharge Group, or any person that performs or has performed services for or on behalf of any such company, is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other anticorruption or anti-tax evasion legislation applicable to the Wider SafeCharge Group;

(ii)        any asset of any member of the Wider SafeCharge Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition);

(iii)       any past or present member, director, officer or employee of the Wider SafeCharge Group, or any other person for whom any such person may be liable or responsible, or any person that performs or has performed services for or on behalf of any such company is or has engaged in any business with, made any investments in, made any funds or assets available to or received any funds or assets from: (A) any government, entity or individual in respect of which US or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or HM Revenue & Customs; or (B) any government, entity or individual targeted by any of the economic sanctions administered by the United Nations, the United States, the European Union or any of its member states; or

(iv)       a member of the Wider SafeCharge Group has engaged in any transaction which would cause Nuvei or Nuvei Bidco to be in breach of any law or regulation upon its Acquisition with SafeCharge, including the economic sanctions of the United States Office of Foreign Assets Control, or HM Revenue & Customs, or any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the European Union or any of its member states.

4.         For the purposes of these Conditions:

(a)        "Disclosed" means the information fairly disclosed by, or on behalf of, SafeCharge: (i) in its annual report and accounts for the financial year ended 31 December 2018; (ii) in this Announcement; (iii) in any other public announcement made by SafeCharge on a Regulatory Information Service prior to this Announcement; or (iv) prior to the date of this Announcement by SafeCharge, or the financial, accounting, tax or legal advisers (specifically as advisers in relation to the Acquisition) of SafeCharge to Nuvei or Nuvei Bidco (or their respective officers or employees, in their capacity as such) or to Nuvei or Nuvei Bidco's financial, accounting, tax or legal advisers (specifically as advisers in relation to the Acquisition);

(b)        "Third Party" means any central bank, government, government department or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, authority (including any national or supranational anti-trust or merger control authority), court, trade agency, association, institution or professional or environmental body or any other similar person or body whatsoever in any relevant jurisdiction;

(c)        a Third Party shall be regarded as having "intervened" if it has decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or made, proposed or enacted any statute, regulation, decision or order or taken any measures or other steps or required any action to be taken or information to be provided or otherwise having done anything and "intervene" shall be construed accordingly; and

 (d)       "Authorisations" means authorisations, orders, grants, recognitions, determinations, certificates, confirmations, consents, licences, clearances, provisions and approvals, in each case, of a Third Party.

Part 2 Waiver and invocation of the Conditions

1.         The Scheme will not become effective unless the Conditions have been fulfilled or (if capable of waiver) waived or, where appropriate, have been determined by Nuvei Bidco to be or remain satisfied by no later than the Long Stop Date.

2.         To the extent permitted by law and subject to the requirements of the Panel, Nuvei Bidco reserves the right to waive:

(a)        the deadlines set out in the Conditions in paragraph 2 of Part 1 of this Appendix I for the timing of the Scheme Court Meeting and/or General Meeting. If any such deadline is not met, Nuvei Bidco shall make an Announcement by 8.00 am on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with SafeCharge to extend the deadline in relation to the relevant Condition; and

(b)        in whole or in part, all or any of the Conditions in paragraphs 3(c) to 3(l) (inclusive) of Part 1 of this Appendix I.

3.         Under Rule 13.5(a) of the Code, Nuvei Bidco may not invoke a Condition to the Acquisition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the Condition are of material significance to Nuvei Bidco in the context of the Acquisition. Conditions 2(a), (b) and (c) of Part 1 of this Appendix I and, if applicable, any acceptance condition if the Acquisition is implemented by means of a Takeover Offer, are not subject to this provision of the Code.

4.         Nuvei Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of the above Conditions inclusive by a date earlier than the latest date specified above for the fulfilment of that Condition, notwithstanding that the other Conditions of the Acquisition may at such earlier date have been waived or fulfilled and that there are, at such earlier date, no circumstances indicating that any Condition may not be capable of fulfilment.

Part 3  Implementation by way of a Takeover Offer

Nuvei Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer, subject to the Panel's consent and the terms of the Co-operation Agreement. In such event, such Offer will be implemented on the same terms and conditions, so far as applicable, as those which would apply to the Scheme subject to appropriate amendments, including (without limitation) an acceptance condition set at 75 per cent. (or such lesser percentage as Nuvei, Nuvei Bidco and SafeCharge may decide, subject to the provisions of the Code  and to the extent necessary, consultation with the Panel, being more than 50 per cent.) in value of the shares to which such Takeover Offer relates.

Part 4 Certain further terms of the Acquisition

1.         The Acquisition shall lapse, and shall no longer bind Scheme Shareholders, SafeCharge or Nuvei Bidco if:

(a)        in so far as the Acquisition, or any matter arising from or relating to the Acquisition, constitutes a concentration with a Community dimension within the scope of the Regulation, the European Commission either initiates proceedings under Article 6(1)(c) of the EU Merger Regulation or, if applicable, makes a referral to a competent authority in the United Kingdom under Article 9(1) of the EU Merger Regulation and there is then a Phase 2 CMA reference; or

(b)       in so far as the Acquisition or any matter arising from the Acquisition does not constitute a concentration with a Community dimension within the scope of the EU Merger Regulation, the Acquisition or any matter arising from or relating to the Acquisition becomes subject to a Phase 2 CMA reference,

in each case, before the date of the Scheme Court Meeting.

2.         If Nuvei Bidco is required by the Panel to make an offer for SafeCharge Shares under the provisions of Rule 9 of the Code, Nuvei Bidco may make such alterations to any of the above Conditions as are necessary to comply with the provisions of that Rule.

3.         The SafeCharge Shares will be acquired by Nuvei Bidco under the Acquisition fully paid, with full title guarantee and free from all liens, equities, charges, encumbrances, options and rights of pre-emption and any other third party rights or interests of any nature whatsoever and together with all rights attaching thereto, including, without limitation, voting rights and entitlement to receive and retain in full all dividends and other distributions announced, declared, paid or made or which become payable or any other return of capital (whether by way of reduction of share capital or share premium or otherwise) by the Company after the date of the Announcement, other than the Final Dividend.

4.         Subject to the terms of the Scheme, if, on or after the date of this Announcement, any dividend and/or other distribution and/or other return of capital (other than the Final Dividend) is announced, declared, paid or made or becomes payable in respect of the SafeCharge Shares, Nuvei Bidco reserves the right (without prejudice to any right of Nuvei Bidco to invoke the Condition 3(h)(iii) in Part 1 of this Appendix I), to reduce the Cash Consideration for the SafeCharge Shares by an amount up to the amount of such dividend and/or distribution and/or return of capital so announced, declared, paid or made or which becomes payable, in which case any reference in this Announcement or in the Scheme Document to the Cash Consideration for the SafeCharge Shares will be deemed to be a reference to the Cash Consideration as so reduced. To the extent that any such dividend and/or distribution and/or other return of capital is announced, declared, paid or made or becomes payable and it is: (a) transferred pursuant to the Acquisition on a basis which entitles Nuvei Bidco to receive the dividend or distribution and to retain it; or (b) cancelled, the Cash Consideration will not be subject to change in accordance with this paragraph. Any exercise by Nuvei Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition.

5.         The Acquisition will be subject to the Conditions and certain further terms set out in this Appendix I and the further terms and conditions to be set out in the Scheme Document when issued and such further terms as may be required to comply with the provisions of the Code.

6.         Each of the Conditions shall be regarded as a separate Condition and not be limited by reference to any other Condition.

7.         The availability of the Acquisition to persons not resident in the United Kingdom or Guernsey may be affected by the laws of the relevant jurisdiction. Any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Guernsey should inform themselves about and observe any applicable requirements. Further information in relation to Overseas Shareholders will be contained in the Scheme Document. The Acquisition is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction.

8.         This Announcement and any rights or liabilities arising hereunder, the Acquisition, the Scheme, and any proxies will be governed by Guernsey law and be subject to the jurisdiction of the Guernsey courts. The Scheme will be subject to the applicable requirements of the Court, the Guernsey Companies Law, the Code, the Panel, the London Stock Exchange, the AIM Rules and the FCA.

 

 

APPENDIX II

SOURCES OF FINANCIAL INFORMATION AND BASES OF CALCULATION
 USED IN THIS ANNOUNCEMENT

1.         Unless otherwise stated, the financial information on SafeCharge is extracted or derived (without material adjustment) from its annual report and accounts for the financial year ended 31 December 2018.

2.         Unless otherwise stated, the financial information on Nuvei is extracted or derived (without material adjustment) from its audited annual accounts for the financial year ended 31 December 2018.  

3.         The implied value of the fully diluted share capital of SafeCharge is calculated on the basis of 152,364,026 SafeCharge Shares being in issue on 21 May 2019 (none of which are held in treasury) plus 7,886,140 outstanding options on 21 May 2019.

4.         The volume-weighted average price of a SafeCharge Share for the 3-month period ended 21 May 2019 is derived from Bloomberg reported volume data and estimated from the beginning of 21 February to the end of the Last Practicable Date.

5.         The volume-weighted average price of a SafeCharge Share for the 6-month period ended 21 May 2019 is derived from Bloomberg reported volume data and estimated from the beginning of 23 November to the end of the Last Practicable Date.

6.         SafeCharge's Adjusted EBITDA is a non-GAAP, company-specific measure which is earnings excluding finance income, finance expense, taxes, depreciation, amortisation, aborted acquisition costs and contingent remuneration, restructuring and settlement costs, share-based payments charge, unrealised fair value movements on equity investments recognised in the period income statement and share of post-tax loss of equity-accounted investments.

7.         Certain figures included in this Announcement have been subject to rounding adjustments.

 

 

APPENDIX III

IRREVOCABLE UNDERTAKINGS

Nuvei and Nuvei Bidco have received irrevocable undertakings to vote (or procure the voting) in favour of the Scheme at the Scheme Court Meeting and the resolutions to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of Takeover Offer under the Code, to accept, or procure the acceptance of such Takeover Offer) in respect of, in aggregate, 107,438,764 SafeCharge Shares (representing approximately 70.5 per cent. of SafeCharge Shares in issue on the Last Practicable Date).

Irrevocable undertakings given by SafeCharge Directors

The following SafeCharge Directors have given to Nuvei and Nuvei Bidco an irrevocable undertaking to vote (or procure the voting) in favour of the Scheme at the Scheme Court Meeting and the resolutions to be proposed at the General Meeting (or in the event that the Acquisition is implemented by way of a Takeover Offer, to accept, or procure the acceptance of, the Takeover Offer) in relation to the following SafeCharge Shares, in which they are (or their spouses, civil partners and related trust become) interested:

Name of Director

Number of SafeCharge Shares

Percentage of issued ordinary share capital of SafeCharge in issue on the Last Practicable Date

David Avgi

3,374,111

2.21

Yuval Ziv

7,040

0.005

Roger Withers

31,564

0.02

John Le Poidevin

30,864

0.02

Pursuant to their irrevocable undertakings, David Avgi and Yuval Ziv, have undertaken to accept, or procure the acceptance of, a fair and reasonable proposal made under Rule 15 of the Code, and in accordance with the Co-operation Agreement, to holders of options under the SafeCharge Share Plans, in respect of options in which they are interested.


Irrevocable undertakings given by other SafeCharge Shareholders

Northenstar Investments Ltd, an investment holding company controlled by Teddy Sagi, has given to Nuvei and Nuvei Bidco an irrevocable undertaking to vote (or procure the voting) in favour of the Scheme at the Scheme Court Meeting and the resolutions to be proposed at the General Meeting (or in the event that the Acquisition is implemented by way of a Takeover Offer, to accept, or procure the acceptance of, the Takeover Offer) in relation to the following SafeCharge Shares, in which Northenstar is interested:

Name

Number of SafeCharge Shares

Percentage of issued ordinary share capital of SafeCharge in issue on the Last Practicable Date

Northenstar Investments Ltd

103,995,185

68.3

Lapse of irrevocable undertakings

The irrevocable undertakings from the SafeCharge Directors listed above and Northenstar Investments Ltd will each lapse and cease to be binding if:

(a)        the Scheme Document or Takeover Offer, as applicable, is not posted within 28 days of the date of this Announcement or such longer period as Nuvei, Nuvei Bidco and SafeCharge, with the consent of the Panel, agree;

(b)       Nuvei or Nuvei Bidco announces that it does not intend to make or proceed with the Acquisition and no new, revised or replacement Scheme or Takeover Offer is announced in accordance with Rule 2.7 of the Code at the same time;

(c)        the Scheme or Takeover Offer lapses or is withdrawn and no new, revised or replacement Scheme or Takeover Offer is announced, in accordance with Rule 2.7 of the Code, in its place or is announced, in accordance with Rule 2.7 of the Code, at the same time; or

(d)       on the date on which any competing offer is declared wholly unconditional or, if proceeding by way of a scheme of arrangement, becomes effective.

In addition, the irrevocable undertaking from Northenstar Investments Ltd will lapse and cease to be binding if the Scheme does not become Effective or the Takeover Offer has not become or been declared wholly unconditional before 5.00 p.m. on 31 December 2019.  

 

 

APPENDIX IV

DEFINITIONS

The following definitions apply throughout this document unless the context requires otherwise:

"Acquisition"

the proposed acquisition by Nuvei Bidco of the entire issued and to be issued share capital of SafeCharge to be effected by means of the Scheme or, should Nuvei Bidco so elect, subject to the consent of the Panel and the terms of the Co-operation Agreement, by means of a Takeover Offer

"AIM"

the AIM Market operated by the London Stock Exchange

"AIM Rules"

the AIM Rules for Companies, incorporating guidance notes, published by the London Stock Exchange governing, among other things, admission to AIM and the continuing obligations of companies admitted to AIM, as amended from time to time

"Announcement"

this announcement made pursuant to Rule 2.7 of the Code

"Announcement Exchange Rate"

the exchange rate of £:$ of £1:$1.2730 as at 21 May 2019 as derived from data provided by Bloomberg

"Business Day"

a day, other than a Saturday, Sunday or public or bank holiday, on which banks are open for ordinary banking business in the City of London, United Kingdom and Guernsey

"Cash Consideration"

$5.55 in cash for each SafeCharge Share or, at the election of a Scheme Shareholder, an equivalent amount in pounds Sterling which is available to such shareholder under the currency exchange facility referred to in this Announcement

"CDPQ"

Caisse de dépôt et placement du Québec

"Closing Price"

in respect of a SafeCharge Share on any particular day, the closing middle market quotation thereof as derived from the London Stock Exchange Daily Official List (SEDOL) on that day

"CMA"

the Competition and Markets Authority in the United Kingdom

"Code"

the UK City Code on Takeovers and Mergers as from time to time amended and interpreted by the Panel

"Computershare"

Computershare Investor Services PLC, SafeCharge's registrar and receiving agent

"Conditions"

the conditions to the implementation of the Acquisition (including the Scheme) which are set out in Appendix I to this Announcement and to be set out in the Scheme Document and "Condition" shall be construed accordingly

"Confidentiality Agreement"

the confidentiality agreement entered into by SafeCharge and Nuvei dated 6 April 2019

"Co-operation Agreement"

the co-operation agreement dated 22 May 2019 between Nuvei, Nuvei Bidco and SafeCharge and relating, among other things, to the implementation of the Acquisition

"Court"

the Royal Court of Guernsey

"Credit Suisse"

Credit Suisse International

"CREST"

the computerised settlement system (as defined in the CREST Regulations) for the paperless settlement of trades in uncertificated securities and the holding of uncertificated securities

"CREST Regulations"

means the Uncertificated Securities (Guernsey) Regulations, 2009, including (i) any enactment or subordinate legislation which amends or supersedes those regulations and (ii) any applicable rules made under those regulations or any such enactment or subordinate legislation for the time being in force

"Dealing Disclosure"

an announcement pursuant to Rule 8 of the Code containing details of dealings in interests in relevant securities of a party to an offer

"Effective"

in the context of the Acquisition:

(i)    if the Acquisition is implemented by way of Scheme, means the Scheme having become effective in accordance with its terms; or

(ii)   if the Acquisition is implemented by way of a Takeover Offer, such offer having been declared or become unconditional in all respects in accordance with its terms

"Effective Date"

the date on which the Acquisition becomes Effective

"Enlarged Group"

the enlarged Nuvei Group following completion of the Acquisition comprising the Nuvei Group and the SafeCharge Group

"EU Merger Regulation"

means Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings

"Excluded Shares"

any SafeCharge Share held in treasury and any SafeCharge Share registered in the name of, or beneficially owned by, Nuvei Bidco or any member of the Wider Nuvei Group, in each case at the Scheme Record Time

"FCA"

the UK Financial Conduct Authority, including as the competent authority under Part VI of the FSMA

"Final Dividend"

the previously announced final dividend of 7.22 pence per SafeCharge Share (equivalent to $0.0945 based on a GBP/USD exchange rate of $1.3085 to £1, being an exchange rate set by SafeCharge on 12 March 2019) payable on 24 May 2019 (subject to shareholder approval at the annual general meeting of SafeCharge to be held on 22 May 2019)

"Forms of Election"

the forms of election for use by Scheme Shareholders electing to receive their Cash Consideration in pounds Sterling, which will accompany the Scheme Document

"Forms of Proxy"

the forms of proxy in connection with each of the Scheme Court Meeting and the General Meeting which will accompany the Scheme Document

"FSMA"

the Financial Services and Markets Act 2000, as amended from time to time

"General Meeting"

the general meeting of SafeCharge Shareholders (and any adjournment thereof) to be convened in connection with the Acquisition, notice of which will be set out in the Scheme Document, to consider and if thought fit approve various matters in connection with the implementation of the Scheme

"Guernsey Companies Law"

the Companies (Guernsey) Law 2008, as amended from time to time

"Interim Facilities Agreement"

the interim facilities agreement dated on or about the date of this Announcement entered into between Pivotal Holdings Corporation as the Parent, Nuvei Technologies Corp. as the Company, 11411802 Canada Inc. as Bidco, BMO Capital Markets Corp. as Arranger, and Bank of Montreal as Interim Facility Agent and as Interim Security Agent

"Last Practicable Date"

21 May 2019 (being the last Business Day before the date of this Announcement)

"London Stock Exchange"

London Stock Exchange plc, together with any successor thereto

"Long Stop Date"

31 December 2019 or such later date as may be agreed in writing by SafeCharge and Nuvei Bidco (with the Panel's consent and as the Court may approve (if such consent and/or approval is or are required))

"Novacap Funds"

funds invested in Nuvei and managed by Novacap Management Inc.

"Nuvei"

Nuvei Corporation, a company incorporated in Canada having company number 1039046-1

"Nuvei Bidco"

11411802 Canada Inc. a company incorporated in Canada having company number 1141180-2

"Nuvei Board" or "Nuvei Directors"

the board of directors of Nuvei and "Nuvei Director" means any of them

"Nuvei Group"

Nuvei, its subsidiaries and its subsidiary undertakings from time to time (including, without limitation, Nuvei Bidco)

"Offer Period"

the offer period (as defined by the Takeover Code) relating to SafeCharge, which commenced on the date of this Announcement

"Opening Position Disclosure"

an announcement pursuant to Rule 8 of the Code containing details of a person's interests in relevant securities of a party to an offer

"Overseas Shareholders"

SafeCharge Shareholders (or nominees of, or custodians or trustees of SafeCharge Shareholders) who are not resident in, ordinarily resident in, or citizens of, the United Kingdom or Guernsey

"Panel"

the UK Panel on Takeovers and Mergers

"Phase 2 CMA reference"

a reference of an offer or possible offer to the chair of the CMA for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013

"PRA"

the Prudential Regulation Authority

"Regulatory Conditions"

the Conditions set out in paragraphs 3(a) and 3(b) of Part 1 of Appendix I

"Regulatory Information Service"

a Regulatory Information Service that is approved by the FCA and is on the list maintained by the FCA

"Restricted Jurisdiction"

means any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available to SafeCharge Shareholders in that jurisdiction

"SafeCharge"

SafeCharge International Group Limited, a non-cellular company limited by shares incorporated under the laws of Guernsey with registered number 61125

"SafeCharge Board" or "SafeCharge Directors"

the board of directors of SafeCharge and "SafeCharge Director" means any of them

"SafeCharge Financial Services Limited"

SafeCharge Financial Services Limited, a firm that is authorised and regulated by the FCA as a payment institution, with reference number 789900

"SafeCharge Group"

SafeCharge, its subsidiaries and its subsidiary undertakings from time to time

"SafeCharge Limited"

SafeCharge Limited, an electronic money institution that is authorised and regulated by the Central Bank of Cyprus

"SafeCharge Share(s)"

ordinary shares of US$0.0001 each in the capital of SafeCharge from time to time

"SafeCharge Share Plans"

The SafeCharge 2016 Executive Long Term Incentive Plan, the SafeCharge 2016 Employee Long Term Incentive Plan and the SafeCharge 2011 Global Share Option Plan, as amended from time to time

"SafeCharge Shareholders"

holders of SafeCharge Shares from time to time

"Scheme" or "Scheme of Arrangement"

the scheme of arrangement proposed to be made under Part VIII of the Guernsey Companies Law between SafeCharge and Scheme Shareholders to be set out in the Scheme Document, with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by SafeCharge and Nuvei Bidco

"Scheme Document"

the document to be sent to SafeCharge Shareholders containing and setting out, among other things, the full terms and conditions of the Scheme and the notices convening the Scheme Court Meeting and the General Meeting

"Scheme Court Meeting"

the meeting of Scheme Shareholders (or any class or classes thereof) to be convened pursuant to an order of the Court under Part VIII of the Guernsey Companies Law for the purpose of considering and, if thought fit, approving the Scheme, (with or without modification approved or imposed by the Court and agreed to by Nuvei Bidco and SafeCharge) including any adjournment, postponement or reconvention thereof, notice of which shall be contained in the Scheme Document

"Scheme Court Order"

the order of the Court sanctioning the Scheme

"Scheme Record Time"

the time and date specified as such in the Scheme Document or such later time and date as SafeCharge and Nuvei Bidco may agree

"Scheme Shareholders"

holders of Scheme Shares as appearing in the register of SafeCharge at the Scheme Record Time, and a "Scheme Shareholder" shall mean any one of those Scheme Shareholders

"Scheme Shares"

SafeCharge Shares:


(i)    in issue at the date of the Scheme Document;


(ii)   (if any) issued after the date of the Scheme Document and prior to the Voting Record Time; and


(iii)  (if any) issued at or after the Voting Record Time and at or before the Scheme Record Time, either on terms that the original or any subsequent holders of such shares shall be bound by the Scheme, or in respect of which the original and any subsequent holders of such shares are, or shall have agreed in writing to be, bound by the Scheme,

in each case excluding the Excluded Shares

"Shore Capital"

Shore Capital and Corporate Limited

"SEC"

the US Securities and Exchange Commission

"Subscription Agreement"

the subscription agreement dated on or about the date of this Announcement entered into between Nuvei, certain members of the Nuvei Group, CDP Investissements Inc., the Novacap Funds and Whiskey Papa Fox Inc.

"Substantial Interest"

a direct or indirect interest in 20 per cent. or more of the voting equity capital (as defined in section 548 of the UK Companies Act) of an undertaking

"Takeover Offer"

if, subject to the consent of the Panel and the Co-operation Agreement, the Acquisition is effected by way of a takeover offer (which shall be any offer for the purposes of section 337 of the Guernsey Companies Law) implemented under Part XVIII of the Guernsey Companies Law, the offer to be made by or on behalf of Nuvei to acquire the issued and to be issued ordinary share capital of SafeCharge on the terms and subject to the conditions to be set out in the related offer document

"UK Companies Act"

the Companies Act 2006, as amended from time to time

"United Kingdom" or "UK"

the United Kingdom of Great Britain and Northern Ireland

"United States" or "US"

the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia, and all other areas subject to its jurisdiction

"Voting Record Time"

the time and date specified in the Scheme Document by reference to which entitlement to vote at the Scheme Court Meeting will be determined

"Wider SafeCharge Group"

SafeCharge and the subsidiaries and subsidiary undertakings of SafeCharge and associated undertakings (including any joint venture, partnership, firm or company in which any member of the SafeCharge Group is interested or any undertaking in which SafeCharge and such undertakings (aggregating their interests) have a Substantial Interest)

"Wider Nuvei Group"

Nuvei and the subsidiaries and subsidiary undertakings of Nuvei and associated undertakings (including any joint venture, partnership, firm or company in which any member of the Nuvei Group is interested or any undertaking in which Nuvei and such undertakings (aggregating their interests) have a Substantial Interest)

 

Unless otherwise stated, all times referred to in this Announcement are references to the time in London.

All references to legislation in this Announcement are to the legislation of Guernsey unless the contrary is indicated. Any reference to any provision of any legislation (including, for these purposes, the Code) shall include any amendment, modification, re-enactment or extension thereof.

Words importing the singular shall include the plural and vice versa.

A reference to "includes" shall mean "includes without limitation", and references to "including" and any other similar term shall be interpreted accordingly.

For the purpose of this Announcement "subsidiary", "subsidiary undertaking" and "undertaking" have the meanings given by the UK Companies Act.

References to "£", "Sterling", "GBP", "p" and "pence" are to the lawful currency of the United Kingdom, references to "$", "US dollar", "USD" are to the lawful currency of the United States of America.


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
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Replacement: Recommended Cash Acquisition by Nuvei - RNS