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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
11 JUNE 2019
RECOMMENDED CASH ACQUISITION
SAFECHARGE INTERNATIONAL GROUP LIMITED ("SafeCharge")
11411802 CANADA INC. ("Nuvei Bidco")
a wholly-owned indirect subsidiary of Nuvei Corporation ("Nuvei")
Amendment to the Interim Facilities Agreement
On 22 May 2019, Nuvei Bidco announced a firm intention to make a recommended cash offer for the entire issued and to be issued share capital of SafeCharge (the "Rule 2.7 Announcement"). Defined terms used but not otherwise defined in this announcement (the "Announcement") have the same meanings as in the Rule 2.7 Announcement.
As set out in the Rule 2.7 Announcement, in connection with the Acquisition certain members of the Nuvei Group entered into the Interim Facilities Agreement. Nuvei today announces that Nuvei Technologies Corp., a wholly-owned indirect subsidiary of Nuvei, has entered into an amendment and transfer agreement with respect to the Interim Facilities Agreement, under which: (i) each of Antares Capital LP and Capital One, National Association ("Capital One") have agreed to be a First Lien Arranger and a Second Lien Arranger for the purposes of the Interim Facilities Agreement, (ii) each of Antares Holdings LP ("AHLP") and Capital One have agreed to be an Original Interim Lender for all purposes under the Interim Facilities Agreement, and (iii) each of BMO Capital Markets Corp. ("BMO"), AHLP and Capital One have agreed to BMO transferring by novation and in accordance with the terms of the Interim Facilities Agreement certain of BMO's rights and obligations under the Interim Facilities Agreement and the other interim documents to AHLP and Capital One.
Credit Suisse, financial adviser to Nuvei and Nuvei Bidco, remain satisfied that sufficient resources are available to satisfy in full the Cash Consideration payable to SafeCharge Shareholders under the terms of the Acquisition.
A copy of the amendment and transfer agreement under the Interim Facilities Agreement is available on Nuvei's website at https://nuvei.com/en-us/ in accordance with Rule 26 of the Code.
Philip Fayer, Chairman and Chief Executive Officer
David Schwartz, Chief Financial Officer
Scott Calliham, SVP, M&A and Strategy
+1 (514) 313 1190
Credit Suisse International (Financial Adviser to Nuvei and Nuvei Bidco)
+44 (0) 20 7888 8888
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.
Notice to Overseas Shareholders
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 from 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 Securities Exchange Act of 1934, as amended, 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.
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 Securities Exchange Act of 1934, as amended, 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.
Publication of this Announcement
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 website at https://nuvei.com/en-us/, 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.
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