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Recommended cash offer for Aldermore Group PLC - FRS/FST, FSRP, FRII, FRD, FRLE
FirstRand Limited
(Incorporated in the Republic of South Africa)
(Registration number 1966/010753/06)
JSE ordinary share code: FSR
Ordinary share ISIN: ZAE000066304
JSE B preference share code: FSRP
B preference share ISIN: ZAE000060141
NSX ordinary share code: FST
FirstRand Bank Limited
(Incorporated in the Republic of South Africa)
(Registration number 1929/001225/06)
JSE company code interest rate issuer: FRII
JSE company code debt issuer: FRD
JSE company code ETF issuer: FRLE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART,
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
6 NOVEMBER 2017
RECOMMENDED CASH OFFER
for
Aldermore Group PLC ("Aldermore")
by
FirstRand International Limited, a wholly-owned subsidiary of FirstRand Limited
("FirstRand Offeror")
to be effected by way of scheme of arrangement under Part 26 of the Companies Act 2006
Summary
- Further to the announcements by FirstRand Ltd and Aldermore on 13 October 2017, the
boards of FirstRand Offeror, a wholly-owned subsidiary of FirstRand Ltd, and Aldermore
are pleased to announce that they have reached agreement on the terms of a recommended
cash offer to be made by FirstRand Offeror for the entire issued and to be issued ordinary
share capital of Aldermore (the "Offer"). It is intended that the Offer will be effected by
means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
- Under the terms of the Offer, Aldermore Shareholders shall be entitled to receive:
for each Ordinary Share 313 pence in cash
- The Offer values the entire issued and to be issued ordinary share capital of Aldermore at
approximately £1.1 billion and represents a premium of approximately:
- 22 per cent. to the Closing Price per Ordinary Share of 256 pence on 12 October
2017 (being the last Business Day prior to the commencement of the Offer Period);
- 38 per cent. to the 3 month volume weighted average Closing Price per Ordinary
Share of 227 pence for the 3 month period ended 12 October 2017 (being the last
Business Day prior to the commencement of the Offer Period); and
- 35 per cent. to the 6 month volume weighted average Closing Price per Ordinary
Share of 232 pence for the 6 month period ended 12 October 2017 (being the last
Business Day prior to the commencement of the Offer Period).
- The Offer also implies a multiple of 1.8 times Aldermore's reported Net Tangible Book Value
of £607.1m as at 30 September 2017.
- If any dividend or other distribution or return of capital is proposed, declared, made, paid or
becomes payable by Aldermore in respect of the Ordinary Shares on or after the date of this
announcement and prior to the Effective Date, FirstRand Offeror will have the right to
reduce the value of the consideration payable for each Ordinary Share by up to the amount
per Ordinary Share of such dividend, distribution or return of value.
- The consideration payable under the Offer will be funded from the FirstRand Group's
existing cash resources.
- FirstRand Offeror is a wholly-owned subsidiary of FirstRand Investment Holdings Limited,
which in turn is a wholly-owned subsidiary of FirstRand Ltd. FirstRand Ltd is South Africa’s
largest financial services institution by market capitalisation (£15.8 billion at 3 November
2017). Founded almost 20 years ago, the FirstRand Group’s track record of superior
shareholder value creation relative to peers has been achieved through a combination of
organic growth, acquisitions and creating completely new businesses on the back of
innovation and disruptive strategies. FirstRand believes in empowering its people and
fosters a strong entrepreneurial culture.
- The FirstRand Group’s strategy is to protect and build value by achieving a more diversified
revenue profile from its segments, products and geographies. In the UK the FirstRand
Group owns MotoNovo, one of the leading providers of motor finance for second hand
vehicles in the country. Currently 96 per cent. of total group earnings is generated in South
Africa, the rest of Africa and India, with 4 per cent. generated from MotoNovo.
- Aldermore is a UK based bank providing award-winning asset finance, invoice finance,
mortgage and deposit products to Small and Medium-sized Enterprises, homeowners,
landlords and savers. Founded in 2009 by funds advised by AnaCap Financial Partners,
Aldermore is listed on the Main Market of the London Stock Exchange, is a constituent of
the FTSE 250 leading share index and has total assets of £9.6 billion (at 30 September 2017).
- The FirstRand Group recognises that the existing management team of Aldermore has a
deep understanding of the business environment within which Aldermore operates. As such,
following the Scheme becoming effective, the FirstRand Group’s current UK retail and
business/SME operations will be integrated into Aldermore to form a separate pillar. Phillip
Monks, Aldermore’s CEO will lead the new combined UK business.
- Aldermore has separately released its Q3 2017 Interim Management Statement today.
Benefits to the FirstRand Group
- The FirstRand Group recognises that its business in the UK is currently undiversified from
a product and market perspective and that the acquisition of Aldermore will accelerate this
diversification process using the strength of Aldermore’s position in the SME, Mortgage and
Savings markets.
- MotoNovo, which has built meaningful market share in financing second hand vehicles and
is organically building a more diversified product set, including personal loans and
insurance, will be integrated within Aldermore. Its growth will be supported by Aldermore's
funding platform which will only be utilised for the UK lending books. This has the added
benefit for the FirstRand Group that capacity currently allocated to MotoNovo from the
FirstRand Group’s domestic balance sheet can be redeployed into its South African and rest
of Africa growth strategies.
- The FirstRand Group will work closely with Aldermore’s management team to identify
growth opportunities that Aldermore can explore under the FirstRand Group’s ownership.
The FirstRand Group already sees the potential to broaden the business model of the
combined platform. The FirstRand Group also believes further UK growth can be unlocked
through (a) cross-selling the current product offerings across the MotoNovo and Aldermore
customer bases and (b) in the longer term, developing further financial services offerings.
- Aldermore and MotoNovo are both highly profitable businesses delivering returns above
FirstRand Group hurdles and FirstRand believes it can unlock further value from the
combined platform in the short to medium term through applying its proven practices in
financial resource management.
Recommendation
- The Aldermore Directors, who have been so advised by J.P. Morgan Cazenove, RBC Capital
Markets and Lazard & Co., Limited as to the financial terms of the Offer, consider the terms
of the Offer to be fair and reasonable. In providing advice to the Aldermore Directors, J.P.
Morgan Cazenove, RBC Capital Markets and Lazard & Co., Limited have taken into
account the commercial assessments of the Aldermore Directors. In addition, the Aldermore
Directors consider the terms of the Offer to be in the best interests of the Aldermore
Shareholders as a whole.
- Accordingly, the Aldermore Directors intend to recommend unanimously that Aldermore
Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be
proposed at the General Meeting as all Aldermore Directors holding Ordinary Shares have
irrevocably undertaken to do so in respect of their own Ordinary Shares, being a total of
3,860,132 Ordinary Shares (representing, in aggregate, approximately 1.1 per cent. of the
ordinary share capital of Aldermore in issue on 3 November 2017 (being the latest
practicable date prior to this announcement)).
Irrevocable Undertakings
- FirstRand Offeror has also received irrevocable undertakings from funds advised by AnaCap
Financial Partners to vote in favour of the Scheme at the Court Meeting and the resolutions
to be proposed at the General Meeting in respect of 86,685,988 Ordinary Shares
(representing, in aggregate, approximately 25.1 per cent. of the ordinary share capital of
Aldermore in issue on 3 November 2017 (being the latest practicable date prior to this
announcement)).
- FirstRand Offeror has therefore received irrevocable undertakings in respect of 90,546,120
Ordinary Shares (representing, in aggregate, approximately 26.3 per cent. of the ordinary
share capital of Aldermore in issue on 3 November 2017 (being the latest practicable date
prior to this announcement)).
- Further details of these irrevocable undertakings are set out in Appendix III to this
announcement.
Offer Conditions and structure of the Offer
- The Offer will be conditional, among other things, on: (i) approval by the requisite majorities
of Aldermore Shareholders at the Court Meeting and the General Meeting; (ii) the requisite
regulatory approvals from the Prudential Regulation Authority, the Financial Conduct
Authority and the South African Registrar of Banks being obtained; and (iii) a Trigger Event
not having occurred in relation to the AT1 Securities.
- The Offer will be put to Aldermore Shareholders at the Court Meeting and at the General
Meeting. In order to become effective, the Scheme must be approved by a majority in
number of the Aldermore Shareholders voting at the Court Meeting, either in person or by
proxy, representing at least 75 per cent. in value of the Ordinary Shares voted. In addition,
a special resolution implementing the Scheme must be passed by Aldermore Shareholders
representing at least 75 per cent. of votes cast at the General Meeting.
- The Scheme Document, containing further information about the Offer and notices of the
Court Meeting and the General Meeting and the Forms of Proxy, shall be published as soon
as practicable and, in any event, within 28 days of the date of this announcement, unless
FirstRand Offeror and Aldermore otherwise agree, and the Panel consents, to a later date.
Advisers
- Credit Suisse and Rand Merchant Bank are acting as financial advisers to FirstRand Offeror
and FirstRand Ltd in respect of the Offer. DLA Piper is acting as legal adviser to FirstRand
Offeror and FirstRand Ltd.
- J.P. Morgan Cazenove and RBC Capital Markets are providing financial advice and
corporate broking services and are acting as Lead Financial Advisers to Aldermore in
relation to the Offer. Lazard & Co., Limited is acting as Financial Adviser to Aldermore in
relation to the Offer. Linklaters LLP is acting as legal adviser to Aldermore.
Commenting on the Offer, Johan Burger, Chief Executive Officer of FirstRand Ltd said:
“We are very pleased that the Board of Aldermore, one of the UK’s leading specialist lenders, will
be recommending our Offer. The transaction is the latest step in our strategy of protecting and
building shareholder value by achieving a more diversified revenue profile and we believe it will
provide the platform to fulfil our growth objectives in the UK. It will allow the FirstRand Group to
allocate more financial resources to our operations in Africa, whilst diversifying earnings in the UK.
The team at Aldermore have built a fantastic bank in a short period of time and we look forward to
working closely with them to identify further growth opportunities. Aldermore, under the leadership
of Phillip Monks, joins our multi-branded portfolio of leading financial services franchises; First
National Bank, Rand Merchant Bank, WesBank and Ashburton Investments. FirstRand's unique
operating model and organisational culture empowers the management teams of these franchises to
formulate and execute on their respective growth plans within the group’s strategic framework. This
approach has resulted in a track record of superior growth and returns.
In making this offer FirstRand carefully considered how current and potential macroeconomic future
scenarios in the UK could impact the broader business. We are very comfortable that the financial
impact of this transaction is supportive of FirstRand's previous guidance to shareholders on growth,
returns, capital position and dividend policy."
Commenting on the Offer, Danuta Gray, Interim Chairman of Aldermore, said:
“Since we were founded in 2009, Aldermore’s success has been built upon offering straightforward
products and a superior service to small businesses, landlords, homeowners and savers. Operating
as a specialist player in carefully selected markets is an approach that has resonated with customers
and delivered strong risk adjusted returns for shareholders.
In considering FirstRand's offer the Aldermore Board believes it represents an opportunity for
Shareholders to realise an immediate and certain cash value in Aldermore that may otherwise be
unlocked over time. Looking ahead we see further strategic opportunities Aldermore can capitalise
on with the financial strength and backing the FirstRand Group will provide.”
Commenting on the Offer, Phillip Monks, Chief Executive Officer of Aldermore, said:
“We set out to provide a real alternative that would challenge the status quo in banking and it’s been
a remarkable journey. There are now 1,000 colleagues serving over 230,000 customers and together
we have built one of the UK’s leading specialist banks, with lending to small businesses and
individuals totalling £8.4 billion at the end of the third quarter.
The Offer reflects our strong track record of delivery and FirstRand's confidence in Aldermore to
continue delivering on its sustainable growth strategy. Through its own portfolio of leading financial
services franchises, the FirstRand Group has demonstrated its ability to successfully integrate
entrepreneurial businesses and we believe there is a strong strategic and cultural fit for customers,
colleagues and wider stakeholders. With the backing of FirstRand Group’s considerable resources
and wider capabilities, we will be able to accelerate the delivery of our strategy and further expand
the products and services we offer customers. Our vision has always been to bring more competition
to UK banking, and the support of the FirstRand Group will enable us to continue to do just that.”
This summary should be read in conjunction with the full text of this announcement and its
appendices. The Offer shall be subject to the Conditions and further terms that are set out in
Appendix I to this announcement and to the full terms and conditions which shall be set out in
the Scheme Document. Appendix II to this announcement contains the sources of information
and bases of calculations of certain information set out in this announcement. Appendix III to
this announcement contains further details of the irrevocable undertakings. Appendix IV to this
announcement contains definitions of certain terms used in this summary and in this
announcement. The appendices form part of this announcement.
Enquiries:
FirstRand Ltd Tel: +27 (0) 11 282 1341
Sam Moss, Head of Investor Relations
Credit Suisse International, financial adviser to FirstRand Tel: +44 (0) 20 7888 8888
Offeror and FirstRand Ltd
George Maddison / William Nourse / Joe Hannon / Gaurav
Parkash
Rand Merchant Bank, JSE sponsor and financial adviser to Tel: +27 (0) 11 282 8000
FirstRand Offeror and FirstRand Ltd
Leon von Moltke / Dinesh Fakir
Teneo Blue Rubicon, public relations adviser to FirstRand Tel: +44 (0)20 7420 3195
Offeror and FirstRand Ltd
Anthony Silverman
Aldermore
Martin Adams, Director of Investor Relations Tel: +44 (0) 20 8185 3108
Holly Marshall, Director of Corporate Affairs Tel: +44 (0) 20 3553 4218
J.P. Morgan Cazenove, Lead Financial Adviser to Aldermore Tel: +44 (0) 20 7742 4000
Laurence Hollingworth / Mike Collar / James Robinson
RBC Capital Markets, Lead Financial Adviser to Aldermore Tel: +44 (0) 20 7653 4000
Oliver Hearsey / Kevin Smith / Daniel Werchola
Lazard & Co., Limited, Financial Adviser to Aldermore Tel: +44 (0) 20 7187 2000
William Rucker / Nick Millar / Mike Young
Lansons, public relations adviser to Aldermore Tel: +44 (0)7860 101715
Tom Baldock
IMPORTANT NOTICES
Credit Suisse International which is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK is
acting as financial adviser exclusively for FirstRand Offeror and FirstRand Ltd and no one else in
connection with the matters set out in this announcement. In connection with such matters, Credit
Suisse International will not regard any other person as their client, nor will they be responsible to
anyone other than FirstRand Offeror and FirstRand Ltd for providing the protections afforded to
clients of Credit Suisse International or for providing advice in relation to the contents of this
announcement or any other matter referred to herein. Neither Credit Suisse International nor any of
its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility
whatsoever (whether direct, indirect, consequential, 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.
Rand Merchant Bank, which is authorised by the South African Registrar of Banks, is acting as
financial adviser exclusively for FirstRand Offeror and FirstRand Ltd and no one else in connection
with the matters set out in this announcement. In connection with such matters, Rand Merchant
Bank will not regard any other person as their client, nor will they be responsible to anyone other
than FirstRand Offeror and FirstRand Ltd for providing the protections afforded to clients of Rand
Merchant Bank or for providing advice in relation to the contents of this announcement or any other
matter referred to herein.
J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove,
is authorised and regulated by the Financial Conduct Authority in the United Kingdom. J.P. Morgan
Cazenove is acting exclusively as financial adviser to Aldermore and no one else in connection with
the matters set out in this announcement and will not regard any other person as its client in relation
to the matters set out in this announcement and will not be responsible to anyone other than
Aldermore for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates,
or for providing advice in relation to the contents of this announcement or any other matter referred
to herein.
RBC Europe Limited (trading as RBC Capital Markets), which is authorised in the United Kingdom
by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom, is acting solely for Aldermore and no one
else in connection with the matters set out or referred to in this announcement and will not regard
any other person as its client in relation to the matters in this announcement. RBC Capital Markets
will not be responsible to anyone other than Aldermore for providing the protections afforded to
clients of RBC Capital Markets, or for providing advice in connection with the matters referred to
herein.
Lazard & Co., Limited, which is authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting as financial adviser to Aldermore and no one else in connection with
the matters referred to in this announcement and will not be responsible to anyone other than
Aldermore for providing the protections afforded to clients of Lazard & Co., Limited nor for
providing advice in relation to the matters referred to in this announcement. Neither Lazard & Co.,
Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person
who is not a client of Lazard & Co., Limited in connection with this announcement, any statement
contained herein or otherwise.
This announcement is for information purposes only and is not intended to, and does not constitute,
or form part of any offer, invitation, inducement or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities or
the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The
Offer will be made solely through the Scheme Document and the accompanying Forms of Proxy (or
by any other document by which the Offer is made), which will together contain the full terms and
conditions of the Offer, including details of how to vote in favour of or accept the Offer. Any decision
in respect of, or other response to, the Offer should be made only on the basis of the information
contained in the Scheme Document or any document by which the Offer is made.
Overseas Shareholders
The availability of the Offer to Overseas Shareholders and the distribution of this announcement in,
into or from jurisdictions other than the United Kingdom may be restricted by the laws of those
jurisdictions and therefore persons into whose possession this announcement comes should inform
themselves of, and observe, any such restrictions.
The Offer relates to shares of a United Kingdom company and is proposed to be effected by means
of a scheme of arrangement under the laws of England and Wales. A transaction effected by means
of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the
US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and
practices applicable in the United Kingdom to schemes of arrangement, which differ from the
requirements of the US proxy solicitation and tender offer rules or the laws of other jurisdictions
outside the United Kingdom.
FirstRand Offeror reserves the right to elect, with the consent of the Panel and subject to the terms
of the Cooperation Agreement, to implement the Acquisition by way of a Takeover Offer. In such
event, the Takeover Offer will be made in compliance with all applicable laws and regulations,
including the United States tender offer rules, to the extent applicable. Such takeover would be made
in the United States by FirstRand Offeror and no one else. In addition to any such Takeover Offer,
FirstRand Offeror, certain affiliated companies and the nominees or brokers (acting as agents) may
make certain purchases of, or arrangements to purchase, Ordinary Shares outside such Takeover
Offer during the period in which such Takeover Offer would remain open for acceptance. If such
purchases or arrangements to purchase were to be made, they would be made outside the United
States and would comply with applicable law, including the US Exchange Act.
Unless otherwise determined by FirstRand Offeror or required by the Takeover Code, and permitted
by applicable law and regulation, the Offer shall not be made available, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction.
Accordingly, any person (including without limitation, nominees, trustees and custodians) who
would, or otherwise intends to, forward this announcement, the Scheme Document or any
accompanying document to any jurisdiction outside the United Kingdom should refrain from doing
so and seek appropriate professional advice before taking any action. If any Overseas Shareholder
remains in any doubt, it should consult an appropriate independent professional adviser in its
relevant jurisdiction without delay. In particular, the ability of persons who are not resident in the
United Kingdom to vote their Ordinary Shares at the Court Meeting or the General Meeting or to
execute and deliver Forms of Proxy appointing another to vote their Ordinary Shares in respect of
the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant
jurisdiction in which they are located.
Failure to comply with any such restrictions may constitute a violation of the securities laws of any
such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons
involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by
any person. This document has been prepared for the purposes of complying with the law of England
and Wales and the Takeover Code and the information disclosed may not be the same as that which
would have been disclosed if this document and the accompanying documents had been prepared in
accordance with the laws of jurisdictions outside of England and Wales.
This announcement is not intended to, and does not, constitute or form part of any offer or invitation
to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval pursuant to the Scheme or otherwise, in any jurisdiction in which
such offer, invitation or solicitation is unlawful.
The settlement of the Offer consideration will be subject to South African Exchange Control
Regulations, 1961. Shareholders who are South African residents or who are otherwise subject to
the South African Exchange Control Regulations must satisfy themselves as to the full observance
of such regulations. Any Shareholder that is in any doubt about the impact of the South African
Exchange Control Regulations he should consult an appropriate professional adviser without delay.
Purchases
In accordance with normal UK practice and subject to the provisions of the Takeover Code,
FirstRand Offeror or its nominees, or its brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase Ordinary Shares, other than pursuant to the Offer,
until the date on which the Scheme (or Offer, if applicable) 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 and will be reported to a Regulatory Information Service.
Forward-Looking Statements
This announcement contains statements about the FirstRand Group and Aldermore that are or may
be forward-looking statements which are prospective in nature. All statements other than statements
of historical facts may be forward-looking statements. Often, but not always, forward-looking
statements can be identified by the use of forward-looking words such as "targets", "plans", "believes",
"expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy"
"cost-saving", "projects", "goal"or "strategy" or, words or terms of similar substance or the negative thereof. 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 the FirstRand Group’s or Aldermore’s operations and potential synergies
resulting from the Offer; and (iii) the effects of government regulation on the FirstRand Group’s or
Aldermore’s business.
These forward-looking statements are not guarantees of future performance. Such forward-looking
statements involve known and unknown risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. Many factors could cause actual results
to differ materially from those projected or implied in any forward-looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date of this announcement. All subsequent oral or written
forward-looking statements attributable to the FirstRand Group or Aldermore or any of their
respective members, directors, officers or employees or any persons acting on their behalf are
expressly qualified in their entirety by the cautionary statement above. The FirstRand Group and
Aldermore disclaim any obligation to update any forward-looking or other statements contained in
this announcement, except as required by applicable law.
No Profit Forecasts or Estimates
No statement in this announcement is intended as a profit forecast or estimate for any period and no
statement in this announcement should be interpreted to mean that earnings or earnings per share
for FirstRand Ltd or Aldermore, as appropriate, for the current or future financial years would
necessarily match or exceed the historical published earnings or earnings per share for FirstRand
Ltd or Aldermore, as appropriate.
Disclosure Requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of
relevant securities of an offeree company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the commencement of the Offer
Period and, if later, following the announcement in which any securities exchange offeror is first
identified.
An Opening Position Disclosure must contain details of the person’s interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 pm (London time) on the 10th business day following
the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (London time)
on the 10th business day following the announcement in which any securities exchange offeror is
first identified. Relevant persons who deal in the relevant securities of the offeree company or of a
securities exchange offeror prior to the deadline for making an Opening Position Disclosure must
instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more
of any class of relevant securities of the offeree company or of any securities exchange offeror must
make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or
of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person’s interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save
to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on
the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities of an offeree company or a securities
exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the
Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the Offer Period commenced and when any offeror was first
identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you
are in any doubt as to whether you are required to make an Opening Position Disclosure or a
Dealing Disclosure.
Information Relating to Aldermore Shareholders
Please be aware that addresses, electronic addresses and certain information provided by Aldermore
Shareholders, persons with information rights and other relevant persons for the receipt of
communications from Aldermore may be provided to FirstRand Offeror during the Offer Period as
required under Section 4 of Appendix 4 of the Takeover Code.
Publication on Website(s) and availability of Hard Copies
A copy of this announcement will be available free of charge (subject to any applicable restrictions
with respect to persons resident in Restricted Jurisdictions) on Aldermore’s and FirstRand Ltd’s
website (http://www.investors.aldermore.co.uk and https://www.firstrand.co.za respectively) by no
later than 12 noon on 7 November 2017.
Neither the contents of these websites nor the content of any other website accessible from hyperlinks
on such websites is incorporated into, or forms part of, this announcement.
You may request a hard copy of this announcement (and any information incorporated by reference
in this announcement), free of charge, by contacting Aldermore's Registrars, Equiniti, during
business hours on 0371 384 2220 (from within the UK) or on +44 121 415 0140 (if calling from
outside the UK) or by submitting a request in writing to Equiniti at Aspect House, Spencer Road,
Lancing, West Sussex BN99 6DA. Calls are charged at the standard geographic rate and will vary
by provider. Calls outside the United Kingdom will be charged at the applicable international rate.
Lines will be open between 9.00 am to 5.00 pm, Monday to Friday excluding public holidays in
England and Wales. If you have received a copy of this announcement in electronic form or via a
website notification, a hard copy of this announcement and any such information incorporated by
reference in it will not be sent to you unless you have made such a request. You may also request
that all future documents, announcements and information to be sent to you in relation to the Offer
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.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
6 November 2017
RECOMMENDED CASH OFFER
for
Aldermore Group PLC ("Aldermore")
by
FirstRand International Limited, a wholly-owned subsidiary of FirstRand Limited
("FirstRand Offeror")
to be effected by way of scheme of arrangement
under Part 26 of the Companies Act 2006
1. Introduction
Further to the announcements by FirstRand Ltd and Aldermore on 13 October 2017, the boards of
FirstRand Offeror, a wholly-owned subsidiary of FirstRand Ltd, and Aldermore are pleased to
announce that they have reached agreement on the terms of a recommended cash offer pursuant to
which FirstRand Offeror shall acquire the entire issued and to be issued ordinary share capital of
Aldermore. The Offer is to be effected by means of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act.
2. The Offer
Under the terms of the Offer, which will be subject to the Conditions and further terms set out below
and in Appendix I to this announcement, and to be set out in the Scheme Document, Aldermore
Shareholders will be entitled to receive:
for each Ordinary Share 313 pence in cash
The Offer values the entire issued and to be issued ordinary share capital of Aldermore at
approximately £1.1 billion and represents a premium of approximately:
- 22 per cent. to the Closing Price per Ordinary Share of 256 pence on 12 October
2017 (being the last Business Day prior to the commencement of the Offer Period);
- 38 per cent. to the 3 month volume weighted average Closing Price per Ordinary
Share of 227 pence for the 3 month period ended 12 October 2017 (being the last
Business Day prior to the commencement of the Offer Period); and
- 35 per cent. to the 6 month volume weighted average Closing Price per Ordinary
Share of 232 pence for the 6 month period ended 12 October 2017 (being the last
Business Day prior to the commencement of the Offer Period).
The Offer also implies a multiple of 1.8 times Aldermore's reported Net Tangible Book Value of
£607.1m as at 30 September 2017.
If any dividend or other distribution or return of capital is proposed, declared, made, paid or becomes
payable by Aldermore in respect of the Ordinary Shares on or after the date of this announcement
and prior to the Effective Date, FirstRand Offeror will have the right to reduce the value of the
consideration payable for each Ordinary Share by up to the amount per Ordinary Share of such
dividend, distribution or return of value. If any such dividend, distribution or return of value is paid
or made after the date of this announcement and FirstRand Offeror exercises its rights described
above, any reference in this announcement to the consideration payable under the Scheme shall be
deemed to be a reference to the consideration as so reduced. Any exercise by FirstRand Offeror of
its rights referred to in this paragraph shall be the subject of an announcement and shall not be
regarded as constituting any revision or variation of the terms of the Scheme. Any payments made
in cash or by way of the delivery of Ordinary Shares on the vesting of awards under the Aldermore
Share Plans that are calculated by reference to dividends accrued in respect of those underlying
vested Ordinary Shares are not to be construed as a dividend, distribution or return of capital for
these purposes.
It is expected that the Scheme Document will be published as soon as practicable and, in any event,
on or before 4 December 2017. Further details regarding the Court Meeting and the General Meeting
to be held will be included in the Scheme Document.
3. Recommendation
The Aldermore Directors, who have been so advised by J.P. Morgan Cazenove, RBC Capital
Markets and Lazard & Co., Limited as to the financial terms of the Offer, consider the terms of the
Offer to be fair and reasonable. In providing advice to the Aldermore Directors, J.P. Morgan
Cazenove, RBC Capital Markets and Lazard & Co., Limited have taken into account the commercial
assessments of the Aldermore Directors. In addition, the Aldermore Directors consider the terms of
the Offer to be in the best interests of the Aldermore Shareholders as a whole.
Accordingly, the Aldermore Directors intend to recommend unanimously that Aldermore
Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed
at the General Meeting as all Aldermore Directors holding Ordinary Shares have irrevocably
undertaken to do so in respect of their own Ordinary Shares, being a total of 3,860,132 Ordinary
Shares, (representing, in aggregate, approximately 1.1 per cent. of the ordinary share capital of
Aldermore in issue on 3 November 2017 (being the latest practicable date prior to this
announcement)).
4. Background to and reasons for the recommendation
In 2009, Aldermore was founded as a multi-product specialist lender, with a focus on providing
straightforward lending and savings products to SMEs, homeowners, landlords and individuals.
Since its inception, Aldermore has enjoyed significant growth such that, by 30 September 2017, it
had total loans outstanding of £8.4 billion and almost 1,000 employees serving over 230,000
customers.
Following its IPO in March 2015, Aldermore has continuously executed against its key strategic
objectives and financial targets demonstrating balanced organic growth within a consistent, robust
approach to risk management. This growth, in combination with its efficient operating model, has
enabled Aldermore to deliver strong and growing profitability, such that it has achieved a CET1
Ratio above 12 per cent. as at 30 September 2017.
The Aldermore Directors remain highly confident that the ongoing, successful execution of its
strategy will provide long-term growth and create significant value for shareholders. However, from
a financial perspective, the Aldermore Directors believe the Offer reflects an attractive valuation for
Aldermore.
At 313 pence per Ordinary Share, the Offer for Aldermore represents a premium of 38 per cent. to
the 3 month volume weighted average Closing Price per Ordinary Share of 227 pence; equating to
a valuation multiple of 1.8 times Aldermore's reported Net Tangible Book Value of £607.1m as at
30 September 2017. It also represents a total return to investors since its IPO of 63 per cent. At this
level, the Board of Aldermore believes that the Offer will provide Aldermore shareholders with the
opportunity to receive an immediate and certain value in cash that would otherwise be unlocked over
time as Aldermore executes its strategy and realises its longer term growth prospects, whilst taking
into account the inherent risks, which include an uncertain macro-economic and regulatory
environment.
The Aldermore Directors believe that under the FirstRand Group's ownership, Aldermore would be
able to accelerate the delivery of its strategy and further enhance its growth profile through product
diversification and, in the longer term, access to the FirstRand Group’s transactional banking and
other capabilities. Aldermore is also aware of the FirstRand Group’s track record of successfully
integrating entrepreneurial businesses and it therefore believes there is a strong strategic and cultural
fit with the FirstRand Group for its customers, colleagues and wider stakeholders.
5. Background to and reasons for the Offer
FirstRand Offeror is a wholly-owned subsidiary of FirstRand Investment Holdings Limited, which
in turn is a wholly-owned subsidiary of FirstRand Ltd. FirstRand Ltd is South Africa’s largest
financial services institution by market capitalisation (£15.8 billion at 3 November 2017). Founded
almost 20 years ago, the FirstRand Group’s track record of superior shareholder value creation
relative to peers has been achieved through a combination of organic growth, acquisitions and
creating completely new businesses on the back of innovation and disruptive strategies. FirstRand
believes in empowering its people and fosters a strong entrepreneurial culture.
The FirstRand Group’s strategy is to protect and build value by achieving a more diversified revenue
profile from its segments, products and geographies. In the UK the FirstRand Group owns
MotoNovo, one of the leading providers of motor finance for second hand vehicles in the country.
Currently 96 per cent. of total group earnings is generated in South Africa, the rest of Africa and
India, with 4 per cent. generated from MotoNovo in the UK.
FirstRand recognises that MotoNovo is currently undiversified from a product and market
perspective and the acquisition of Aldermore will accelerate this diversification process using the
strength of Aldermore’s position in the SME, Mortgage and Savings markets. MotoNovo, which
has built meaningful market share in financing second hand vehicles and is organically building a
more diversified product set, including personal loans and insurance, will be integrated within
Aldermore.
The FirstRand Group will work closely with Aldermore’s management team to identify growth
opportunities that Aldermore can explore under the FirstRand Group’s ownership. The FirstRand
Group already sees the potential to broaden the business model of the combined platform with a
niche transactional offering particularly in the UK SME customer segment. The FirstRand Group
has a market leading transactional franchise in South Africa and believes some of the innovation
used in creating that franchise can be exported to the UK market in a potentially disruptive way.
The FirstRand Group also believes further UK growth can be unlocked through (a) cross-selling the
current product offerings across the MotoNovo and Aldermore customer bases and (b) in the longer
term, developing further financial services offerings.
The FirstRand Group has consistently funded MotoNovo through a combination of UK
securitisations, warehouse facilities and the FirstRand Group’s South African balance sheet. Once
integrated into Aldermore, MotoNovo will be supported by Aldermore's funding platform which is
only utilised for the UK lending books. All new business will be funded through further scaling
Aldermore’s deposit and funding platform and MotoNovo’s back books which are currently in the
FirstRand Group’s London branch and which will continue to be funded through existing funding
mechanisms, will be run down over time.
This is, in the FirstRand Group’s view, a more sustainable funding model for MotoNovo and has the
added benefit of freeing up funding and liquidity capacity on its domestic balance sheet, previously
utilised for MotoNovo, which can now be deployed into the FirstRand Group’s South African and
rest of Africa growth strategies.
The FirstRand Group also believes it can add value to the larger Aldermore business through capital
and funding strategies to optimise asset mix, profitability and return profile
- Aldermore and MotoNovo are both highly profitable businesses delivering returns above
FirstRand Group hurdles and FirstRand believes it can unlock further value from the
combined platform in the short to medium term through applying its proven practices in
financial resource management. The FirstRand Group defines financial resource
management as capital, funding, liquidity and risk capacity and its approach is a recognised
key differentiator and a significant contributor to its outperformance relative to peers. The
FirstRand Group will introduce the following frameworks to the new combined entity:
- its risk/return framework and capital management strategy, which has enabled the
FirstRand Group to optimise its balance sheet and asset mix. This approach has
underpinned the FirstRand Group’s structurally higher return on assets;
- its financial resource pricing methodology, which results in appropriate pricing for
the risk characteristics of its lending activities and rewarding deposits appropriately.
This methodology has also enhanced the FirstRand Group’s return; and
- its performance management framework, which is anchored to meeting cost of
equity hurdles and measures economic profit. This framework, which aligns
management to shareholder returns, is a key contributor to the FirstRand Group’s
structurally higher return on equity.
6. Management, employees and locations of business
The FirstRand Group recognises that the existing board, management team and other employees of
Aldermore have a deep understanding of the business environment within which Aldermore operates
and have garnered industry-wide respect and recognition. Given this track record, and given the
FirstRand Group’s philosophy of empowering management teams, the FirstRand Group expects the
board, to which FirstRand intends, subject to regulatory approval, to appoint two members, and
management of Aldermore will continue to manage Aldermore following the Scheme becoming
effective, with strategic input from the FirstRand Group where required.
Following the Scheme becoming effective, the FirstRand Group’s current UK retail and
business/SME operations will be integrated into Aldermore to form a separate pillar in the FirstRand
Group and will be managed as such, with a suitably independent board, management and governance
structures. Phillip Monks, Aldermore’s CEO, will lead the new combined UK business.
As part of such integration the FirstRand Group will undertake an assessment as to how to maximise
the benefits that the Acquisition will bring and the FirstRand Ltd board is confident that the
integration can be achieved without significant disruption to either business. There is no intention to
redeploy any of the fixed assets of Aldermore or change the employer contributions into Aldermore's
pension schemes or the manner in which new members are admitted to the schemes. FirstRand has
no plans in respect of Aldermore’s business locations but as part of the integration of the Motonovo
and Aldermore businesses will consider the most appropriate location for the headquarters of the
combined FirstRand and Aldermore UK business.
Whilst FirstRand does not anticipate redundancies and cost reduction is not a key part of the rationale
for the Acquisition, the FirstRand Group will have to consider the impact of integrating the
MotoNovo business into Aldermore. This could involve some limited headcount reduction.
FirstRand has given assurances to Aldermore that the existing employment and pension rights of the
Aldermore employees will be fully safeguarded following completion of the Acquisition.
7. Irrevocable undertakings
In addition to the irrevocable undertakings received from Aldermore Directors referred to in
paragraph 3 above, FirstRand Offeror has received irrevocable undertakings from funds advised by
AnaCap Financial Partners to vote in favour of the Scheme at the Court Meeting and the resolutions
to be proposed at the General Meeting, in respect of a total of 86,685,988 Ordinary Shares,
representing approximately 25.1 per cent. of the ordinary share capital of Aldermore in issue on 3
November 2017 (being the latest practicable date prior to this announcement).
FirstRand Offeror has therefore received irrevocable undertakings in respect of a total of 90,546,120
Ordinary Shares, representing approximately 26.3 per cent. of the ordinary share capital of
Aldermore in issue on 3 November 2017 (being the latest practicable date prior to this
announcement).
Further details of these irrevocable undertakings are set out in Appendix III to this announcement.
8. Information on FirstRand Offeror and the FirstRand Group
FirstRand Offeror is a wholly-owned subsidiary of FirstRand Investment Holdings Limited, which
in turn is a wholly-owned subsidiary of FirstRand Ltd. Listed on the Johannesburg Stock Exchange
(JSE) and the Namibian Stock Exchange (NSX), FirstRand Ltd is the largest financial institution in
Africa by market capitalisation (£15.8 billion at 3 November 2017). In addition to South Africa, the
FirstRand Group operates in the United Kingdom, sub-Saharan Africa and India.
The FirstRand Group’s track record of superior returns to shareholders has been achieved through a
combination of organic growth, acquisitions, innovation and the creation of completely new
businesses. It executes its strategy through a portfolio of separately branded operating franchises
comprising First National Bank, Rand Merchant Bank, WesBank and Ashburton Investments which
provide transactional, lending, savings, investment and insurance products and services.
In the UK, the FirstRand Group operates a London branch that oversees the FirstRand Group’s
international financial resource management activities and houses the MotoNovo business. As at 30
June 2017, MotoNovo had a loan book of approximately £3.2 billion and profit before tax of
approximately £69m for the year ending on that date. In addition, FNB recently opened a retail
transactional banking branch in Guernsey. This successful venture has already managed to gain
3,383 clients (of which 43 per cent. have current accounts) and had deposits of approximately £215m
as at 30 June 2017.
9. Information on Aldermore
Aldermore is listed on the Main Market of the London Stock Exchange and is a constituent of the
FTSE 250 leading share index. Aldermore has total assets of £9.6 billion (at 30 September 2017).
Aldermore was founded in 2009 by funds advised by AnaCap Financial Partners to address the
institutionalised weaknesses in service and culture among the UK’s large banks. Since then it has
sought to challenge the status quo, empowering more people across Britain to seek and seize
opportunities in their professional and personal lives by providing “banking as it should be”.
Aldermore provides award-winning asset finance, invoice finance, mortgage and deposit products
to SMEs, homeowners, landlords and savers and its customer-driven strategy has contributed to its
successful positioning as one of the UK’s leading specialist banks. Aldermore has achieved total
lending of £8.4 billion as at 30 September 2017, with almost 1,000 employees serving over 230,000
customers.
10. Q3 2017 Interim Management Statement
Aldermore has also separately released its Q3 2017 Interim Management Statement today. Key
highlights include:
- Continued strong customer driven growth, with £2.4 billion of new lending, delivered within
a consistent risk appetite, taking net lending to £8.4 billion.
- Continued strong capital generation with CET1 Ratio now above 12 per cent.
- Further progress in Aldermore's stated strategic priorities:
- Completed investment in AFS, a leading asset and commercial finance introducer.
- Awarded “Business Finance Champion” and “SME Champion” at the LeasingWorld
Awards.
- Continuing traction in Aldermore's Mortgages retention strategy.
- Remaining securely managed, with robust credit performance and cost of risk below
Aldermore's medium-term expectations of 25 – 35bps.
11. Aldermore Share Plans
Aldermore operates the Aldermore Share Plans to reward and retain its employees. The Aldermore
Share Plans provide benefits to Aldermore employees in the form of awards and options over
Aldermore Shares. Aldermore and FirstRand value the Aldermore employees and wish to secure
their continued involvement in the Aldermore Group. Aldermore and FirstRand have therefore
agreed to the following arrangement, subject to such variation as is necessary to comply with
applicable laws and regulation in the UK and elsewhere.
Treatment of existing awards
Unvested award and options under the Aldermore Share Plans will generally vest and become
exercisable in connection with the Offer.
Awards under the Aldermore Performance Share Plan will vest subject to the satisfaction of the
applicable performance conditions (as determined by the Aldermore remuneration committee). In
addition, awards under the Aldermore Performance Share Plan and the Aldermore Restricted Share
Plan will be reduced on a pro-rated basis to reflect the early vesting ("time pro-rating"). The part
of the awards which is reduced due to time pro-rating will be rolled into a cash award ("transition
award"), see below.
Unvested pre-IPO awards granted under the Aldermore Share Performance Share Plan and an
outstanding buy-out award will vest in full in accordance with their terms.
Shares granted to participants in the Aldermore Share Incentive Plan will be subject to the Scheme
and the proceeds of sale will be released to participants in accordance with the rules of the plan.
Options granted under the Aldermore Sharesave Plan will become exercisable on the date the Court
sanctions the Scheme to the extent of the participants’ savings at the time of exercise and will lapse
six months after becoming exercisable. Participants will receive a cash amount, on a grossed-up
basis, to compensate them for the loss of value as a result of exercising their 2015 and 2016
Sharesave options prior to their normal maturity date.
All Aldermore Shares issued to satisfy the vesting of awards or the exercise of options granted
pursuant to the Aldermore Share Plans on or before the Scheme Record Time will be Scheme Shares
subject to the terms of the Scheme. As the Scheme will not extend to Aldermore Shares issued after
the Scheme Record Time, it is proposed the Aldermore articles of association will be amended such
that any Aldermore Share issued after the Scheme Record Time will be automatically transferred to
FirstRand in consideration of the payment to the holder of 313 pence per Aldermore Share so
transferred.
Details of the effect of the Scheme on outstanding awards and options granted pursuant to the
Aldermore Share Plans will be set out in full in separate letters to participants which will be sent
once the Scheme Document has been posted.
Transition awards
For retention purposes, the difference between the value of a vested award subject to time pro-rating
under the Aldermore Performance Share Plan and the Aldermore Restricted Share Plan and the value
without time pro-rating will be rolled into a transition award which will be payable in cash in
accordance with the vesting schedule applicable to the original award. The transition award will be
subject to the participant’s continued employment on the applicable vesting date.
J.P. Morgan Cazenove, RBC Capital Markets and Lazard & Co., Limited are of the opinion that the
transition awards, as described above, are fair and reasonable.
12. AT1 Securities
Pursuant to the terms and conditions of the AT1 Securities, if the CET1 Ratio of the Aldermore AT1
Group falls below 7% prior to the Scheme becoming effective Aldermore will be required to convert
the AT1 Securities into Ordinary Shares. Based on the current conversion price this would result in
the issue of 52,631,578 Ordinary Shares representing approximately 15.3% of the current issued
share capital of Aldermore or 13.2% of the share capital of Aldermore as enlarged by such issue.
The Offer is conditional on a Trigger Event not having occurred prior to the Court sanctioning the
Scheme. In the event such a Trigger Event does occur and FirstRand Offeror either waives such
condition or is not entitled pursuant to the Takeover Code to invoke such condition, then the Ordinary
Shares which would be issued on conversion would be subject to the Scheme.
However, in the event that the Scheme becomes effective prior to any Trigger Event occurring then
the provisions of the AT1 Securities relating to such conversion will cease to apply and instead, if
there was a subsequent Trigger Event, the AT1 Securities would be written down to zero and the
debt owed by Aldermore extinguished.
13. Financing
The consideration payable under the Offer will be funded from the FirstRand Group's existing cash
resources.
To finance the Acquisition, on the date of this announcement FirstRand Offeror (as borrower)
entered into the Intra-Group Loan Agreement with FirstRand Bank Limited (as lender). Under the
Intra-Group Loan Agreement, FirstRand Bank Limited has agreed to provide FirstRand Offeror with
a loan facility of an aggregate principal amount of up to £1,300,000,000 (or such higher amount as
may be agreed by the parties from time to time). Interest shall accrue on the amount outstanding
under the Intra-Group Loan Agreement from day to day at 1 month LIBOR plus 75 basis points (or
such other rate as may be agreed between the parties from time to time). Amounts outstanding under
the Intra-Group Loan Agreement shall be repaid on FirstRand Bank Limited's demand, which may
only be served after the earlier of: (i) the date falling 364 days after the date of announcement of the
Scheme or, if later, the long stop date for the Scheme; (ii) the date on which the Scheme or Takeover
Offer lapses, fails or is withdrawn; (iii) the date 14 days following the date on which the Scheme
becomes Effective; (iv) the date 14 days following the later of the date on which the Takeover Offer
is duly closed for further acceptances and (where applicable) the date of completion of the
compulsory acquisition procedure under Part 28, Chapter 3 of the Act; and (v) the date on which the
principal amount under the Intra-Group Loan Agreement has been advanced in full. The Intra-Group
Loan Agreement contains customary events of default for a facility of this nature.
Credit Suisse International, financial adviser to FirstRand Offeror and FirstRand Ltd, is satisfied that
sufficient resources are available to FirstRand Offeror to satisfy in full the cash consideration
payable to Aldermore Shareholders under the terms of the Offer.
14. Impact on FirstRand Group capital
In accordance with IFRS 3, all identifiable assets acquired and liabilities assumed will be attributed
against the total consideration of £1.1 billion. This may result in an amount of goodwill that differs
from the difference between the total consideration of £1.1 billion and Aldermore’s net asset value
at the Effective Date. Any remaining goodwill arising from the transaction will effectively result in
an impairment against the FirstRand Group’s capital for purposes of determining capital adequacy.
The net of identifiable assets acquired and liabilities assumed will replace the financial resources
utilised to fund the transaction and will therefore not have an impact on the capital adequacy of the
FirstRand Group.
15. Pro forma financial effects on FirstRand Ltd
The pro forma financial effects set out below have been prepared for illustrative purposes only to
show the financial effects of completion of the Acquisition on the consolidated financial results for
the financial year to and position of FirstRand Ltd as at 30 June 2017. Due to its nature, the pro
forma financial information may not fairly present FirstRand Ltd’s financial position, changes in
equity and results of operations or cash flows after completion of the Acquisition. The pro forma
financial information is not a profit forecast or a qualified financial benefits statement and has not
been reported on under Rule 28 of the Takeover Code.
The sources of information and bases for calculation of the pro forma financial effects set out below
are contained in Appendix II.
Pro forma
As reported Impact of post
acquisition acquisition
Pro forma financial effects
Normalised earnings (ZAR'm) 24 471 334 24 805
Normalised earnings per share (ZAR) 4.36 0.06 4.42
Net asset value (ZAR'm) 108 884 805 108 079
Tangible net asset value (ZAR'm) 107 198 -9 358 97 840
CET1 Ratio 14.3% -2.6% 11.7%
16. Offer-related arrangements
Confidentiality agreement
FirstRand Ltd and Aldermore entered into a confidentiality agreement dated 29 September 2017
pursuant to which each of FirstRand Ltd and Aldermore have agreed to keep confidential
information about the other party and not to disclose to third parties (other than permitted recipients)
confidential information exchanged by them unless required by law or regulation. These obligations
will remain in force until the earlier of: (i) the completion of the Offer; and (ii) the date that falls two
years from the date of the confidentiality agreement. The confidentiality agreement further includes
customary non-solicitation and standstill obligations on FirstRand Ltd.
Cooperation agreement
On the date of this announcement, FirstRand Offeror and Aldermore entered into the Cooperation
Agreement, under which FirstRand Offeror and Aldermore have agreed to cooperate and provide
each other with reasonable information, assistance and access in relation to the filings, submissions
and notifications to be made for the process of obtaining regulatory approvals and clearances
required to implement the Acquisition. FirstRand Offeror has also agreed to provide Aldermore with
reasonable information, assistance and access for the preparation of the key shareholder
documentation.
The Cooperation Agreement records the intention of FirstRand Offeror and Aldermore to implement
the Offer pursuant to the Scheme. However, FirstRand Offeror may, subject to the consent of the
Panel, elect to implement the Offer by way of a Takeover Offer if:
- Aldermore provides its consent;
- a third party announces an independent competing transaction (including a possible or firm
intention to make an offer for the entire issued share capital of Aldermore) that is
recommended by the Aldermore Directors; or
- the Aldermore Directors: (i) do not include a unanimous and unconditional recommendation
of the Scheme in the Scheme Document; or (ii) withdraw, qualify or adversely modify their
recommendation of the Scheme or intention to recommend the Scheme.
The Cooperation Agreement also contains provisions that will apply in respect of the Aldermore
Share Plans and certain other arrangements for the benefit of Aldermore's employees and the
Aldermore Directors.
The Cooperation Agreement will terminate:
- if agreed in writing between FirstRand Offeror and Aldermore;
- upon service of written notice by FirstRand Offeror to Aldermore, if: (i) any Condition
which has not been waived is (or has become) incapable of satisfaction by the Long Stop
Date; (ii) the Court refuses to sanction the Scheme; (iii) (unless otherwise agreed by
FirstRand Offeror and Aldermore) the Offer is not implemented by the Long Stop Date; (iv)
the Scheme Document or Takeover Offer document (as the case may be) does not contain a
unanimous and unconditional recommendation of the Scheme or the Takeover Offer (as
applicable); or (v) prior to the publication of the Scheme Document or Takeover Offer
document, Aldermore makes an announcement that: (a) the Aldermore Directors no longer
intend to unanimously and unconditionally recommend the Scheme or the Takeover Offer
(as applicable); (b) it will not convene the Court Meeting or the General Meeting; (c) it does
not intend to publish the Scheme Document; or (d) it recommends or intends to recommend
an independent competing transaction;
- upon service of written notice by FirstRand Offeror or Aldermore on the other if the
resolutions proposed at either or both the Court Meeting or the General Meeting are not
passed;
- if the Scheme or Takeover Offer (as applicable) is withdrawn or lapses prior to the Long
Stop Date (other than where such lapse or withdrawal: (i) is as a result of FirstRand Offeror's
election to implement the Offer by way of a Takeover Offer; or (ii) it is otherwise followed
within 5 Business Days by an announcement under Rule 2.7 of the Takeover Code made by
FirstRand Offeror or a person acting in concert with it to implement the Acquisition by a
different offer or scheme on substantially the same or improved terms;
- an independent competing transaction becomes effective, or becomes or is declared
unconditional in all respects or is completed; or
- on the date upon which: (i) the Scheme becomes effective; or (ii) the Takeover Offer
becomes or is declared unconditional in all respects.
17. Structure of the Offer
It is intended that the Offer will be effected by means of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act, although FirstRand Offeror reserves the right to elect to
implement the Offer by means of a Takeover Offer (subject to Panel consent and the terms of the
Cooperation Agreement).
The purpose of the Scheme is for FirstRand Offeror to become the holder of the entire issued and to
be issued ordinary share capital of Aldermore. Following the Scheme becoming effective, the
Scheme Shares will be transferred to FirstRand Offeror, in consideration for which Scheme
Shareholders whose names appear on the register of members of Aldermore at the Scheme Record
Time will receive 313 pence per Scheme Share in cash on the basis set out in paragraph 2 of this
announcement.
Ordinary Shares issued after the Scheme Record Time will not be subject to the Scheme.
Accordingly, it is proposed that the Aldermore articles of association be amended so that Ordinary
Shares issued after the Scheme Record Time other than to FirstRand Offeror will be automatically
acquired by FirstRand Offeror on the same terms as under the Scheme.
The Offer will be subject to the Conditions and further terms set out in Appendix I to this
announcement and to be set out in the Scheme Document. The Offer is conditional upon the Scheme
becoming unconditional and effective, subject to the Takeover Code, on or before the Long-Stop
Date or such later date (if any) as FirstRand Offeror and Aldermore may agree and the Panel and the
Court may allow. In summary, the Scheme will be conditional upon:
- the approval of a majority in number representing not less than 75 per cent. in value of the
Scheme Shareholders present and voting, in person or by proxy, at the Court Meeting and
any separate class meeting which the Court may require (or, in either case, any adjournment
thereof) and such Court Meeting being held on or before the 22nd day after the expected
date of the Court Meeting to be set out in the Scheme Document (or such later date as may
be agreed by FirstRand Offeror and Aldermore and the Court may allow);
- the resolutions required to approve and implement the Scheme as set out in the notice of the
General Meeting being duly passed by the requisite majority or majorities at the General
Meeting (or at any adjournment thereof) and such 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 (or such later date as may be agreed by FirstRand Offeror and Aldermore and the
Court may allow); and
- the sanction of the Scheme by the Court (with or without modification but subject to any
modification being on terms acceptable to Aldermore and FirstRand Offeror) and the
delivery of a copy of the Court Order to the Registrar of Companies and the Court Hearing
being held on or before the 22nd day after the expected date of such Court Hearing to be set
out in the Scheme Document (or such later date as may be agreed by FirstRand Offeror and
Aldermore and the Court may allow).
The deadlines for the timing of the Court Meeting, the General Meeting and the Court hearing to
approve the Scheme as set out above may be waived by FirstRand Offeror, and the Long-Stop Date
may be extended by agreement between Aldermore and FirstRand Offeror.
Once the necessary approvals from Aldermore Shareholders have been obtained and the other
Conditions have been satisfied or (where applicable) waived, the Scheme must be sanctioned by the
Court. The Scheme shall then become effective upon delivery of the Court Order to the Registrar of
Companies.
If the Scheme is not effective by the Long-Stop Date (or such later date (if any) as Aldermore and
FirstRand Offeror may, with the consent of the Panel, agree and (if required) the Court may allow),
the Scheme will not be implemented and the Offer will not proceed.
Upon the Scheme becoming effective, it shall be binding on all Aldermore Shareholders, irrespective
of whether or not they attended or voted at the Court Meeting or the General Meeting.
The Scheme Document will include full details of the Scheme, together with notices of the Court
Meeting and the General Meeting. It is expected that the Scheme Document and the Forms of Proxy
accompanying the Scheme Document will be published as soon as reasonably practicable and, in
any event, (save with the consent of the Panel) within 28 days of this announcement. The Scheme
Document and Forms of Proxy will be made available to all Aldermore Shareholders at no charge
to them.
18. Conditions relating to regulatory approvals and the AT1 Securities
The approval of the Prudential Regulation Authority and Financial Conduct Authority will be
required, pursuant to a notice under section 178(1) of the FSMA, for the increase or acquisition of
control of each Prudential Regulation Authority and/or Financial Conduct Authority authorised
person within the Wider Aldermore Group as a result of the Acquisition. Similarly, due to the fact
that FirstRand Ltd is a bank controlling company regulated under the South African Banks Act No.
94 of 1990, the approval of the South African Registrar of Banks will be required pursuant to section
52 of such act.
As such the Offer will be conditional, among other things, on the requisite regulatory approvals from
the Prudential Regulation Authority, Financial Conduct Authority and the South African Registrar
of Banks being obtained.
As referred to in paragraph 12, in the event that a Trigger Event occurs prior to the Court sanctioning
the Scheme this would result in the issue of 52,631,578 Ordinary Shares pursuant to the terms and
conditions of the AT1 Securities which would become subject to the Scheme. The Scheme will be
conditional on no Trigger Event having occurred.
The attention of Aldermore Shareholders is drawn to the fact that the Offer is conditional, among
other things, on: (i) the approvals of the Prudential Regulation Authority, Financial Conduct
Authority and the South African Registrar of Banks referred to in this paragraph 18 being obtained;
and (ii) a Trigger Event not having occurred in relation to the AT1 Securities.
19. Disclosure of interests in Aldermore
As at the close of business on 3 November 2017, being the last Business Day prior to the date of this
announcement, save for the irrevocable undertakings referred to in paragraph 7 above, none of
FirstRand Offeror or any FirstRand Directors or, so far as FirstRand Offeror is aware, any person
acting, or deemed to be acting, in concert with FirstRand Offeror:
- had an interest in, or right to subscribe for, relevant securities of Aldermore;
- had any short position in (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 purchase or take delivery of, relevant
securities of Aldermore;
- had procured an irrevocable commitment or letter of intent to accept the terms of the
Acquisition in respect of relevant securities of Aldermore; or
- had borrowed or lent any Aldermore Shares (including, for these purposes, any financial
collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code),
save for any borrowed shares which had been either on-lent or sold.
Furthermore, save for the irrevocable undertakings described in paragraph 7 above, no arrangement
exists between FirstRand Offeror or Aldermore or a person acting in concert with FirstRand Offeror
or Aldermore in relation to Aldermore Shares. For these purposes, an "arrangement" includes any
indemnity or option arrangement, any agreement or any understanding, formal or informal, of
whatever nature, relating to Aldermore Shares which may be an inducement to deal or refrain from
dealing in such securities.
20. Delisting
Prior to the Scheme becoming effective, Aldermore will apply to the UK Listing Authority and the
London Stock Exchange for the cancellation of the listing of the Ordinary Shares on the Official List
and the trading of the Ordinary Shares on the premium segment of the Main Market of the London
Stock Exchange in each case to take effect on and from or shortly after the Effective Date. The last
day of dealings in Aldermore Shares on the Main Market of the London Stock Exchange is expected
to be the Business Day immediately prior to the Effective Date and no transfers shall be registered
after 6.00 pm on that date.
On the Effective Date, share certificates in respect of Ordinary Shares will cease to be valid and
entitlements to Ordinary Shares held within the CREST system will be cancelled or transferred.
21. General
FirstRand Offeror reserves the right to elect, with the consent of the Panel and subject to the terms
of the Cooperation Agreement, to implement the Offer by way of a Takeover Offer. In such event,
the Offer will be implemented on substantially the same terms, subject to appropriate amendments,
so far as applicable, as those which would apply to the Scheme, including (without limitation) an
acceptance condition set at 75 per cent of the shares to which such offer relates (or such less
percentage, being more than 50 per cent of the Aldermore shares carrying voting rights, as FirstRand
Offeror may decide).
Credit Suisse International, Rand Merchant Bank, J.P. Morgan Cazenove, RBC Capital Markets and
Lazard & Co., Limited 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.
22. Documents published on websites
Copies of the following documents will be made available on Aldermore’s and FirstRand Ltd’s
website at http://www.investors.aldermore.co.uk and https://www.firstrand.co.za respectively by no
later than 12 noon on 7 November 2017 until the end of the Offer:
- this announcement;
- the irrevocable undertakings referred to in paragraph 7 above (further details of which are
set out in Appendix III);
- the confidentiality agreement referred to in paragraph 16 above;
- the Cooperation Agreement; and
- the Intra-Group Loan Agreement.
Neither the contents of Aldermore’s and FirstRand Ltd’s websites, nor the content of any other
website accessible from hyperlinks on either such website, is incorporated into or forms part of, this
announcement.
Enquiries:
FirstRand Tel: +27 (0) 11 282 1341
Sam Moss, Head of Investor Relations
Credit Suisse International, financial adviser to FirstRand Tel: +44 (0) 20 7888 8888
Offeror and FirstRand Ltd
George Maddison / William Nourse / Joe Hannon / Gaurav
Parkash
Rand Merchant Bank, JSE sponsor and financial adviser to Tel: +27 (0) 11 282 8000
FirstRand Offeror and FirstRand Ltd
Leon von Moltke / Dinesh Fakir
Teneo Blue Rubicon, public relations adviser to FirstRand Tel: +44 (0)20 7420 3195
Offeror and FirstRand Ltd
Anthony Silverman
Aldermore
Martin Adams, Director of Investor Relations Tel: +44 (0) 20 8185 3108
Holly Marshall, Director of Corporate Affairs Tel: +44 (0) 20 3553 4218
J.P. Morgan Cazenove, Lead Financial Adviser to Aldermore Tel: +44 (0) 20 7742 4000
Laurence Hollingworth / Mike Collar / James Robinson
RBC Capital Markets, Lead Financial Adviser to Aldermore Tel: +44 (0) 20 7653 4000
Oliver Hearsey / Kevin Smith / Daniel Werchola
Lazard & Co., Limited, Financial Adviser to Aldermore Tel: +44 (0) 20 7187 2000
William Rucker / Nick Millar / Mike Young
Lansons, public relations adviser to Aldermore Tel: +44 (0)7860 101715
Tom Baldock
IMPORTANT NOTICES
Credit Suisse International which is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK is
acting as financial adviser exclusively for FirstRand Offeror and FirstRand Ltd and no one else in
connection with the matters set out in this announcement. In connection with such matters, Credit
Suisse International will not regard any other person as their client, nor will they be responsible to
anyone other than FirstRand Offeror and FirstRand Ltd for providing the protections afforded to
clients of Credit Suisse International or for providing advice in relation to the contents of this
announcement or any other matter referred to herein. Neither Credit Suisse International nor any of
its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility
whatsoever (whether direct, indirect, consequential, 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.
Rand Merchant Bank, which is authorised by the South African Registrar of Banks, is acting
exclusively as financial adviser for FirstRand Offeror and FirstRand Ltd and no one else in
connection with the matters set out in this announcement. In connection with such matters, Rand
Merchant Bank will not regard any other person as their client, nor will they be responsible to
anyone other than FirstRand Offeror and FirstRand Ltd for providing the protections afforded to
clients of Rand Merchant Bank or for providing advice in relation to the contents of this
announcement or any other matter referred to herein.
J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove,
is authorised and regulated by the Financial Conduct Authority in the United Kingdom. J.P. Morgan
Cazenove is acting exclusively as financial adviser to Aldermore and no one else in connection with
the matters set out in this announcement and will not regard any other person as its client in relation
to the matters set out in this announcement and will not be responsible to anyone other than
Aldermore for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates,
or for providing advice in relation to the contents of this announcement or any other matter referred
to herein.
RBC Europe Limited (trading as RBC Capital Markets), which is authorised in the United Kingdom
by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom, is acting solely for Aldermore and no one
else in connection with the matters set out or referred to in this announcement and will not regard
any other person as its client in relation to the matters in this announcement. RBC Capital Markets
will not be responsible to anyone other than Aldermore for providing the protections afforded to
clients of RBC Capital Markets, or for providing advice in connection with the matters referred to
herein.
Lazard & Co., Limited, which is authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting as financial adviser to Aldermore and no one else in connection with
the matters referred to in this announcement and will not be responsible to anyone other than
Aldermore for providing the protections afforded to clients of Lazard & Co., Limited nor for
providing advice in relation to the matters referred to in this announcement. Neither Lazard & Co.,
Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person
who is not a client of Lazard & Co., Limited in connection with this announcement, any statement
contained herein or otherwise.
This announcement is for information purposes only and is not intended to, and does not constitute,
or form part of any offer, invitation, inducement or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities or
the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The
Offer will be made solely through the Scheme Document and the accompanying Forms of Proxy (or
by any other document by which the Offer is made), which will together contain the full terms and
conditions of the Offer, including details of how to vote in favour of or accept the Offer. Any decision
in respect of, or other response to, the Offer should be made only on the basis of the information
contained in the Scheme Document or any document by which the Offer is made.
Overseas Shareholders
The availability of the Offer to Overseas Shareholders and the distribution of this announcement in,
into or from jurisdictions other than the United Kingdom may be restricted by the laws of those
jurisdictions and therefore persons into whose possession this announcement comes should inform
themselves of, and observe, any such restrictions.
The Offer relates to shares of a United Kingdom company and is proposed to be effected by means
of a scheme of arrangement under the laws of England and Wales. A transaction effected by means
of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the
US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and
practices applicable in the United Kingdom to schemes of arrangement, which differ from the
requirements of the US proxy solicitation and tender offer rules or the laws of other jurisdictions
outside the United Kingdom.
FirstRand Offeror reserves the right to elect, with the consent of the Panel and subject to the terms
of the Cooperation Agreement, to implement the Acquisition by way of a Takeover Offer. In such
event, the Takeover Offer will be made in compliance with all applicable laws and regulations,
including the United States tender offer rules, to the extent applicable. Such takeover would be made
in the United States by FirstRand Offeror and no one else. In addition to any such Takeover Offer,
FirstRand Offeror, certain affiliated companies and the nominees or brokers (acting as agents) may
make certain purchases of, or arrangements to purchase, Ordinary Shares outside such Takeover
Offer during the period in which such Takeover Offer would remain open for acceptance. If such
purchases or arrangements to purchase were to be made, they would be made outside the United
States and would comply with applicable law, including the US Exchange Act.
Unless otherwise determined by FirstRand Offeror or required by the Takeover Code, and permitted
by applicable law and regulation, the Offer shall not be made available, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction.
Accordingly, any person (including without limitation, nominees, trustees and custodians) who
would, or otherwise intends to, forward this announcement, the Scheme Document or any
accompanying document to any jurisdiction outside the United Kingdom should refrain from doing
so and seek appropriate professional advice before taking any action. If any Overseas Shareholder
remains in any doubt, it should consult an appropriate independent professional adviser in its
relevant jurisdiction without delay. In particular, the ability of persons who are not resident in the
United Kingdom to vote their Ordinary Shares at the Court Meeting or the General Meeting or to
execute and deliver Forms of Proxy appointing another to vote their Ordinary Shares in respect of
the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant
jurisdiction in which they are located.
Failure to comply with any such restrictions may constitute a violation of the securities laws of any
such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons
involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by
any person. This document has been prepared for the purposes of complying with the law of England
and Wales and the Takeover Code and the information disclosed may not be the same as that which
would have been disclosed if this document and the accompanying documents had been prepared in
accordance with the laws of jurisdictions outside of England and Wales.
This announcement is not intended to, and does not, constitute or form part of any offer or invitation
to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval pursuant to the Scheme or otherwise, in any jurisdiction in which
such offer, invitation or solicitation is unlawful.
The settlement of the Offer consideration will be subject to South African Exchange Control
Regulations, 1961. Shareholders who are South African residents or who are otherwise subject to
the South African Exchange Control Regulations must satisfy themselves as to the full observance
of such regulations. Any Shareholder that is in any doubt about the impact of the South African
Exchange Control Regulations he should consult an appropriate professional adviser without delay.
Purchases
In accordance with normal UK practice and subject to the provisions of the Takeover Code,
FirstRand Offeror or its nominees, or its brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase Ordinary Shares, other than pursuant to the Offer,
until the date on which the Scheme (or Offer, if applicable) 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 and will be reported to a Regulatory Information Service.
Forward-Looking Statements
This announcement contains statements about the FirstRand Group and Aldermore that are or may
be forward-looking statements which are prospective in nature. All statements other than statements
of historical facts may be forward-looking statements. Often, but not always, forward-looking
statements can be identified by the use of forward-looking words such as "targets", "plans", believes",
"expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost-saving",
"projects", "goal"or "strategy" or, words or terms of similar substance or the negative thereof. 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 the FirstRand Group’s or Aldermore’s operations and potential synergies
resulting from the Offer; and (iii) the effects of government regulation on the FirstRand Group’s or
Aldermore’s business.
These forward-looking statements are not guarantees of future performance. Such forward-looking
statements involve known and unknown risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. Many factors could cause actual results
to differ materially from those projected or implied in any forward-looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date of this announcement. All subsequent oral or written
forward-looking statements attributable to the FirstRand Group or Aldermore or any of their
respective members, directors, officers or employees or any persons acting on their behalf are
expressly qualified in their entirety by the cautionary statement above. The FirstRand Group and
Aldermore disclaim any obligation to update any forward-looking or other statements contained in
this announcement, except as required by applicable law.
No Profit Forecasts or Estimates
No statement in this announcement is intended as a profit forecast or estimate for any period and no
statement in this announcement should be interpreted to mean that earnings or earnings per share
for FirstRand Ltd or Aldermore, as appropriate, for the current or future financial years would
necessarily match or exceed the historical published earnings or earnings per share for FirstRand
Ltd or Aldermore, as appropriate.
Disclosure Requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of
relevant securities of an offeree company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the commencement of the Offer
Period and, if later, following the announcement in which any securities exchange offeror is first
identified.
An Opening Position Disclosure must contain details of the person’s interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 pm (London time) on the 10th business day following
the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (London time)
on the 10th business day following the announcement in which any securities exchange offeror is
first identified. Relevant persons who deal in the relevant securities of the offeree company or of a
securities exchange offeror prior to the deadline for making an Opening Position Disclosure must
instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more
of any class of relevant securities of the offeree company or of any securities exchange offeror must
make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or
of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person’s interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save
to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on
the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities of an offeree company or a securities
exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the
Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the Offer Period commenced and when any offeror was first
identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you
are in any doubt as to whether you are required to make an Opening Position Disclosure or a
Dealing Disclosure.
Information Relating to Aldermore Shareholders
Please be aware that addresses, electronic addresses and certain information provided by Aldermore
Shareholders, persons with information rights and other relevant persons for the receipt of
communications from Aldermore may be provided to FirstRand Offeror during the Offer Period as
required under Section 4 of Appendix 4 of the Takeover Code.
Publication on Website(s) and availability of Hard Copies
A copy of this announcement will be available free of charge (subject to any applicable restrictions
with respect to persons resident in Restricted Jurisdictions) on Aldermore’s and FirstRand Ltd’s
website (http://www.investors.aldermore.co.uk and https://www.firstrand.co.za respectively) by no
later than 12 noon on 7 November 2017.
Neither the contents of these websites nor the content of any other website accessible from hyperlinks
on such websites is incorporated into, or forms part of, this announcement.
You may request a hard copy of this announcement (and any information incorporated by reference
in this announcement), free of charge, by contacting Aldermore's Registrars, Equiniti, during
business hours on 0371 384 2220 (from within the UK) or on +44 121 415 0140 (if calling from
outside the UK) or by submitting a request in writing to Equiniti at Aspect House, Spencer Road,
Lancing, West Sussex BN99 6DA. Calls are charged at the standard geographic rate and will vary
by provider. Calls outside the United Kingdom will be charged at the applicable international rate.
Lines will be open between 9.00 am to 5.00 pm, Monday to Friday excluding public holidays in
England and Wales. If you have received a copy of this announcement in electronic form or via a
website notification, a hard copy of this announcement and any such information incorporated by
reference in it will not be sent to you unless you have made such a request. You may also request
that all future documents, announcements and information to be sent to you in relation to the Offer
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.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE OFFER AND THE SCHEME
Part A: Conditions of the Offer and the Scheme
1. The Offer will be conditional upon the Scheme becoming unconditional and effective,
subject to the Takeover Code, on or before the Long-Stop Date or such later date (if any) as
FirstRand Offeror and Aldermore may, with the consent of the Panel, agree and (if required)
the Court may approve.
2. The Scheme will be subject to the following conditions:
2.1 its approval by a majority in number representing not less than 75 per cent in value of the
Scheme Shareholders present and voting, in person or by proxy, at the Court Meeting and
at any separate class meeting which the Court may require (or, in either case, any
adjournment thereof) and such Court Meeting being held on or before the 22nd day after the
expected date of the Court Meeting to be set out in the Scheme Document (or such later date
as may be agreed by FirstRand Offeror and Aldermore and the Court may allow);
2.2 the resolutions required to approve and implement the Scheme to be set out in the notice of
General Meeting being duly passed by Aldermore Shareholders by the requisite majority or
majorities at the General Meeting (or any adjournment thereof) and such 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 (or such later date as may be agreed by FirstRand Offeror
and Aldermore and the Court may allow); and
2.3 the sanction of the Scheme by the Court (with or without modification but subject to any
modification being on terms acceptable to Aldermore and FirstRand Offeror) and the
delivery of a copy of the Court Order to the Registrar of Companies and the Court Hearing
being held on or before the 22nd day after the expected date of such Court Hearing to be set
out in the Scheme Document (or such later date as may be agreed by FirstRand Offeror and
Aldermore and the Court may allow).
3. Subject to the statements in Part B below and to the requirements of the Panel, the Offer
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 (as amended
if appropriate) have been satisfied or, where relevant, waived:
AT1 Securities
3.1 a Trigger Event has not occurred in relation to the AT1 Securities;
Regulatory and antitrust approvals
3.2 the Prudential Regulation Authority and Financial Conduct Authority having given notice
in writing approving either:
3.2.1 unconditionally, pursuant to section 189(4)(a) of the FSMA; or
3.2.2 subject to one or more conditions, pursuant to section 189(7) of the FSMA, that
are satisfactory to FirstRand Offeror acting reasonably,
the increase or acquisition of control of each Prudential Regulation Authority and/or
Financial Conduct Authority authorised person within the Wider Aldermore Group, arising
as a result of the Acquisition, by FirstRand Offeror, each controller of FirstRand Offeror
and any other person who would become a controller, or the Prudential Regulation Authority
and Financial Conduct Authority being treated as having given such approval by virtue of
section 189(6) FSMA. In each case, for the purposes of this paragraph only, controller shall
have the meaning ascribed to it in section 422 of the FSMA and control shall be construed
in accordance with the provisions of Part XII of the FSMA.
3.3 the South African Registrar of Banks approving the Acquisition pursuant to section 52 of
the South African Banks Act No. 94 of 1990 either unconditionally or subject to one or more
conditions that are satisfactory to FirstRand Offeror acting reasonably;
3.4 other than in respect of Conditions 3.2 and 3.3, no antitrust regulator or Third Party having
decided, threatened or given notice in writing of a decision to take, institute, implement any
action, proceeding, suit, investigation, enquiry or reference (and in each case, not having
withdrawn the same), or having required any action to be taken or otherwise having done
anything, or having enacted, made or proposed any statute, regulation, decision, order or
change to published practice (and in each case, not having withdrawn the same) (in each
case which would be material in the context of the Wider FirstRand Group or the Wider
Aldermore Group in each case taken as a whole) and there not continuing to be outstanding
any statute, regulation, decision or order which would or might reasonably be expected to:
3.4.1 require, prevent or materially delay the divestiture or materially alter the terms
envisaged for such divestiture by any member of the Wider FirstRand Group or
by any member of the Wider Aldermore Group of all or any material part of its
businesses, assets or property or impose any limitation on the ability of all or
any of them to conduct their businesses (or any part thereof) or to own, control
or manage any of their assets or properties (or any part thereof) (in any case to
an extent which is material in the context of the Wider FirstRand Group or the
Wider Aldermore Group, as the case may be, taken as a whole);
3.4.2 except pursuant to Chapter 3 of Part 28 of the Companies Act, require any
member of the Wider FirstRand Group or the Wider Aldermore Group to
acquire or offer to acquire any shares, other securities (or the equivalent) or
interest in any member of the Wider Aldermore Group (other than in connection
with the implementation of the Offer);
3.4.3 impose any material limitation on, or result in a material delay in, the ability of
any member of the Wider FirstRand Group directly or indirectly to acquire, hold
or to exercise effectively all or any rights of ownership in respect of shares or
other securities in Aldermore or on the ability of any member of the Wider
Aldermore Group or any member of the Wider FirstRand Group directly or
indirectly to hold or exercise effectively all or any rights of ownership in respect
of shares or other securities (or the equivalent) in, or to exercise voting or
management control over, any member of the Wider Aldermore Group, in each
case to an extent which is material in the context of the Wider FirstRand Group
or the Wider Aldermore Group, as the case may be, taken as a whole;
3.4.4 otherwise materially adversely affect any or all of the business, assets or profits
of any member of the Wider Aldermore Group to an extent in any such case
which is material in the context of the Wider Aldermore Group taken as a
whole;
3.4.5 result in any member of the Wider Aldermore Group ceasing to be able to carry
on business under any name under which it presently carries on business (in any
case to an extent which is material in the context of the Wider Aldermore Group
taken as a whole);
3.4.6 make the Offer, its implementation or the acquisition or proposed acquisition
of any shares or other securities in, or control or management of, Aldermore by
any member of the Wider FirstRand Group void, unenforceable and/or illegal
under the laws of any relevant jurisdiction, or otherwise, directly or indirectly
materially prevent or prohibit, restrict, restrain or delay to a material extent or
otherwise materially interfere with the implementation of, or impose material
additional conditions or obligations with respect to, or otherwise materially
challenge, impede, interfere with or require material adverse amendment of the
Offer or the acquisition or proposed acquisition of any shares or other securities
in, or control or management of, Aldermore by any member of the Wider
FirstRand Group;
3.4.7 require, prevent or materially delay a divestiture by any member of the Wider
FirstRand Group of any shares or other securities (or the equivalent) in any
member of the Wider Aldermore Group (in any case to an extent which is
material in the context of the Wider Aldermore Group or the Wider FirstRand
Group, as the case may be, taken as a whole); or
3.4.8 impose any material limitation on the ability of any member of the Wider
FirstRand Group or of any member of the Wider Aldermore Group to integrate
all or any part of its business with all or any part of the business of any other
member of the Wider FirstRand Group and/or the Wider Aldermore Group (in
any case to an extent which is material in the context of the Wider Aldermore
Group or the Wider FirstRand Group, as the case may be, taken as a whole),
and all applicable waiting and other time periods (including any extensions thereof) during
which any such antitrust regulator or Third Party could decide to take, institute, implement
or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any
other step under the laws of any applicable jurisdiction in respect of the Offer or the
acquisition or proposed acquisition of any Ordinary Shares or otherwise intervene having
expired, lapsed or been terminated;
3.5 other than in respect of Conditions 3.2 and 3.3, all material notifications, filings or
applications which are necessary having been made in connection with the Offer, in each
case where the absence of such notification, filing or application would have a material
adverse effect on the Wider FirstRand Group or the Wider Aldermore Group in each case
taken as a whole, and all necessary waiting periods (including any extensions thereof) under
any applicable legislation or regulation of any jurisdiction having expired, lapsed or been
terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction
having been complied with in respect of the Offer and the acquisition or the proposed
acquisition of any shares or other securities in, or control or management of, Aldermore or
any other member of the Wider Aldermore Group by any member of the Wider FirstRand
Group, and all Authorisations necessary in respect thereof having been obtained in terms
and in a form reasonably satisfactory to FirstRand Offeror from all appropriate Third Parties
or (without prejudice to the generality of the foregoing) from any person or bodies with
whom any member of the Wider Aldermore Group or the Wider FirstRand Group has
entered into contractual arrangements and all such Authorisations necessary to carry on the
business of any member of the Wider Aldermore Group in any jurisdiction remaining in full
force and effect at the time at which the Offer becomes otherwise wholly unconditional and
no notice of an intention to revoke, suspend, restrict, modify or not to renew such
Authorisations having been made where, in each case absence of such Authorisation would
have a material adverse effect on the Wider Aldermore Group or the Wider FirstRand Group
in each case taken as a whole;
Certain matters arising as a result of any arrangement, agreement, etc.
3.6 save as Fairly Disclosed, there being no provision of any arrangement, agreement, lease,
licence, franchise, permit or other instrument to which any member of the Wider Aldermore
Group is a party or by or to which any such member or any of its assets is or may be bound,
entitled or be subject or any event or circumstance, which, as a consequence of the Offer or
the acquisition or the proposed acquisition by any member of the Wider FirstRand Group of
any shares or other securities (or the equivalent) in Aldermore or because of a change in the
control or management of any member of the Wider Aldermore Group or otherwise, would
or might reasonably be expected to result in, to an extent in any such case which is material
in the context of the Wider Aldermore Group taken as a whole:
3.6.1 any monies borrowed by, or any other indebtedness, actual or contingent, of, or
any grant available to, any member of the Wider Aldermore Group being or
becoming repayable, or capable of being declared repayable, immediately or
prior to its or their stated maturity date or repayment date, or the ability of any
such member to borrow monies or incur any indebtedness being withdrawn or
inhibited or being capable of becoming or being withdrawn or inhibited;
3.6.2 the creation, save in the ordinary and usual course of business, or enforcement
of any mortgage, charge or other security interest over the whole or any part of
the business, property or assets of any member of the Wider Aldermore Group
or any such mortgage, charge or other security interest (whenever created,
arising or having arisen) becoming enforceable;
3.6.3 any such arrangement, agreement, lease, licence, franchise, permit or other
instrument being terminated or the rights, liabilities, obligations or interests of
any member of the Wider Aldermore Group being adversely modified or
adversely affected or any obligation or liability arising or any adverse action
being taken or arising thereunder;
3.6.4 any liability of any member of the Wider Aldermore Group to make any
severance, termination, bonus or other payment to any of its directors, or other
officers;
3.6.5 any member of the Wider Aldermore Group ceasing to be able to carry on
business under any name under which it presently carries on business;
3.6.6 the value of, or the financial or trading position of any member of the Wider
Aldermore Group being prejudiced or adversely affected; or
3.6.7 the creation of any liability (actual or contingent) by any member of the Wider
Aldermore Group other than trade creditors or other liabilities incurred in the
ordinary course of business;
Certain events occurring since 30 June 2017
3.7 save as Fairly Disclosed, no member of the Wider Aldermore Group having since 30 June
2017:
3.7.1 issued or agreed to issue or authorised or announced its intention to authorise
or propose the issue, of additional shares of any class, or securities 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 transfer or sell or authorised or proposed the transfer or sale
of Ordinary Shares out of treasury (except, in each case, where relevant, as
between Aldermore and wholly owned subsidiaries of Aldermore or between
the wholly owned subsidiaries of Aldermore and except for the issue or transfer
out of treasury of Ordinary Shares on the exercise of employee share options or
vesting of employee share awards in the ordinary course under the Aldermore
Share Plans);
3.7.2 recommended, declared, paid or made or proposed to recommend, declare, pay
or make any bonus, dividend or other distribution (whether payable in cash or
otherwise) other than dividends (or other distributions whether payable in cash
or otherwise) lawfully paid or made by any wholly owned subsidiary of
Aldermore to Aldermore or any of its wholly owned subsidiaries;
3.7.3 other than pursuant to the Offer (and except for transactions between Aldermore
and its wholly owned subsidiaries or between the wholly owned subsidiaries of
Aldermore and transactions in the ordinary course of business) implemented,
effected, authorised or announced its intention to implement, effect or authorise
any merger, demerger, reconstruction, amalgamation, scheme, commitment or
acquisition or disposal of assets or shares or loan capital (or the equivalent
thereof) in any undertaking or undertakings to an extent in any such case which
is material in the context of the Wider Aldermore Group taken as a whole;
3.7.4 except for transactions in the ordinary course of business or between the Wider
Aldermore Group and its wholly owned subsidiaries, or between such
subsidiaries, disposed of, or transferred, mortgaged or created any security
interest over any material asset or any right, title or interest in any material asset
or authorised or announced any intention to do so;
3.7.5 issued, authorised or announced an intention to authorise the issue of or made
any change in or to the terms of any debentures or become subject to any
contingent liability or (other than trade credit incurred in the ordinary course of
business) incurred or increased any indebtedness except as between Aldermore
and any of its wholly owned subsidiaries or between such subsidiaries which in
any case is material in the context of the Wider Aldermore Group taken as a
whole;
3.7.6 entered into or varied or authorised or announced its intention, other than in the
ordinary course of business, to enter into or vary any material contract,
arrangement, agreement, transaction or commitment (whether in respect of
capital expenditure or otherwise) which is of a long term, unusual or onerous
nature or magnitude to an extent in any such case which is material in the
context of the Wider Aldermore Group taken as a whole;
3.7.7 entered into or varied the terms of, or made any offer (which remains open for
acceptance) to enter into or vary to a material extent the terms of any contract,
service agreement, commitment or arrangement with any director of Aldermore
except for salary increases, bonuses or variations of terms, in each case, in the
ordinary and usual course of business and consistent with past practice;
3.7.8 proposed, agreed to provide or modified the terms of any share option scheme,
incentive scheme or other benefit relating to the employment or termination of
employment of any employee of the Wider Aldermore Group (in a manner
which is material in the context of the Wider Aldermore Group taken as a
whole);
3.7.9 purchased, redeemed or repaid or announced any proposal to purchase, redeem
or repay any of its own shares or other securities or reduced or, except in respect
of the matters mentioned in sub-paragraph (i) above, made any other change to
any part of its share capital (other than pursuant to the implementation of the
Offer);
3.7.10 (other than in respect of claims between Aldermore and any wholly owned
subsidiaries of Aldermore) waived, compromised or settled any claim which is
material in the context of the Wider Aldermore Group taken as a whole;
3.7.11 terminated or varied the terms of any agreement or arrangement between any
member of the Wider Aldermore Group and any other person in a manner which
would or might reasonably be expected to have a material adverse effect on the
financial position of the Wider Aldermore Group taken as a whole;
3.7.12 save as disclosed on publicly available registers or as envisaged in accordance
with the terms of the Scheme, made any alteration to its memorandum or articles
of association or other incorporation documents;
3.7.13 made or agreed or consented to any material change to the terms of the trust
deeds and rules constituting the pension scheme(s) established by any member
of the Wider Aldermore Group for its directors, employees or their dependants
or to the contributions payable to any such scheme(s) or to the benefits which
accrue, or to the pensions which are payable, thereunder, or to the basis on
which qualification for, or accrual or entitlement to, such benefits or pensions
are calculated or determined or to the basis upon which the liabilities (including
pensions) of such pension schemes are funded, valued, made, or agreed or
consented to;
3.7.14 been unable, or admitted in writing that it is unable, to pay its debts or
commenced negotiations with one or more of its creditors with a view to
rescheduling or restructuring any of its indebtedness, 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;
3.7.15 (other than in respect of a member of the Wider Aldermore Group which is
dormant and was solvent at the relevant time) taken any steps, corporate action
or had any legal proceedings instituted or threatened in writing against it in
relation to the suspension of payments, a moratorium of any indebtedness, its
winding-up (voluntary or otherwise), dissolution, reorganisation or for the
appointment of a receiver, administrator, manager, administrative receiver,
trustee or similar officer of all or any material part of its assets or revenues or
any analogous or equivalent steps or proceedings in any jurisdiction or
appointed any analogous person in any jurisdiction or had any such person
appointed (in any case to an extent which is material in the context of the Wider
Aldermore Group taken as a whole);
3.7.16 made, authorised, proposed or announced an intention to propose any change
in its loan capital to an extent in any such case which is material in the context
of the Wider Aldermore Group taken as a whole; or
3.7.17 entered into any agreement, arrangement, commitment or contract or passed
any resolution or made any offer (which remains open for acceptance) with
respect to or announced an intention to, or to propose to, effect any of the
transactions, matters or events referred to in this Condition 3.7;
No adverse change, litigation, regulatory enquiry or similar
3.8 save as Fairly Disclosed, since 30 June 2017:
3.8.1 no adverse change having occurred in the business, assets, financial or trading
position or profits of any member of the Wider Aldermore Group which is
material in the context of the Wider Aldermore Group taken as a whole;
3.8.2 no litigation, arbitration proceedings, prosecution or other legal proceedings
having been threatened in writing, announced or instituted by or against or
remaining outstanding against or in respect of, any member of the Wider
Aldermore Group or to which any member of the Wider Aldermore Group is or
may become a party (whether as claimant, defendant or otherwise) having been
threatened, announced, instituted or remaining outstanding by, against or in
respect of, any member of the Wider Aldermore Group, in each case which is
material in the context of the Wider Aldermore Group taken as a whole;
3.8.3 no enquiry, review or investigation by, or complaint or reference to, any Third
Party against or in respect of any member of the Wider Aldermore Group having
been threatened in writing, announced or instituted or remaining outstanding
by, against or in respect of any member of the Wider Aldermore Group, in each
case which is material in the context of the Wider Aldermore Group taken as a
whole;
3.8.4 no contingent or other liability in respect of any member of the Wider
Aldermore Group having arisen or increased other than in the ordinary course
of business which is reasonably likely to materially affect adversely the
business, assets, financial or trading position or profits of any member of the
Wider Aldermore Group to an extent in any such case which is material in the
context of the Wider Aldermore Group taken as a whole; and
3.8.5 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 held by any member of the Wider Aldermore Group
which is necessary for the proper carrying on of its business and the withdrawal,
cancellation, termination or modification of which might reasonably be
expected to have a material adverse effect on the Wider Aldermore Group taken
as a whole;
No discovery of certain matters regarding information and liabilities
3.9 save as Fairly Disclosed, FirstRand Offeror not having discovered:
3.9.1 that any financial, business or other information concerning the Wider
Aldermore Group publicly announced prior to the date of this announcement or
disclosed at any time to any member of the Wider FirstRand Group by or on
behalf of any member of the Wider Aldermore Group prior to the date of this
announcement is materially misleading, contains a material misrepresentation
of any fact, or omits to state a fact necessary to make that information not
misleading (in any case to an extent which is material in the context of the Wider
Aldermore Group taken as a whole);
3.9.2 that any member of the Wider Aldermore Group is, otherwise than in the
ordinary course of business, subject to any liability, contingent or otherwise and
which is material in the context of the Wider Aldermore Group taken as a
whole;
Anti-corruption and sanctions
3.10 except as Fairly Disclosed, FirstRand Offeror not having discovered that:
3.10.1 any past or present member, director, officer or employee of the Wider
Aldermore Group or any person that performs or has performed services for or
on behalf of any such company is or has, at any time during the course of such
person's employment with, or performance of services for or on behalf of, any
member of the Wider Aldermore Group, engaged in any activity, practice or
conduct (or omitted to take any action) in contravention of the UK Bribery Act
2010, the US Foreign Corrupt Practices Act of 1977, as amended or any other
applicable anti-corruption legislation; or
3.10.2 any past or present member, director, officer or employee of the Wider
Aldermore Group or any person that performs or has performed services for or
on behalf of any such company has, during the course of such person's
employment with, or performance of services for or on behalf of, any member
of the Wider Aldermore Group, engaged in any activity or business with, or
made any investments in, or made any funds or assets available to, or received
any funds or assets from any government, entity or individual covered by any
of the economic sanctions administered by the United Nations or the European
Union (or any of their respective member states) or the United States Office of
Foreign Assets Control or any other governmental or supranational body or
authority in any jurisdiction; and
No criminal property
3.11 except as Fairly Disclosed, FirstRand Offeror not having discovered that any asset of any
member of the Wider Aldermore Group constitutes criminal property as defined by Section
340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).
Part B: Further terms of the Offer
Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference
to any other Condition.
To the extent permitted by law and subject to the requirements of the Panel, FirstRand Offeror
reserves the right to waive:
- the deadline set out in the Condition in paragraph 1 of Part A and any of the deadlines set
out in the Conditions in paragraph 2 of Part A for the timing of the Court Meeting, General
Meeting and the Court Hearing. If any such deadline is not met, FirstRand Offeror 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 Aldermore to extend
the deadline in relation to the relevant Condition; and
- in whole or in part, all or any of the Conditions in paragraphs 3.1 to 3.11 (inclusive) of Part
A.
FirstRand Offeror 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 Conditions by a date earlier than the latest date for the
fulfilment of that Condition notwithstanding that the other Conditions may at such earlier date have
been waived or fulfilled and that there are at such earlier date no circumstances indicating that any
of such Conditions may not be capable of fulfilment.
If FirstRand Offeror is required by the Panel to make an offer for Ordinary Shares under the
provisions of Rule 9 of the Takeover Code, FirstRand Offeror may make such alterations to any of
the above Conditions and terms of the Offer as are necessary to comply with the provisions of that
Rule.
The Offer shall lapse and the Scheme shall not become effective if:
- in so far as the Offer or any matter arising from or relating to the Scheme or Offer constitutes
a concentration with a Community dimension within the scope of the EC Regulation, the
European Commission either initiates proceedings under Article 6(1)(c) of the EC
Regulation or makes a referral to a competent authority in the United Kingdom under Article
9(1) of the EC Regulation and there is then a CMA Phase 2 Reference; or
- in so far as the Offer or any matter arising from the Scheme or Offer does not constitute a
concentration with a Community dimension within the scope of the EC Regulation, the
Scheme or Offer or any matter arising from or relating to the Offer becomes subject to a
CMA Phase 2 Reference,
in either case, before the date of the Court Meeting.
FirstRand Offeror reserves the right to elect, with the consent of the Panel and subject to the terms
of the Cooperation Agreement, to implement the Offer by way of a Takeover Offer. In such event,
the Offer will be implemented on substantially the same terms, subject to appropriate amendments,
so far as applicable, as those which would apply to the Scheme, including (without limitation) an
acceptance condition set at 75 per cent of the shares to which such offer relates (or such less
percentage, being more than 50 per cent of the Aldermore shares carrying voting rights, as FirstRand
Offeror may decide).
The availability of the Offer to Overseas Shareholders and the distribution of this document in, into
or from jurisdictions other than the United Kingdom may be restricted by the laws of those
jurisdictions and therefore persons into whose possession this document comes should inform
themselves of, and observe, any such restrictions.
Unless otherwise determined by FirstRand Offeror or required by the Takeover Code or the Panel
and permitted by applicable law and regulation, the Offer is not being, and will not be, made, directly
or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality
(including, without limitation, facsimile transmission, telex, telephone, internet or other forms of
electronic transmission) of interstate or foreign commerce of, or by any facility of a national, state
or other securities exchange of, any Restricted Jurisdiction and will not be capable of acceptance by
any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.
FirstRand Offeror reserves the right to reduce the consideration payable under the Offer by the
amount of any dividend (or other distribution) which is paid or becomes payable by Aldermore to
Aldermore Shareholders on or after the date of this announcement and on or prior to the Effective
Date. If any such dividend or distribution occurs and if FirstRand Offeror exercises its right to
reduce the offer consideration by all or part of the amount of a dividend (or other distribution) that
has not been paid, Aldermore Shareholders will be entitled to receive and retain that dividend (or
other distribution) ("Subsequent Dividend").
To the extent that any such dividend or distribution has been declared or is payable, the Ordinary
Shares shall be (i) transferred pursuant to the Offer on a basis which entitles FirstRand Offeror to
receive the dividend or distribution and to retain it, or (ii) such dividend or distribution shall be
cancelled, and in either case the consideration payable under the Offer shall not be subject to change.
The Ordinary Shares which will be acquired under the Offer will be acquired with full title guarantee,
fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption
and any other third party rights and interests of any nature and together with all rights now or
hereafter attaching or accruing to them, including without limitation voting rights and the right to
receive and retain in full all dividends and other distributions (if any), and any other return of capital
(whether by way of reduction of share capital or share premium account or otherwise), declared,
made or paid on or after the date of this announcement other than any Subsequent Dividend.
FirstRand Offeror reserves the right for any other member of FirstRand Group from time to time to
implement the Offer.
The Offer is governed by the law of England and Wales and is subject to the jurisdiction of the
English courts. The Offer will be made on and subject to the conditions and further terms set in this
Appendix I and to be set out in the Scheme Document. The Offer will be subject to the applicable
requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct
Authority, the UK Listing Authority and the Johannesburg Stock Exchange Listings Requirements.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
The value of Aldermore as implied by the offer price stated in paragraph 2 of this announcement is
based on the issued ordinary share capital as at 12 October 2017 (the latest Business Day prior to
the commencement of the Offer Period), adjusted for the dilutive effect of in-the-money options,
being:
- issued ordinary share capital of 344,921,017 Ordinary Shares (per the confirmation by
Aldermore pursuant to Rule 2.9 of the Takeover Code);
- 4,326,313 Ordinary Shares which are expected to be issued on or after this date of this
announcement to satisfy the exercise of options or vesting of awards pursuant to the
Aldermore Share Plans and the proposals set out in paragraph 11 above; and
- excluding Ordinary Shares that would be issued on the conversion of the AT1 Securities
into Ordinary Shares following a Trigger Event occurring.
Further sources of information regarding data reported in this announcement are as follows:
General
- Unless otherwise stated, all prices for Ordinary Shares are closing middle market prices
derived from the Daily Official List of the London Stock Exchange.
- Unless otherwise stated, the financial information relating to Aldermore is extracted from
the Q3 2017 Interim Management Statement.
Pro forma financial effects on the FirstRand Group.
- Information used in the calculation has been based on audited information obtained from:
the FirstRand Ltd annual report for the financial year ended 30 June 2017, the FirstRand Ltd
annual report for the financial year ended 30 June 2016, the Aldermore half year results for
the six months ended 30 June 2016, the Aldermore annual report for the financial year ended
31 December 2016, the Aldermore half year results for the six months ended 30 June
2017. Other than where indicated as “normalised”, information has been presented in terms
of the IFRS accounting framework.
- A detailed description of the difference between normalised and IFRS results utilised in
these pro forma financial effects is provided on pages 95 and 96, and detailed reconciliations
of normalised to IFRS results are provided on pages 106 to 112 of FirstRand Ltd’s Analysis
of Financial Results for the year ended 30 June 2017 booklet, a copy of which is available
at https://www.firstrand.co.za.
- The Assumptions underlying the pro forma financial effects were as follows:
- for the purpose of calculating normalised earnings and normalised earnings per
share the Acquisition completed on 1 July 2016;
- for the purpose of calculating net asset value, net asset value per share, tangible net
asset value and net tangible asset value per share, the Acquisition completed on 30
June 2017;
- foreign currency exchange rates have been based on a closing rate of GBP17.00 per
ZAR on 30 June 2017 and an average rate for the financial year ended on 30 June
2017 of GBP17.21 per ZAR;
- an internal resource opportunity cost of an effective 7% per annum, less taxation at
28%, has been taken into account in calculating the pro forma financial effects. This
rate is based on the average South African repo rate for the 12 months to 30 June
2017;
- stamp duty, regulatory fees and other transaction-related expenses of ZAR599
million have been taken into account in calculating the pro forma financial effects;
- fair value adjustments that will be required in terms of IFRS 3 will not be material;
and
- Aldermore’s net asset value was £605 million at 30 June 2017, tangible net asset
value £577 million and its earnings for the 12 month period on that date was £109
million.
APPENDIX III
IRREVOCABLE UNDERTAKINGS
The following holders or controllers of Ordinary Shares have given irrevocable undertakings (Parts
A and B) to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at
the General Meeting and, if FirstRand Offeror exercises its right to implement the Offer as a
Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer:
PART A - Director shareholder irrevocable undertakings
Number of Ordinary % of Ordinary Shares in
Name Shares issue
John Hitchins 20,000 0.00580%
James Mack 325,603 0.09440%
Phillip Monks 3,462,693 1.00391%
Christine Palmer - -
Christopher Stamper 9,500 0.00275%
Catherine Turner 42,336 0.01227%
TOTAL 3,860,132 1.11914%
The obligations of the Aldermore Directors under the irrevocable undertakings shall lapse and cease
to have effect on and from the earlier of the following occurrences:
- the Scheme Document is not sent to Aldermore Shareholders within 28 days (or such longer
period as the Panel may agree) after the date of this announcement;
- FirstRand Offeror announces before the Scheme Document or Takeover Offer document (as
applicable) is published that it does not intend to proceed with the Offer and no new, revised
or replacement Scheme or Takeover Offer is announced by FirstRand Offeror; and
- the Offer lapses or is withdrawn without becoming wholly unconditional, provided that this
shall not apply: (i) where the Offer is withdrawn or lapses as a result of FirstRand Offeror
exercising its right to implement the Offer by way of a Takeover Offer rather than by way
of a Scheme; or (ii) of a new, revised or replacement scheme of arrangement or takeover
offer is or has been announced within 10 business days after any such lapse or withdrawal.
These irrevocable undertakings remain binding in the event of a competing offer.
PART B - Non-director shareholder irrevocable undertakings
% of Ordinary Shares in
Name Number of Ordinary Shares issue
AnaCap Financial Partners L.P. 17,979,646 5.213%
AnaCap Financial Partners II 23,781,120 6.895%
L.P.
AnaCap Derby Co-Investment 24,318,170 7.050%
(No. 1) L.P.
AnaCap Derby Co-Investment 20,607,052 5.974%
(No. 2) L.P.
TOTAL 86,685,988 25.132%
Each of the above Aldermore Shareholders shall not sell, transfer, encumber or otherwise dispose
of, or grant any option or other right over, any of its Ordinary Shares or any interest in them except
pursuant to the Offer.
The obligations of the above Aldermore Shareholders under the irrevocable undertakings shall lapse
and cease to have effect on and from the earlier of the following occurrences:
- the Scheme Document is not sent to Aldermore Shareholders within 28 days (or such longer
period as the Panel may agree) after the date of this announcement;
- the Scheme lapses or is withdrawn without becoming wholly unconditional, provided that
this shall not apply where the Scheme is withdrawn or lapses as a result of FirstRand Offeror
exercising its right to implement the Transaction by way of a Takeover Offer rather than by
way of a Scheme, provided that such Takeover Offer is on no less favourable terms
(including as to price and form of consideration); and
- the Transaction has not become unconditional and effective by 30 April 2018.
These irrevocable undertakings remain binding in the event of a competing offer.
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this announcement unless the context requires otherwise.
"£" or "pence" or "GBP" the lawful currency of the United Kingdom;
"Acquisition" the proposed acquisition of the entire issued and to be
issued ordinary share capital of Aldermore to be effected by
means of the Scheme or (should FirstRand Offeror so elect,
subject to the consent of the Panel) by means of a Takeover
Offer;
"Aldermore" Aldermore Group PLC, a public limited company
incorporated in England and Wales registered with
registered number 06764335;
"Aldermore AT1 Group" Aldermore and each entity which is part of the UK
prudential consolidation group (as that term, or its
successor, is used in the Regulatory Capital Requirements
(as defined in the terms and conditions of the AT1
Securities)) of which Aldermore is part from time to time;
"Aldermore Directors" the directors of Aldermore as at the date of this
announcement;
"Aldermore Shareholders" or the holders of Ordinary Shares;
"Shareholders"
"Aldermore Share Plans" Aldermore Deferred Share Plan, the Aldermore
Performance Share Plan, the Aldermore Restricted Share
Plan, the Aldermore Sharesave Plan and the Aldermore
Share Incentive Plan;
"AT1 Securities" the £75 million in aggregate principal amount of Fixed Rate
Reset Additional Tier 1 Perpetual Subordinated Contingent
Convertible Securities issued by Aldermore, in December
2014 and listed on the Irish Stock Exchange;
"Authorisations" regulatory authorisations, orders, recognitions, grants,
determinations, consents, clearances, confirmations,
certificates, licences, permissions, exemptions or
approvals;
"Business Day" a day (other than Saturdays, Sundays and public holidays)
on which banks are open for business in London;
"CET1 Ratio" as at any date, the ratio of common equity tier 1 capital of
the Aldermore AT1 Group as at such date to the risk
weighted assets of the Aldermore AT1 Group as at the same
date, expressed as a percentage and determined in
accordance with the terms and conditions of the AT1
Securities;
"Closing Price" the middle market price of an Ordinary Share at the close of
business on the day to which such price relates, as derived
from the Daily Official List of the London Stock Exchange
for that day or from Bloomberg in the case of the average
Closing Price for the 3 and 6 month period ended on 12
October 2017;
"CMA Phase 2 Reference" a reference of the Offer to the chair of the Competition and
Markets Authority for the constitution of a group under
Schedule 4 to the Enterprise and Regulatory Reform Act
2013;
"Companies Act" the Companies Act 2006, as amended from time to time;
"Competition and Markets a UK statutory body established under the Enterprise and
Authority" Regulatory Reform Act 2013;
"Conditions" the conditions to the Offer and the Scheme, as set out in
Appendix I of this announcement and to be set out in the
Scheme Document;
"Cooperation Agreement" the agreement dated the date of this announcement between
FirstRand Offeror and Aldermore and relating, among other
things, to the implementation of the Offer
"Court" the High Court of Justice in England and Wales;
"Court Hearing" the hearing of the Court to sanction the Scheme under
section 899 of the Companies Act and if such hearing is
adjourned reference to commencement of any such hearing
shall mean the commencement of the final adjournment
thereof;
"Court Meeting" the meeting of Aldermore Shareholders (and any
adjournment thereof) to be convened pursuant to an order
of the Court under section 896 of the Companies Act for the
purposes of considering and, if thought fit, approving the
Scheme (with or without amendment) including any
adjournment thereof, notice of which is to be contained in
the Scheme Document;
"Court Order" the order of the Court sanctioning the Scheme under
section 899 of the Companies Act;
"Credit Suisse International" Credit Suisse International, a company incorporated in
England and Wales with registered number 2500199;
"CREST" a relevant system (as defined in the Regulations) in respect
of which Euroclear UK & Ireland Limited is the Operator
(as defined in the Regulations);
"Dealing Disclosure" has the meaning given by Rule 8 of the Takeover Code;
"EC Regulation" Regulation Council Regulation (EC) No 139/2004;
"Effective Date" the date on which the Scheme becomes effective in
accordance with its terms or, if FirstRand Offeror elects,
and the Panel consents, to implement the Offer by way of a
contractual offer, the date on which the offer is declared or
become unconditional in all respects in accordance with the
requirements of the Takeover Code;
"Excluded Shares" any Ordinary Shares:
(a) registered in the name of, or beneficially owned by,
FirstRand Offeror or any member of the FirstRand Group
(if any); or
(b) held by Aldermore in treasury,
at any relevant date or time;
"Fairly Disclosed" the information fairly disclosed by or on behalf of
Aldermore in:
(a) the Aldermore annual report and accounts in respect of
the financial year ended 31 December 2016;
(b) the Aldermore interim results for the six months ended
on 30 June 2017;
(c) any documents delivered to FirstRand Offeror,
FirstRand Ltd or to any of their professional advisers
engaged in connection with the Offer prior to the date of
this announcement; or
(d) any public announcement by Aldermore to a Regulatory
Information Service prior the date of this announcement;
"FCA" or "Financial Conduct the UK Financial Conduct Authority or its successor from
Authority" time to time;
"FirstRand Ltd" FirstRand Limited, a public company incorporated in the
Republic of South Africa with registered number
1966/010753/06;
"FirstRand Group" FirstRand Ltd, any parent undertaking of FirstRand Ltd,
and any undertaking which is a subsidiary undertaking of
FirstRand Ltd or of any such parent undertaking;
"FirstRand Offeror" FirstRand International Limited, a company incorporated in
Guernsey with registered number 17166;
"Forms of Proxy" the forms of proxy for use at the Court Meeting and the
General Meeting;
"FSMA" the Financial Services and Markets Act 2000;
"General Meeting" the general meeting of Aldermore Shareholders (and any
adjournment thereof) to be convened in connection with the
Scheme;
"Intra-Group Loan Agreement" the loan facility agreement dated the date of this
announcement between FirstRand Offeror as borrower, and
FirstRand Bank Limited as lender
"IPO" Aldermore’s initial public offering in March 2015;
“J.P. Morgan Cazenove” J.P. Morgan Limited (which conducts its UK investment
banking business as J.P. Morgan Cazenove) of 25 Bank
Street, Canary Wharf, London E14 5JP;
"London Stock Exchange" London Stock Exchange plc, a public company
incorporated in England and Wales under number 2075721;
"Long-Stop Date" 30 April 2018, or such later date, if any, as FirstRand
Offeror and Aldermore may agree and, if required, the
Court and the Panel may allow;
"Net Tangible Book Value" the total equity value excluding the values of intangible
assets and AT1 Securities;
"Offer" the recommended cash offer by FirstRand Offeror to
acquire the entire issued and to be issued ordinary share
capital of Aldermore at a price of 313 pence per Ordinary
Share in cash to be effected by means of the Scheme or
(should FirstRand Offeror so elect, subject to the consent of
the Panel) by means of a Takeover Offer and, in either case,
where the context admits, any subsequent variation,
revision, extension or renewal thereof;
"Offer Period" the offer period (as defined by the Takeover Code) relating
to Aldermore, which commenced on 13 October 2017;
"Opening Position Disclosure" has the meaning given by Rule 8 of the Takeover Code;
"Ordinary Shares" the ordinary shares of 10 pence each in the capital of
Aldermore;
"Overseas Shareholders" Aldermore Shareholders (or nominees of, or custodians or
trustees for Aldermore Shareholders) not resident in, or
nationals or citizens of the United Kingdom;
"Panel" the Panel on Takeovers and Mergers;
"Prudential Regulation Authority" the UK Prudential Regulation Authority;
"Q3 2017 Interim Management the interim management statement released by Aldermore
Statement" on the date of this announcement, further details of which
are set out in paragraph 10 of this announcement;
"Rand Merchant Bank" FirstRand Bank Limited, acting through Rand Merchant
Bank Corporate Finance;
"Registrar of Companies" the Registrar of Companies in England and Wales;
"Regulations" the Uncertificated Securities Regulations 2001 (SI2001 No.
3755), as amended from time to time;
"Regulatory Information Service" any information service authorised from time to time by the
FCA for the purpose of disseminating regulatory
announcements;
"Restricted Jurisdiction" any jurisdiction where the making of the Offer would
constitute a violation of the relevant laws and regulations of
such jurisdiction;
"Scheme" the proposed scheme of arrangement under Part 26 of the
Companies Act to effect the Offer, the full terms of which
will be set out in the Scheme Document, with or subject to
any modification, addition or condition which Aldermore
and FirstRand may agree and, if required, the Court may
approve or impose;
"Scheme Document" the document to be sent to Aldermore Shareholders,
containing and setting out the Scheme, the notices
convening the Court Meeting, the General Meeting and the
further particulars required by Part 26 of the Companies
Act;
"Scheme Record Time" the time and date specified in the Scheme Document as
being the record time for the Scheme;
"Scheme Shareholders" the holders of Scheme Shares at any relevant date or time;
"Scheme Shares" the Ordinary Shares:
(a) in issue at the date of the Scheme Document;
(b) (if any) issued after the date of the Scheme Document
and prior to the Voting Record Time; and
(c) (if any) issued on or after the Voting Record Time and
on or prior to the Scheme Record Time either on terms that
the original or any subsequent holders thereof shall be
bound by the Scheme, or in respect of which the holders
thereof shall have agreed in writing to be bound by the
Scheme,
and in each case remaining in issue at the Scheme Record
Time, but excluding any Excluded Shares;
"SME" small and medium size enterprises;
"Substantial Interest" in relation to an undertaking, a direct or indirect interest of
20 per cent. or more of the total voting rights conferred by
the equity share capital (as defined in Section 548 of the
Companies Act) of such undertaking;
"Takeover Code" the City Code on Takeovers and Mergers;
"Takeover Offer" should the Offer be implemented by way of a takeover offer
as defined in Chapter 3 of Part 28 of the Companies Act, the
offer to be made by or on behalf of FirstRand Offeror to
acquire the entire issued and to be issued share capital of
Aldermore including any revision, variation, extension or
renewal of such offer.
"Third Party" each of a central bank, government or governmental, quasi-
governmental, supranational, statutory, regulatory,
environmental, administrative, fiscal or investigative body,
court, trade agency, association, institution, environmental
body, employee representative body or any other body or
person whatsoever in any jurisdiction;
"Trigger Event" has the meaning given to it in the terms and conditions of
the AT1 Securities;
"UK Listing Authority" the UK Listing Authority, being the Financial Conduct
Authority acting in its capacity as the competent authority
for the purposes of Part VI of the FSMA;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;
"United States of America", "United the United States of America, its territories and possessions,
States", "USA" or "US" any State of the United States and the District of Columbia;
"US Exchange Act" the US Securities and Exchange Act of 1934, as amended;
"Voting Record Time" the time and date specified in the Scheme Document as
being the record time for voting at the Court Meeting and
the General Meeting;
"Wider Aldermore Group" Aldermore, its subsidiary undertakings, associated
undertakings and any other undertakings in which that
company and such undertakings (aggregating their
interests) have a Substantial Interest;
"Wider FirstRand Group" FirstRand Ltd, its parent undertakings, its subsidiary
undertakings, associated undertakings and any other
undertakings in which that company and such undertakings
(aggregating their interests) have a Substantial Interest; and
"ZAR" the lawful currency of the Republic of South Africa.
For the purposes of this announcement, "associated undertaking", "parent undertaking", "subsidiary
undertaking" and "undertaking" have the respective meanings given thereto by the Companies Act.
References to an enactment include references to that enactment as amended, replaced, consolidated or
re-enacted by or under any other enactment before or after the date of this document.
All the times referred to in this announcement are London times unless otherwise stated.
References to the singular include the plural and vice versa.
Date: 06/11/2017 09:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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