FIRSTRAND LIMITED - Recommended cash offer for Aldermore Group PLC ("Aldermore")

Release Date: 01/03/2018 07:05
 
Wrap Text
Recommended cash offer for Aldermore Group PLC ("Aldermore")

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,
DIRECTLY OR INDIRECTLY) IN, INTO OR FROM ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

28 February 2018

FOR IMMEDIATE RELEASE

FirstRand International Limited ("FirstRand Offeror")

Recommended cash offer for Aldermore Group PLC ("Aldermore")

On 8 December 2017 the Board of Directors of Aldermore announced the
passing of resolutions, at a Court Meeting and General Meeting of
Aldermore Shareholders held on the same date as the announcement,
approving the recommended acquisition of Aldermore by FirstRand
Offeror   (a   wholly-owned   subsidiary   of   FirstRand   Limited)
("Acquisition") to be implemented by way of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme"). The Board of Directors noted that completion of the
Acquisition remained subject to the satisfaction of certain
conditions set out in the circular to Shareholders dated 13 November
2017 (the "Scheme Document"), including the approval of the
Acquisition by the South African Registrar of Banks ("SARB"), the UK
Prudential Regulation Authority ("PRA") and the UK Financial Conduct
Authority ("FCA").

Aldermore and FirstRand Offeror are pleased to announce that SARB
have approved the Acquisition, pursuant to section 52 of the South
African Banks Act No. 94 of 1990, and the condition related to such
approval has been satisfied.

Aldermore and FirstRand Offeror are further pleased to announce
that, pursuant to Part XII of the Financial Services and Markets Act
2000 (as amended), the PRA and FCA have now approved the acquisition
of control by FirstRand Offeror of the Aldermore entities authorised
by the PRA and regulated by the PRA and the FCA, and the condition
related to such approval has been satisfied.      The PRA and FCA’s
approval was unconditional.

Whilst all required regulatory approvals have now been received,
completion of the Acquisition remains subject to the waiver or
satisfaction of the remaining conditions set out in the Scheme
Document.

An updated Expected Timetable of Principal Events is set out below.
The Court Hearing has been scheduled to be heard on 12 March 2018
and the Effective Date of the Scheme is expected to be 14 March
2018.

Defined terms used but not defined in this announcement have the
meanings set out in the Scheme Document.

               EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 The following indicative timetable sets out expected dates for the
                    implementation of the Scheme.

   Event                                          Time and/or date(1)

   Court Hearing to sanction the Scheme           12 March 2018
   Last day of dealings in, and for               13 March 2018
   registration of transfers of, and
   disablement in CREST of, Aldermore Shares
   Scheme Record Time                             6:00pm on 13 March
                                                  2018
   Suspension of listing of, and dealings in,     8:00am on 14 March
   Aldermore Shares                               2018
   Effective Date of the Scheme                   14 March 2018(2)
   Delisting of Aldermore Shares                  8:00am on 15 March
                                                  2018
   Despatch of cheques, despatch of electronic    within 14 days of
   payments and crediting of CREST accounts for   the Effective Date
   cash consideration due under the Scheme
   Long Stop Date                                 30 April 2018(3)



   Notes:
   (1) All times shown above are London times unless otherwise stated.
       The dates and times given are indicative only and are based on
       current expectations and may be subject to change. If any of
       the times and/or dates above change, the revised times and/or
       dates will be announced via a Regulatory Information Service.
   (2) The court order approving the Scheme is expected to be
       delivered to Companies House following the Scheme Record Time
       on 13 March 2018 and the suspension of dealings in Aldermore
       Shares on 14 March 2018, which date will then become the
       Effective Date. The events which are stated as occurring on
       subsequent dates are conditional on the Effective Date and
       operate by reference to this time.
   (3) This is the latest date by which the Acquisition may become
       Effective unless Aldermore and FirstRand Offeror agree, and (if
       required) the Court and the Panel allow, a later date.

A copy of this announcement will be made available free of charge
(subject to any applicable restrictions relating to persons resident
in Restricted Jurisdictions) on Aldermore's and FirstRand Limited's
website (https://www.investors.aldermore.co.uk and
https://www.firstrand.co.za respectively) by no later than 12 noon
(London time) on 1 March 2018. Neither the content 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.

Enquiries

FirstRand Ltd                                    Tel: +27 (0) 11 282
                                                 1341
Sam Moss, Head of Investor Relations

Credit Suisse, financial advisor to Tel:         +44 (0) 20 7888
FirstRand Offeror and FirstRand Ltd              8888

George Maddison / William Nourse / Joe
Hannon / Gaurav Parkash

Rand Merchant Bank financial adviser to          Tel: +27 (0) 11 282
FirstRand Offeror and FirstRand Ltd              8000

Leon von Moltke / Dinesh Fakir

Teneo Blue Rubicon, public relations             Tel: +44 (0)20 7420
adviser to FirstRand Offeror and FirstRand 3195
Ltd

Anthony Silverman

Aldermore
Martin Adams, Director of Investor               Tel: +44 (0) 20 8185
Relations                                        3108

Holly Marshall, Director of Corporate            Tel: +44 (0) 20 3553
Affairs                                          4218

J.P. Morgan Cazenove, Lead Financial             Tel: +44 (0) 20 7742
Adviser to Aldermore                             4000

Mike Collar / James Robinson / Christian
Kornhoff

RBC Capital Markets, Lead Financial Adviser      Tel: +44 (0) 20 7653
to Aldermore                                     4000

Oliver Hearsey / Kevin Smith / Daniel
Werchola

Lazard, Financial Adviser to Aldermore           Tel: +44 (0) 20 7187
                                                 2000
William Rucker / Nick Millar / Mike Young

Lansons, public relations adviser to             Tel: +44 (0)7860
Aldermore                                        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), 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. RBC Capital Markets 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, and 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.

Disclosure requirements of the Takeover Code (the “Code”)

Under Rule 8.3(a) of the Code, any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of
any securities exchange offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer is,
or is likely to be, solely in cash) must make an Opening Position
Disclosure following the commencement of the offer period and, if
later, following the announcement in which any securities exchange
offeror is first identified. An Opening Position Disclosure must
contain details of the person’s interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any securities exchange offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies
must be made by no later than 3.30 pm (London time) on the 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities of
the offeree company or of any securities exchange offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person’s interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror, 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 http://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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Takeover Panel’s Market Surveillance Unit on +44
(0)20 7638 0129.

Sponsor:
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

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