Source - RNS
RNS Number : 5525J
HarbourVest Structured SolutionsIII
12 September 2016
 

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

Neither the United States Securities and Exchange Commission (the "SEC") nor any United States securities commission or regulatory authority has approved or disapproved of the Offer or passed upon the fairness or merits of the Offer or determined whether this announcement is accurate or complete. Any representation to the contrary is a criminal offence in the United States.

 

For immediate release

12 September 2016

Acquisition of Shares in SVG Capital

by

HarbourVest Bidco

HarbourVest Structured Solutions III L.P. ("HarbourVest Bidco"), announces that it has acquired 13,305,961 ordinary shares of 100 pence each in SVG Capital Plc ("SVG Capital"), representing 8.5% of the existing ordinary share capital of SVG Capital, at a price of 650 pence per SVG Capital Share.

 

Following the acquisition, HarbourVest Bidco has an irrevocable undertaking to accept the Offer in respect of 31,221,994 SVG Capital Shares, letters of intent to accept the Offer in respect of 35,419,782 SVG Capital Shares, and holds 13,305,961 SVG Capital Shares. These represent approximately 20.0%, 22.7% and 8.5%, respectively, and together approximately 51.2% of the existing ordinary share capital of SVG Capital in issue on 9 September 2016 (being the latest practicable date prior to this announcement).

 

HarbourVest this morning announced a full and final cash offer to be made by HarbourVest Bidco for the entire issued and to be issued ordinary share capital of SVG Capital (the "Announcement"), to be implemented by way of a takeover offer within the meaning of Part 28 of the Companies Act 2006 (the "Offer"). Under the terms of the Offer, SVG Capital Shareholders will receive 650 pence in cash for each SVG Capital Share they hold, valuing the entire existing issued share capital of SVG Capital at approximately £1,015 million.

 

The Offer is conditional upon, amongst other things, HarbourVest Bidco receiving valid acceptances in respect of, or otherwise acquiring or agreeing to acquire (whether pursuant to the Offer or otherwise), shares which carry, in aggregate, more than 50% of the voting rights then normally exercisable at general meetings of SVG Capital.

 

Enquiries:

HarbourVest Partners, LLC

Tel:        +44 (0) 20 7151 4211

Laura Thaxter

 

[email protected]

 

 

 

Jefferies International Limited

Tel:        +44 (0) 20 7029 8000

(Sole Financial Adviser)

 

Gary Gould

 

Tariq Hussain

Stuart Klein

 

 

 

 

 

FTI Consulting LLP

Ed Berry/Ed Bridges

[email protected]

[email protected]

Tel:        +44 (0) 20 3727 1067

+44 (0) 20 3727 1046

 

 

This announcement is not intended to, and does not, constitute or represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

 

Overseas jurisdictions

The release, publication or distribution of this announcement in, and the availability of the Offer to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore any such persons should inform themselves about and observe any applicable legal or regulatory requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.

Copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction (as defined in the Announcement) and persons receiving such documents (including, without limitation, any agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction.

Unless otherwise determined by the Offeror or required by the City Code on Takeovers and Mergers (the "City Code"), and permitted by applicable law and regulation, the Offer is not being, and will not be, made, directly or indirectly, in or into or from, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Dealing Disclosure Requirements of the City Code

Under Rule 8.3(a) of the City 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 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the City 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 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper 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 of the City Code).

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 Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Publication of this announcement

A copy of this announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on HarbourVest's website at http://www.harbourvest.com/offer-2016 by no later than 12 noon (London time) on the Business Day following the date of this announcement. For the avoidance of doubt, the contents of that website are not incorporated into, and do not form part of, this announcement.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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