Source - RNS
RNS Number : 5493M
SVG Capital PLC
14 October 2016
 

Registered office:

Kean House

6 Kean Street

London WC2B 4AS

Tel +44 (0)20 3457 0000

Fax +44 (0)20 3457 0009

www.svgcapital.com

 

Press Release

14 October 2016

Response to HarbourVest Bidco's Offer extension

 

THIS ANNOUNCEMENT IS 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

 

There can be no certainty that the proposals described below will be effected or as to their final terms

SVG Capital notes that HarbourVest Structured Solutions III L.P. ("HarbourVest Bidco") has today announced that it has received valid acceptances from shares representing 27.7% of the Company's issued share capital in respect of its final offer for the Company (the "Offer"), which together with the 8.5% of the Company's shares held by HarbourVest Bidco represents 36.2% of the Company's issued share capital. The Company also notes that the Offer has been extended until Tuesday 18 October 2016.

The Company continues to work with Goldman Sachs AIMS Group and CPPIB on the Proposed Investment Portfolio Sale announced on Thursday 6 October 2016. In addition, further to the announcement by HarbourVest L.P. ("HarbourVest") on Monday 10 October 2016, the Company is in discussions with HarbourVest and its advisers regarding an alternative proposal for the acquisition of 100% of the investment portfolio.

The Board reiterates its recommendation that shareholders do not accept HarbourVest Bidco's Offer of 650p per share.

The Board is focused on maximising value and certainty and will update shareholders in due course.

Terms defined in the announcement on 6 October 2016 have the same meaning when used in this announcement.

For further information please contact:

 

SVG Capital                            

Alice Kain or Mervyn Douglas                                                                                                        020 3457 0000

 

J.P. Morgan Cazenove

Conor Hillery, Mike Collar, Dwayne Lysaght or Adam Laursen                                        020 7777 2000

 

Lazard

Melanie Gee, Nicholas Millar or Denis Martin                                                                       020 7187 2000

 

Numis

David Benda                                                                                                                                        020 7260 1000

 

Maitland

Neil Bennett or Tom Eckersley                                                                                                   020 7379 5151

 

Important Information

This announcement has been released by the Company on behalf of the Board. It is for information purposes only, and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction.

 

J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised and regulated in the United Kingdom by the Financial Conduct Authority. J.P. Morgan Cazenove is acting as financial adviser exclusively for SVG Capital 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 SVG Capital for providing the protections afforded to clients of J.P. Morgan Cazenove, nor for providing advice in relation to any matter referred to herein.

 

Lazard & Co., Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to SVG Capital and no one else in connection with the matters referred to in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than SVG Capital for providing the protections afforded to clients of Lazard & Co., Limited, nor for providing advice in relation to any matter referred to herein. 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 any statement contained herein or otherwise.

 

Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority is acting as joint financial adviser and broker exclusively for SVG Capital 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 SVG Capital for providing the protections afforded to clients of Numis Securities Limited, nor for providing advice in relation to any matter referred to herein.

 

Disclosure requirements of 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 the offeree or of any securities exchange bidder (being any bidder other than a bidder 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 bidder 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 and (ii) any securities exchange bidder(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 bidder is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange bidder 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 bidder must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange bidder. 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 bidder, 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 the offeree company or a securities exchange bidder, 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 bidder and Dealing Disclosures must also be made by the offeree company, by any bidder 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 bidder 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 bidder 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.

 

Publication on a website

A copy of this announcement and any documents required to be published pursuant to Rule 26.1 of the City Code will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on SVG Capital's website at http://www.svgcapital.com/ by no later than 12 noon (London time) on the Business Day following the date of this announcement until the end of the offer period. For the avoidance of doubt, the contents of that website are not incorporated into, and do not form part of, this announcement.

 

Any shareholder, person with information rights or other person to whom this announcement is sent may request a copy of each of the documents required to be published pursuant to Rule 26.1 of the City Code, or a copy of this announcement, in hard copy form. Hard copies will be sent only where valid requests are received from such persons. Requests for hard copies are to be submitted to the Company Secretary, SVG Capital plc, Kean House, 6 Kean Street, London WC2B 4AS or contacting the Company Secretary during business hours on 020 3457 0000 or if calling from outside the UK on +44 20 3457 000. 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. A hard copy of this announcement and any other document referred to in this announcement will not be sent to you unless so requested. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

 


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