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Blue Prism Group PLC (PRSM)

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Wednesday 24 November, 2021

Blue Prism Group PLC

Reconvening of the court and general meetings

RNS Number : 3431T
Blue Prism Group PLC
24 November 2021
 

24 November 2021

Blue Prism Group plc

('Blue Prism' or 'the Company' or 'the Group')

 

Blue Prism (AIM: PRSM) today (November 24 2021) published a shareholder circular (the "Shareholder Circular") announcing the Reconvening of the Court Meeting and General Meeting in connection with the proposed Cash Acquisition of Blue Prism by Bali Bidco Limited (the "Vista Acquisition"). Words and expressions defined in the Shareholder Circular have the same meaning when used in this press release. This press release should be read together with the Shareholder Circular.

Reconvening of the Court Meeting and General Meeting

In order for the Scheme to be capable of becoming Effective either:

a)  resolutions to approve the Scheme at the Court Meeting and the General Meeting (or any adjournment of them) must be passed on or before 11 December 2021;

b)  Blue Prism and Bidco may agree, with the consent of the Panel, a revised date by which the resolutions must be passed; or

c)  Bidco would need to waive the provisions of Condition 2(a)(ii) of the Scheme;

or, otherwise, the Scheme will lapse.

Blue Prism has provided SS&C with due diligence access equal to that which was provided to Vista, and continues to make available further due diligence information on an equal basis to both Vista and SS&C in accordance with its obligations under Rule 21.3 of the Takeover Code in the interests of delivering best value to shareholders.

Currently, the board of Blue Prism has no further information to provide Blue Prism Shareholders, either with respect to the proposed Vista Acquisition or with respect to the likelihood of any firm offer from SS&C Technologies Holdings, Inc. ("SS&C"). The Board continues to evaluate the SS&C Proposal with its financial adviser and SS&C has not yet confirmed whether or not it intends to make a firm offer for Blue Prism.   Therefore, at this stage, the directors of Blue Prism continue to believe that the Vista Offer is in the best interests of Blue Prism Shareholders and continue to recommend it.

In order to preserve Blue Prism Shareholders' rights to vote on the Scheme and the Vista Acquisition whilst giving SS&C time to conduct its detailed due diligence and confirm its position, after careful consideration the board of Blue Prism is giving notice of the reconvening of the Court Meeting and the General Meeting so as to be held on 9 December 2021 at 4.00 p.m. and 4.05 p.m. (or as soon thereafter as the Reconvened Court Meeting concludes or is adjourned), respectively, at the offices of CMS Cameron McKenna Nabarro Olswang LLP, at Cannon Place, 78 Cannon Street, London, EC4N 6AF. The Shareholder Circular, containing notices of the Reconvened Court Meeting and the Reconvened General Meeting is being despatched to Blue Prism Shareholders today and will be available on the Company's website, subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Blue Prism's website at https://investors.blueprism.com.

Background

On 28 September 2021, the boards of Blue Prism and Bidco announced they had reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Blue Prism by Bidco at a price of 1,125 pence per Blue Prism Share , to be effected by means of the Scheme, a Court-sanctioned scheme of arrangement between Blue Prism and Scheme Shareholders under Part 26 of the Companies Act.

On 16 November 2021, the board of Blue Prism announced that it had received a preliminary approach from SS&C regarding a possible cash offer of 1,200 pence per Blue Prism Share for the entire issued and to be issued share capital of Blue Prism (the "SS&C Proposal") and that, as a result, the board of Blue Prism considered it to be in Blue Prism Shareholders' interests to adjourn the Court Meeting and the General Meeting in order to explore further the SS&C Proposal. Accordingly, on 19 November 2021, the Court Meeting and General Meeting were convened and then immediately adjourned.

In accordance with Section 4(c) of Appendix 7 of the Code, now that the date for the Reconvened Court Meeting and Reconvened General Meeting has been set, the Panel will in due course announce the deadline by which SS&C must clarify its intention in relation to Blue Prism.

 

The Shareholder Circular contains an expected timetable of principal events relating to the Vista Acquisition, which is also attached as an Appendix to this announcement. The dates and times given in the expected timetable are indicative only and are based on Blue Prism's current expectations and may be subject to change (including as a result of changes to the regulatory timetable and, in particular, the satisfaction (or, where permitted, waiver) of the Conditions to which the Scheme is subject including receipt (or  waiver of the requirement for receipt) of the regulatory clearances to which the Vista Acquisition is subject ). If any of the expected times and/or dates change, the revised times and/or dates will be notified to Blue Prism Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on Blue Prism's website https://investors.blueprism.com .

 

 

APPENDIX

Timetable update

An updated timetable for the Vista Acquisition is set out below:

All times shown in this document are London times, unless otherwise stated.

Event

Time and/or date

Latest time for lodging Forms of Proxy for the:


Reconvened Court Meeting (BLUE Form of Proxy)

4.00 p.m. on 7 December 2021(1)

Reconvened General Meeting (WHITE Form of Proxy)

4.05 p.m. on 7 December 2021(2)

Voting Record Time for the Reconvened Court Meeting and the Reconvened General Meeting

6.00 p.m. on 7 December 2021(3)

Reconvened Court Meeting

4.00 p.m. on 9 December 2021

Reconvened General Meeting

4.05 p.m. on 9 December 2021(4)

Court Hearing to sanction the Scheme

16 December 2021(5)

Last day of dealings in, for registration of transfers of, and disablement in CREST of, Blue Prism Shares

17 December 2021

Scheme Record Time

17 December 2021

Suspension of admission to trading of, and dealings in, Blue Prism Shares on AIM

7.30 a.m. on 20 December 2021

Effective Date

20 December 2021

Cancellation of admission to trading of Blue Prism Shares on AIM

21 December 2021

Latest date for despatch of cheques and settlement through CREST in respect of the Cash Consideration due to Scheme Shareholders

3 January 2022

 

 

(1)  The BLUE Form of Proxy for the Reconvened Court Meeting should be received by Link Group before 4.00 p.m. on 7 December 2021, or, if the Reconvened Court Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned Meeting (excluding any part of a day that is not a working day). BLUE Forms of Proxy not so received may be presented in person to the Chairman of the Reconvened Court Meeting or the relevant representative of Link Group at the Reconvened Court Meeting, before the commencement of the Reconvened Court Meeting.

(2)  The WHITE Form of Proxy for the Reconvened General Meeting must be lodged with Link Group before 4.05 p.m. on 7 December 2021 in order for it to be valid, or, if the Reconvened General Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned Meeting (excluding any part of a day that is not a working day). WHITE Forms of Proxy cannot be handed in after this deadline.

(3)  If a Meeting is adjourned, only those Scheme Shareholders (in the case of the Reconvened Court Meeting) and Blue Prism Shareholders (in the case of the Reconvened General Meeting) on the register of members of Blue Prism at 6.00 p.m. on the day which is two days before the adjourned Meeting (excluding any part of a day that is not a working day) will be entitled to attend and vote at such adjourned Meeting.

(4)  To commence at the time fixed or, if later, immediately after the conclusion or adjournment of the Reconvened Court Meeting.

(5)  At the Court Hearing, Scheme Shareholders may be present and be heard in person or through representation to support or oppose the sanctioning of the Scheme. Depending on the date of the Court Hearing, this right may be subject to HM Government instructions relating to COVID-19 and any guidelines issued by the Court. Blue Prism will give notice of any change(s) by issuing an announcement through a Regulatory Information Service.

 

The dates and times given in the expected timetable are indicative only and are based on Blue Prism's current expectations and may be subject to change (including as a result of changes to the regulatory timetable and, in particular, the satisfaction (or, where

permitted, waiver) of the Conditions to which the Scheme is subject including receipt (or waiver of the requirement for receipt) of the regulatory clearances to which the Vista Acquisition is subject ). If any of the expected times and/or dates change, the revised times and/or dates will be notified to Blue Prism Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on Blue Prism's website https://investors.blueprism.com .

 

CONTACT DETAILS

For further information please contact:

 Blue Prism Group plc

Tom Hull, Head of Investor Relations   +44 (0)77 3670 7407

 Investec Bank plc     +44 (0)20 7597 5970

Carlton Nelson

Ben Griffiths

 BoA Securities +44 (0)20 7628 1000

James Robertson

Oliver Elias

 Brunswick       +44 (0)20 7404 5959

Caroline Daniel

Diana Vaughton

Imran Jina

 ABOUT BLUE PRISM

Blue Prism is a leading player in intelligent automation for the enterprise, transforming the way work is done. Blue Prism has users globally in more than 2,000 businesses, including Fortune 500 companies. Blue Prism's intelligent automation platform connects both the human and digital workforce with systems, cognitive tools, applications and technologies, including AI, machine learning, OCR and the Blue Prism Digital Exchange, an ecosystem of ready-made automations available to business users at the click of a button. To learn more visit www.blueprism.com and follow us on Twitter @blue_prism and on LinkedIn.

 

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