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Blue Prism Group PLC (PRSM)

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Thursday 13 January, 2022

Blue Prism Group PLC

Result of Meetings

RNS Number : 4091Y
Blue Prism Group PLC
13 January 2022
 

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

FOR IMMEDIATE RELEASE

13 JANUARY 2022

RECOMMENDED CASH ACQUISITION

OF

BLUE PRISM GROUP PLC ("BLUE PRISM")

by

BOLT BIDCO LIMITED ("BIDCO")

(a wholly owned indirect subsidiary of SS&C Technologies Holdings, Inc. ("SS&C"))

to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006

RESULTS OF COURT MEETING AND GENERAL MEETING HELD ON 13 JANUARY 2022

On 1 December 2021, the boards of Blue Prism and Bidco announced that 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 (the "Acquisition"), to be effected by means of a Court-sanctioned scheme of arrangement between Blue Prism and Scheme Shareholders under Part 26 of the Companies Act (the "Scheme").

Blue Prism is pleased to announce the results of the Court Meeting and General Meeting held today, in connection with the Acquisition.

Full details of the resolutions that were proposed are set out in the notices of the Court Meeting and General Meeting contained in the scheme document published on 16 December 2021 in connection with the Acquisition (the "SchemeDocument").

At the Court Meeting, the requisite majority of Scheme Shareholders voted in favour of the resolution to approve the Scheme.

At the General Meeting, the requisite majority of Blue Prism Shareholders voted to pass the Special Resolution to approve and implement the Scheme (including, without limitation, the amendment of Blue Prism's articles of association and the re-registration of Blue Prism as a private limited company).

Voting results of the Court Meeting

The results of the poll at the Court Meeting are set out in the table below. Each Scheme Shareholder present in person or by proxy, in each case including through the Virtual Meeting Platform, was entitled to one vote for each Scheme Share held at the Voting Record Time.

 

 

 

Results of Court Meeting

Number of Scheme Shares voted

Percentage of Scheme Shares voted (3)

Number of Scheme Shareholders who voted

Percentage of Scheme Shareholders who voted (3)

Number of Scheme Shares voted as a percentage of the issued ordinary share capital eligible to be voted at the Court Meeting (2)

For ( 1)

54,656,323

98.26%

137

84.57%

56.27%

Against

967,988

1.74%

25

15.43%

1.00%

Total

55,624,311

100%

162

100%

57.26%

(1) Any proxy appointments which gave discretion to the Chairman have been included in the vote 'For' total.

(2) The total number of Scheme Shares in issue and eligible to vote on the Scheme at the Voting Record Time was 97,137,446.

(3) Rounded to two decimal places.

 

 

Voting results of the General Meeting

The results of the poll at the General Meeting are set out in the table below. Each Blue Prism Shareholder present in person or by proxy was entitled to one vote for each Blue Prism Share held at the Voting Record Time.

Results of General Meeting

Number of Blue Prism Shares voted

Percentage of Blue Prism Shares voted (4)

Number of Blue Prism Shares voted as a percentage of the total number of Blue Prism Shares in issue (3)(4)

For (1)

55,604,928

98.34%

57.24%

Against

940,991

1.66%

0.97%

Withheld (2)

19,903

-

-

Total

56,545,919

100%

58.21%

(1) Any proxy appointments which gave discretion to the Chairman have been included in the vote 'For' total.

(2) A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' the Special Resolution.

(3) The total number of Blue Prism Shares in issue at the Voting Record Time was 97,137,446, of which none were held in treasury. Consequently, the total number of voting rights in Blue Prism at the Voting Record Time were 97,137,446.

(4) Rounded to two decimal places.

 

Effective Date and Timetable

The outcome of today's meetings means that Conditions 2(a) and 2(b) (as set out in Part A of Part 3 of the Scheme Document) have been satisfied. The Acquisition remains subject to the satisfaction or (if capable of waiver) waiver of the remaining Conditions, including: (i) certain competition and regulatory approvals; and (ii) the sanction of the Scheme by the Court.

The expected timetable of principal events for the implementation of the Scheme remains as set out in the Scheme Document. An update to the expected timetable, including the time and date of the Court Hearing, will be announced through a Regulatory Information Service following receipt of the competition and regulatory approvals. Subject to the Scheme being sanctioned by the Court at the Court Hearing and the delivery of the Court Order to the Registrar of Companies, the Scheme is expected to become Effective on the second Business Day following the Court Hearing, which is expected to occur during the first or second quarter of 2022.

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). 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. 

General  

Copies of the resolutions passed at the Court Meeting and the General Meeting will be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism . The Scheme Document is also available for inspection on the National Storage Mechanism.

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document, a copy of which is available, subject to certain restrictions relating to persons in Restricted Jurisdictions, on Blue Prism's website https://investors.blueprism.com.

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Enquiries

Blue Prism

Tom Hull, Head of Investor Relations

 

+44 (0) 77 3670 7407

Brunswick Group LLP (PR adviser to Blue Prism)

Caroline Daniel

Diana Vaughton

Imran Jina

 

+44 (0) 20 7404 5959

Qatalyst Partners (Lead Financial Adviser and Rule 3 Adviser to Blue Prism)

Jason DiLullo

Peter Spofforth

 

+44 (0) 20 3700 8820

BofA Securities (Joint Financial Adviser and Corporate Broker to Blue Prism)

James Robertson

Oliver Elias

Alex Newman

 

+44 (0) 20 7628 1000

Investec Bank (Joint Financial Adviser, Corporate Broker and Nominated Adviser to Blue Prism)

Carlton Nelson

Ben Griffiths

Sebastian Lawrence

 

+44 (0) 20 7597 5970

Important Notices

Qatalyst Partners, which is authorised in the UK by the Financial Conduct Authority, is acting exclusively as financial adviser to Blue Prism and no one else in connection with the Acquisition and will not be acting for any other person and will not be responsible to any person other than Blue Prism for providing the protections afforded to clients of Qatalyst Partners or for advising any other person in respect of the matters referred to in the Scheme Document. No representation or warranty, express or implied, is made by Qatalyst Partners as to the contents of the Scheme Document.

Investec Bank is authorised by the Prudential Regulation Authority and regulated in the UK by the Prudential Regulation Authority and the Financial Conduct Authority. Investec Bank is acting for Blue Prism and no one else in connection with the Acquisition and will not regard any other person (whether or not a recipient of the Scheme Document) as a client in relation to the matters referred to in the Scheme Document and will not be responsible to anyone other than Blue Prism for providing the protections afforded to Investec Bank's clients, nor for providing advice in connection with any other matter, transaction or arrangement referred to in the Scheme Document. No representation or warranty, express or implied, is made by Investec Bank as to the contents of the Scheme Document.

BofA Securities, a subsidiary of Bank of America Corporation, 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 exclusively for Blue Prism in connection with the Acquisition and for no one else and will not be responsible to anyone other than Blue Prism for providing the protections afforded to its clients or for providing advice in relation to the subject matter of the Scheme Document or any other matters referred to in the Scheme Document. No representation or warranty, express or implied, is made by BofA Securities as to the contents of the Scheme Document.

Further Information

This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise.  The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document. Blue Prism Shareholders are strongly advised to read the formal documentation in relation to the Acquisition. Each Blue Prism Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences to it (or its beneficial owners) of the Acquisition.

This announcement has been prepared for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

The Scheme Document has been prepared for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if the Scheme Document had been prepared in accordance with the laws of jurisdictions outside of England.

The release, publication or distribution of the Scheme Document in or into certain jurisdictions other than the UK may be restricted by law. Persons who are not resident in the UK or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. The availability of the Acquisition to Blue Prism Shareholders who are not resident in the UK may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the UK should inform themselves of, and observe, any applicable requirements, as any failure to comply with such requirements 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 Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Blue Prism, Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition is not being made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, copies of the Scheme Document and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving the Scheme Document and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, 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 Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The Acquisition is subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the AIM Rules and the Financial Conduct Authority.

The Scheme Document does not constitute a prospectus or prospectus equivalent document.

Further details in relation to Blue Prism Shareholders in overseas jurisdictions are contained in the Scheme Document.

Additional Information for US Investors

The Acquisition is being made to acquire the securities of an English company by means of a scheme of arrangement provided for under the law of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Exchange Act. Accordingly, the Scheme is subject to disclosure requirements and practices applicable in the UK to schemes of arrangement, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in the Scheme Document has been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. If Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer would be made in compliance with applicable US laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a Takeover Offer would be made in the US by Bidco and no one else.

The receipt of cash pursuant to the Acquisition by a US Blue Prism Shareholder as consideration for the transfer of its Blue Prism Shares pursuant to the Scheme will likely be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Blue Prism Shareholders are urged to consult their independent professional advisers immediately regarding the tax consequences of the Acquisition applicable to them.

It may be difficult for US Blue Prism Shareholders to enforce their rights and claims arising out of the US federal securities laws, since Blue Prism is located in a country other than the US, and some or all of its officers and directors may be residents of countries other than the US. US Blue Prism Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's jurisdiction and judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, Blue Prism Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, each of BofA Securities and Investec Bank will continue to act as a connected exempt principal trader in Blue Prism Shares on the London Stock Exchange. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com .  

Forward looking statements

The Scheme Document (including information incorporated by reference in the Scheme Document), oral statements made regarding the Acquisition, and other information published by SS&C, Bidco or Blue Prism contain statements about the SS&C Group and the Blue Prism Group that are or may be deemed to be forward looking statements. All statements other than statements of historical facts included in the Scheme Document may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "shall", "should", "anticipates", "estimates", "projects", "is subject to", "budget", "scheduled", "forecast" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements 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 SS&C Group's or the Blue Prism Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the SS&C Group's or the Blue Prism Group's business.

Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco, SS&C and Blue Prism (as relevant) about future events, and are therefore subject to 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, including: increased competition, the loss of or damage to one or more key customer relationships, the failure of one or more key suppliers, the outcome of business or industry restructuring, the outcome of any litigation, changes in economic conditions, currency fluctuations, changes in interest and tax rates, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines, technological developments, the failure to retain key management, or the timing and success of future acquisition opportunities or major investment projects. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward looking statements. Such forward looking statements should therefore be construed in the light of such factors. Neither Bidco nor Blue Prism, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in the Scheme Document will actually occur. 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 hereof. All subsequent oral or written forward looking statements attributable to any member of the SS&C Group or the Blue Prism Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

Bidco and Blue Prism expressly disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. 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) of the Takeover Code applies must be made by no later than 3.30 p.m. on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. 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 per cent. 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 of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover Code applies must be made by no later than 3.30 p.m. 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 of the Takeover Code.

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 either of them (see Rules 8.1, 8.2 and 8.4 of the Takeover 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 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.

Publication on Website and Availability of Hard Copies

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, free of charge on Blue Prism's website https://investors.blueprism.com   and on SS&C's website at https://investor.ssctech.com/ Possible-Offer-for-Blue-Prism/. For the avoidance of doubt, the contents of the websites referred to in this announcement are not incorporated into and do not form part of this document .

 

 

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