Shawbrook recommends to reject 330p per share cash offer by Pollen Street and BC Partners
31 MAR 2017
Shawbrook Group PLC [SHAW:LSE] ("Shawbrook") notes the announcement released by Pollen Street Capital Limited ("Pollen Street") and BC Partners LLP ("BC Partners") (together, the "Consortium") of an offer for the entire issued and to be issued share capital of Shawbrook to be made by a new company, Marlin Bidco Limited, jointly owned by funds managed or advised by Pollen Street and BC Partners (the "Offer").
Under the terms of the Offer, Shawbrook shareholders would receive 330 pence per Shawbrook share in cash. In addition, subject to approval by Shawbrook shareholders at Shawbrook's AGM on 6 June 2017, Shawbrook shareholders would be entitled to retain the final dividend of 2.7 pence per Shawbrook share for the year ended 31 December 2016, announced by Shawbrook at its results on 7 March 2017.
The Offer price has not changed from the proposed terms that were previously rejected by the Board of Shawbrook on 6 March 2017. However, the Board notes the change in transaction structure from a scheme of arrangement to a takeover offer with an acceptance condition of 50 per cent plus one share.
The Board has concluded that it is not able to recommend the Offer. The Board therefore recommends that shareholders reject the Offer. The Board will in due course be communicating with shareholders to set out its views in more detail.
The Board is being advised by BofA Merrill Lynch and Goldman Sachs International in respect of the Offer.
Funds managed or advised by Pollen Street currently hold approximately 38.8% of the issued share capital of Shawbrook and Lindsey McMurray serves as the representative director of Pollen Street on the Board of Shawbrook. Accordingly, Lindsey McMurray has not been involved in the Board's consideration of the Offer.