22 September 2016
Sentry Holdings Limited ("Sentry") and TIG Topco Limited ("Towergate") acknowledges the offer (the “Offer”) by Tango Investments LLC (a vehicle established by funds managed or advised by Madison Dearborn Partners, LLC) (the “Offeror") today to purchase all the shares in Sentry and Towergate.
Commenting on the Offer, David Ross, Chief Executive Officer of Towergate, said: “Madison Dearborn Partners are a large and highly experienced investor and their desire to buy a stake in Towergate is a another vote of confidence in our unique platform, strategy and future ambition. At the same time, we are pleased that our core shareholders have each committed to retain their current holdings, with HPS Investment Partners in particular maintaining its current position as our majority shareholder for the foreseeable future.”
Towergate and its majority shareholder Sentry have elected to express no opinion and remain neutral towards the Offer because they are not in a position to express a view with regards to the structure or terms of the Offer which were discussed and agreed exclusively between the Offeror and the HPS Shareholders (as defined below) and (only insofar as their respective participations in the Offer and matters referenced below are concerned) funds and accounts managed or advised by KKR Credit Advisors (US) LLC or its affiliates (“the KKR Shareholders”) and funds and accounts managed or advised by Bain Capital Credit, LP or its affiliates (“the Bain Capital Credit Shareholders”).
The announcements above are made pursuant to Rule 14e-2 under the Securities Exchange Act of 1934.
Further, Sentry and Towergate announce that in connection with the Offer, they have received a commitment deed from each of the Offeror and shareholders who are funds managed, advised and/or controlled by HPS Investment Partners, LLC (formerly known as Highbridge Principal Strategies, LLC) or its affiliates (the “HPS Shareholders”) undertaking not to transfer any shares held by them in Sentry or Towergate to any third party for periods of up to 5 years after completion of the Offer.
Sentry and Towergate also announce that Towergate has received an irrevocable voting proxy and Sentry has received a voting instruction from the HPS Shareholders to vote in favour of the first capital raising following completion of the Offer subject to the following conditions: (i) such capital raising occurring on or before 31 March 2017; (ii) the aggregate number of Towergate ordinary shares issued pursuant to such capital raising not resulting in the nominal value of the issued share capital of Towergate increasing by more than £800,000; (iii) the capital raising is otherwise conducted in accordance with the existing shareholders’ deed relating to the Towergate group and (iv) applicable regulatory approvals being obtained. Towergate has also received from the HPS Shareholders a letter of waiver of the HPS Shareholders’ pre-emption rights relating to such capital raising.
Towergate has also received an irrevocable voting proxy and Sentry has received a voting instruction from the KKR Shareholders and Bain Capital Credit Shareholders who are shareholders of Towergate and Sentry respectively, to vote in favour of future capital raisings (other than the first one after completion of the Offer) provided that such capital raisings are done in accordance with the existing shareholders’ deed relating to the Towergate group and, for so long as the relevant KKR Shareholders or Bain Capital Credit Shareholders respectively hold in aggregate at least 4% of the voting rights in Towergate (unless otherwise approved by Shareholder Supermajority Approval for the purposes of the shareholder’s deed relating to the Towergate group), are supported by a fairness opinion of an independent investment bank stating that the issue is fair from a financial point of view to all shareholders.
Sentry and Towergate have also received a commitment deed from the KKR Shareholders and the Bain Capital Credit Shareholders undertaking (among other things) not to transfer any shares held by them in Sentry or Towergate after completion of the Offer to any third party without requiring the third party to deliver to Sentry and Towergate a voting proxy and instruction to approve subsequent rights issues in the form given by the Bain Capital Credit Shareholders and the KKR Shareholders.