On 12 March 2018 Hildyard J. sanctioned a scheme pursuant to Part 26 CA 2006 providing for the acquisition of the entire issued ordinary share capital of Aldermore Group Plc ("the Company") by FirstRand International Limited ("FirstRand"). The Company was established in 2009 by funds advised by AnaCap Financial Partners to launch a bank to compete with the incumbent banks and at the time of acquisition had approximately 230,000 customers. Its ordinary shares were admitted to trading on the London Main Market and the Company was a constituent member of the FTSE 250 leading share index.
Ultimately, FirstRand is owned by FirstRand Ltd, the largest financial institution in Africa by market capitalisation and whose shares are listed on the Johannesburg and Namibian Stock Exchanges.
The Company was advised by Linklaters LLP. Andrew Thornton was scheme counsel.
The scheme was structured as a transfer scheme and provided for consideration of 313 pence in cash for each ordinary share in the Company acquired under the scheme. The consideration represented a premium to the undisturbed price of the Company's shares and valued the Company's entire capital at approximately £1.1 billion. The scheme was unanimously recommended by the directors of the Company who were advised by J.P. Morgan, RBC Capital Markets and Lazard & Co.
A single class meeting was ordered by Deputy ICC Judge Baister on the basis that the Scheme provided the same deal for all scheme shareholders, namely the acquisition of their shares by FirstRand in exchange for cash consideration.
Ahead of the shareholder meeting, FirstRand had obtained irrevocable undertakings over 26.3% of the Company's share capital.
At the meeting, the members voting approved the Scheme by a majority of 98% in number and 99.9% in value. The turnout was 28.7% in number and 59.1% in value.
In sanctioning the Scheme, Hildyard J. confirmed he was satisfied that the test set out in Re TDG plc [2009] 1 BCLC 445 was met in that:
(1) the provisions of the CA 2006 had been complied with;
(2) the court was satisfied that the voting shareholders fairly represented the Scheme Shareholders and there was no evidence to suggest that they were acting other than bona fide when approving the Scheme;
(3) the Scheme was one that an intelligent and honest person, a member of the class concerned and acting in his own interest, might reasonably approve; and
(4) there was no blot on the Scheme.
Hildyard J sought and was given confirmation that all regulatory approvals had been obtained to allow the transaction to proceed.
All relevant transaction documents are available from www.fromcounsel.com