Apex Group Ltd. reported a possible offer to acquire Sanne Group plc (LSE:SNN) for £1.5 billion on August 2, 2021. Apex Group Ltd. reached agreement on the terms and conditions to acquire Sanne Group plc on August 25, 2021. Apex Group Ltd. will make a possible offer for Sanne Group plc at a price of £9.20 per Sanne share in cash. The possible offer is subject to a limited number of pre-conditions, including the satisfactory completion of confirmatory due diligence. The cash consideration payable to the Sanne Shareholders under the terms of the Acquisition will be financed by a combination of (a) ordinary equity financing subscribed for by (or shareholder loans provided by) Genstar Capital Partners X, L.P, Genstar Capital Partners X (EU), L.P., TA Investors XIII, L.P., TA XIII-A, L.P., TA XIII-B, L.P., TA XIV-A, L.P. and TA XIV-B L.P. into Apex Parent, (b) proceeds from the sale of cumulative preferred shares (or PIK notes) issued by Apex Structured Holdings Ltd., an exempted company limited by shares incorporated under the laws of Bermuda ("Holdings") which is a subsidiary of Apex Parent, to Carlyle Credit Opportunities Fund II, L.P. and Carlyle Credit Opportunities Fund (Parallel) II, SCP and (c) bank debt to be provided by Bank of America, N.A., London Branch and Deutsche Bank AG New York Branch under first and second lien credit agreements to certain subsidiaries of Holdings, in each case, pursuant to arrangements in place on the date of this Announcement and the proceeds of which will be made available to Apex to pay that cash consideration. Apex does not expect any material change in the overall number of employees of Sanne, after taking into account the projected new roles, and also does not expect any material change to the conditions of employment and balance of skills and functions of the employees and management of the Sanne Group. Upon completion of the transaction, Rupert Robson, Nicola Palios, Sophie O'Connor, Mel Carvill, Julia Chapman, Yves Stein and Fernando Fanton have tendered their resignations and have stepped down from the Sanne Board. In addition, Apex has no intentions to redeploy the fixed assets of the Sanne Group. Apex has no plans to undertake any change in the locations of the places of business that Sanne currently operates in. It is intended that the London Stock Exchange and the FCA will be requested respectively to cancel trading in Sanne Shares on the London Stock Exchange. Transaction is subject to approval from shareholders of Sanne at general meeting and court meeting, antitrust approval, regulatory and third-party clearance. As of August 25, 2021, Board of Directors of Sanne unanimously approved the transaction. The Board of Sanne has indicated to Apex that the possible offer is at a value that the Board would recommend, should a firm intention to make an offer pursuant to Rule 2.7 of the Code be announced on such terms. In accordance with Rule 2.6(a) of the Code, Apex must, by not later than 5.00 p.m. on August 30, 2021, either announce a firm intention to make an offer for Sanne in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code. As of September 3, 2021, Cinven confirms that it does not intend to make an offer to Sanne under Rule 2.7 of the Code. As of October 5, 2021, shareholders of Sanne Group plc has approved the transaction. Antitrust clearances have been granted in Malta, Guernsey and the USA. Sanne and Apex continue to make headway with the regulatory change of control approvals required to effect the Scheme, with approvals in Mauritius, Malta and Cayman already received. Apex and Sanne are hopeful that all the remaining regulatory and antitrust conditions will be satisfied by the time of the Scheme Sanction Hearing. As of February 22, 2022, Sanne and Apex now received approvals in all jurisdictions other than South Africa, which is expected imminently, and Luxembourg. On August 2, 2022, the court had sanctioned the scheme at the scheme sanction hearing. The Acquisition is expected to become Effective in Q1, 2022. The Acquisition is expected to become Effective in the effective during Q2, 2022. As of May 23, 2022, the Long Stop Date is extended to September 19, 2022, and if the transaction has not become Effective on or prior to August 12, 2022, each Sanne Shareholder shall be entitled to receive an interim cash dividend of 5.5 pence per Share, without any consequential reduction in the consideration payable to Sanne Shareholders pursuant to the terms of the Acquisition.

Geoff Iles, Cara Griffiths, Richard Bos and Jack Williams of Merrill Lynch International and Ravi Gupta, Martin Tomaszewski and David Morrison of N M Rothschild & Sons Limited acted as financial advisors to Apex. Philip Noblet, Daniel Frommelt, Simon Hardy, James Thomlinson and William Brown of Jefferies International Limited and Nicholas Hall, Jeremy Capstick, Celia Murray and Harmeet Singh Chadha of J.P. Morgan Securities plc acted as financial advisors to Sanne. Deutsche Bank, London Branch are acting as financial adviser to Apex Parent. Kirkland & Ellis International LLP and, in respect of financing, Willkie Farr & Gallagher LLP are acting as legal advisers to Apex. Simon Wood of Addleshaw Goddard LLP and Carey Olsen Jersey LLP are acting as legal advisers to Sanne.

Apex Group Ltd. completed the acquisition of Sanne Group plc (LSE : SNN) on August 4, 2022.