HarbourVest today announces a full and final cash offer to be made by HarbourVest Bidco for the entire issued and to be issued ordinary share capital of SVG Capital, to be implemented by way of a takeover offer within the meaning of Part 28 of the Companies Act 2006. Under the terms of the Offer, SVG Capital Shareholders will receive 650 pence in cash for each SVG Capital Share they hold, valuing the entire existing issued share capital of SVG Capital at approximately GBP1,015 million.
HarbourVest believes the all-cash Offer is highly attractive for SVG Capital Shareholders, representing a compelling value proposition at a low discount to SVG Capital’s last published net asset value (“NAV”) (as at 30 April 2016) and a significant premium to the SVG Capital Share price as at 9 September 2016 (being the last Business Day prior to the commencement of the Offer Period).
The final Offer price of 650 pence for each SVG Capital Share represents:
- a premium of approximately 14.7% over the Closing Price of 566.5 pence per SVG Capital Share on 9 September 2016, being the last Business Day prior to the commencement of the Offer Period;
- a premium of approximately 23.1% to the average Closing Price of 528.1 pence per SVG Capital Share over the six month period ended 9 September 2016;
- a discount of approximately 2.4% to SVG Capital’s last published NAV per SVG Capital Share of 666 pence as at 30 April 2016. This discount is significantly lower than the long-term discount at which SVG Capital’s Share price has traded as compared to its published NAV, for example:
- a 20.2% average discount to published NAV per SVG Capital Share over the one year period ended 9 September 2016; and
- a 20.3% average discount to published NAV per SVG Capital Share over the five year period ended 9 September 2016; and
- a premium to the highest Closing Price for SVG Capital Shares since the onset of the global financial crisis in July 2008 (being 640 pence on 19 September 2008).
The Offer is expressed to be final, which means under the City Code that it cannot be increased.
HarbourVest Bidco has received an irrevocable undertaking from a SVG Capital Shareholder in respect of 31,221,994 SVG Capital Shares and letters of intent from SVG Capital Shareholders to accept the Offer in respect of a total of 35,419,782 SVG Capital Shares. These represent, in aggregate, approximately 20.0% and 22.7%, respectively, and together 42.7%, of the issued share capital of SVG Capital as at 9 September 2016 (being the last Business Day prior to the commencement of the Offer Period). The irrevocable undertaking remains binding in the event of a higher, or any other, bid or offer for SVG Capital.
Update
SVG has responded to the bid saying: “The Board urges its shareholders to take no action at this time as the Company will publish its interim results on Tuesday 20th September. Shareholders will then have the relevant information on the Company and its performance with which to consider the offer.”
SVI : Harbourvest bid for SVG