12/09/2022

Dye & Durham provides update on Link Group acquisition and the UK’s Financial Conduct Authority regulatory approval

TORONTO, Sept. 12, 2022 /CNW/ – Dye & Durham Limited (TSX: DND) (“Dye & Durham” or the “Company”), a leading provider of cloud-based, efficient workflow software for legal and business professionals, today provided an update regarding its proposed acquisition of Link Administration Holdings Limited (ASX: LNK) (“Link Group”) and the related UK Financial Conduct Authority’s (“FCA”) regulatory approval process.

The FCA has delivered a Warning Notice to Dye & Durham stating that it is proposing to approve the Company’s acquisition of Link Fund Solutions Limited (“LFS”) subject to conditions, which are subject to finalization.

The currently proposed conditions provide that the FCA will not approve the proposed acquisition unless Dye & Durham undertakes to cover any shortfall in the value of the assets of Link Fund Solutions Limited (“LFS”), up to a maximum of £306 million (approximately A$523 million or C$465 million) in relation to any restitution and/or redress payments that the FCA may levy on LFS in relation to its management of the LF Woodford Equity and Income Fund (“Woodford Fund”). For certainty, the process by which any restitution and/or redress liability is decided is still underway and no determinations in that respect have been made.

The Woodford Fund was a £3 billion (approximately A$5.13 billion or C$4.56 billion) investment fund that collapsed in 2019 after it was unable to repay investors. The FCA commenced an enforcement investigation into LFS, which was responsible for managing the Woodford Fund, including its liquidity, in June 2019. In its latest audited financials, released on August 30, 2022, Link Group disclosed that no provision for contingent liability has been made by it in respect of the Woodford Fund matters.

Dye & Durham is currently assessing the impact of the proposed condition on the proposed acquisition of Link Group. If Dye & Durham is unable to accept the FCA’s conditions, one of the conditions precedent in the proposed Link Group acquisition’s scheme implementation deed (the “scheme”) would not be capable of being satisfied.

Dye & Durham is not a party to the FCA’s enforcement investigation of LFS. The Company is supportive of any resolution which would result in the Woodford fund holders being appropriately compensated, to the extent that the FCA’s investigation ultimately concludes that there were failings by LFS which contributed to investor losses.

Dye & Durham is in active discussions with Link Group to find a resolution with respect to the matters set out in this press release that will allow the proposed transaction to proceed. The Company will provide an update on the proposed acquisition and its timing when it is legally required or otherwise appropriate to do so.

As part of the FCA’s regulatory approval process, Dye & Durham received change-of-control approval from the FCA with respect to six of the seven UK-regulated entities owned by Link Group.

About Dye & Durham

Dye & Durham Limited is a leading provider of cloud–based software and technology solutions designed to improve efficiency and increase productivity for legal and business professionals. Dye & Durham provides critical information services and workflows, which clients use to manage their process, information and regulatory requirements. The Company has operations in Canada, the United Kingdom, Ireland and Australia, and has a strong blue-chip customer base that includes law firms, financial service institutions, and government organizations.

Additional information can be found at https://dyedurham.com

Forward-looking Statements

This press release may contain forward-looking information within the meaning of applicable securities laws, which reflects the Company’s current expectations regarding future events, including statements relating to the proposed acquisition, the FCA’s proposed conditions in respect of a change-of-control of LFS and the Company’s engagement with the FCA and Link Group, respectively, in respect thereof, the ability of the conditions precedent to the scheme being satisfied, and the expected closing of the proposed acquisition. In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements. Forward-looking statements are not historical facts, nor guarantees or assurances of future performance but instead represent management’s current beliefs, expectations, estimates and projections regarding future events and operating performance.

Such forward-looking information is necessarily based on a number of opinions, estimates and assumptions. Forward-looking information is also subject to a number of risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to, the risk associated with the Company’s and Link Group’s ability to obtain the approvals that are required to consummate the proposed transaction (include the approval of the FCA), the ability of the Company to satisfy any conditions imposed on it in connection therewith (including any conditions imposed by the FCA) and the timing of the closing of the proposed transaction, including the risk that the conditions to the transaction are not satisfied on a timely basis or at all and the failure of the transaction to close for any other reason; the risk that a consent or authorization that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated or capable of being satisfied, or that otherwise negatively impact the proposed acquisition or the Company; the outcome of any legal proceedings that may be instituted against the parties and others related to the acquisition agreement; unanticipated difficulties or expenditures relating to the transaction, the response of business partners and retention as a result of the announcement and pendency of the transaction; the Company being unable to realize expected synergies; and the diversion of management time on transaction-related issues, as well as the factors discussed under “Risk Factors” in the Company’s most recent annual information form. If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. Accordingly, investors should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this news release represents the Company’s expectations as of the date of this news release, and are subject to change after such date. The Company disclaims any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as expressly required under applicable law.

 

For investor inquiries, please contact: Ross Marshall, LodeRock Advisors Inc., [email protected], 416.526.1563

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