Proposed combination of a majority of PSPI’s UK property portfolio with the European Care Group and notice of General Meeting
PSPI (AIM: PSPI), the specialist European real estate investment and financing company, announces that it has entered into a conditional agreement to combine the majority of the UK property portfolio of the Group (being the Company and its subsidiaries at the relevant time) with the assets and business of the European Care Group, the Group’s UK tenant in a non-cash transaction (the “Transaction”).
2. The proposed combination
The combination will be achieved by Esquire Realty Holdings Limited (“Esquire Realty”), a wholly owned subsidiary of Esquire Group Investments (Holdings) Limited (“Esquire”), the holding company of the European Care Group, acquiring certain of the Group’s subsidiary companies being HCP Stonelea Limited, Healthcare Properties UK Limited, Healthcare Properties (Oxford) Limited and Healthcare Properties LDK Limited (the “Sale Companies”) in consideration for the issue to PSPI of 20 per cent. of the ordinary share capital of Esquire (the “Consideration Shares”) and the issue of a subordinated secured loan note instrument in Esquire Consolidated Investment (Holdings) Limited (“ECIH”), a wholly owned subsidiary of Esquire, with the principal amount of £2.8 million (the “Loan Note”). Interest will not be paid in cash during the term of the Loan Note but will accrue at the rate of 5 per cent. per annum compounding annually, payable at maturity together with the principal on the note. The Loan Note maturity date is 5 years after the date of completion of the Transaction.
In addition to the Consideration Shares and the Loan Note, which are valued by the Board at a nominal value (see section 9 below), on completion of the Transaction Esquire will also procure the repayment in full by the Sale Companies of their outstanding debt facilities with Lloyds Banking Group (the “LBG Facility”) of £82 million plus the settlement of associated interest rate swap obligations of circa £5 million.
Following completion of the Transaction, Esquire will be the holding company of the European Care Group and the Sale Companies. Esquire will remain a private company whose shares are not, and will not be, admitted to trading on any stock exchange.
The Sale Companies, which own (directly or indirectly) 27 care home properties in the UK, with aggregate gross assets of approximately £154 million as at 31 December 2011, will be transferred to Esquire. Reflecting the total outstanding balance on the LBG Facility of £82 million, the estimated interest rate swap obligation of circa £5 million and deferred tax and other obligations of approximately £34 million, the value of the net assets being transferred as at 31 December 2011 is therefore £33 million. The Company has, however, been advised by Colliers International (“Colliers”), independent valuers that, absent the Transaction, the value of the net assets would have fallen significantly as at 30 June 2012.
Given its importance to the Company, and its size, the Transaction is, inter alia, subject to the approval of shareholders in a general meeting which is expected to be held at 11.00 a.m. on 24 July 2012 at Governance Partners L.P., First Floor, 7 Bond Street, St. Helier, Jersey, JE2 3NP. A circular will be sent to shareholders shortly setting out details of the Transaction and convening the general meeting referred to above. Subject to the satisfaction, or where relevant, waiver of all conditions, the Transaction is expected to complete by 30 July 2012. Those directors of the Company who hold shares have irrevocably undertaken to vote in favour of the resolution to approve the Transaction in respect of their own beneficial shareholdings, amounting in aggregate to 159,807 shares (representing approximately 0.15 per cent. of the issued ordinary share capital of the Company). Furthermore, each of Elliott International, L.P., USIGH Limited, and DBH Global Holdings Limited has irrevocably undertaken to vote in favour of the resolution to approve the Transaction at the general meeting in respect of their aggregate holdings of 76,231,855 shares amounting to 72.35 per cent. of the issued ordinary share capital of the Company.
The Board has given careful consideration to the possible impact on the Company of not completing the Transaction. Due to the low level of rent cover currently provided by the Sale Companies’ properties, the high loan to value ratio of the LBG Facility compared to the rest of the Group, the European Care Group’s own refinancing process, and potential difficulties of securing a third party refinancing against a backdrop of challenging debt markets, the Board believes that the Company will not be able to secure a standalone refinancing of the entirety of the LBG Facility on suitable terms by the scheduled maturity date of 4 September 2012. Failure to secure a full refinancing of the LBG Facility could result in a significant adverse financial impact being suffered by the Company including, ultimately, repossession or a forced sale of the assets against which the facility is secured. If these actions were taken, they could have an impact on the Company’s remaining UK assets leased to the European Care Group and associated debt facilities. These properties are currently performing well with higher levels of rent cover than the Sale Companies’ properties and much lower loan to value ratios.
3. Background to and reasons for the Transaction
The Company‘s shares were admitted to trading on AIM in March 2007. At that time the Company had a market capitalisation of £100 million and comprised a portfolio of property assets located in the UK, Switzerland and the United States of America. As part of the flotation, the Company raised cash of £31 million which was used for investment into the German care home market. The UK portfolio, comprised predominantly care home assets, represented approximately 79 per cent. of the Company’s asset base, all of which were leased to the European Care Group and were valued at a capitalisation rate of 6.25 per cent. with an unexpired lease term of 30 years. Occupancy in the UK portfolio at that time averaged 88 per cent. of registered beds and was supported by debt markets which typically offered 70 to 75 per cent. loan to value funding on 5 to 7 year terms at spreads of 1.25 per cent. to 1.5 per cent. per annum. The investment opportunity in Germany, which had similar demographic trends to the UK, focused on securing multiple operators of care homes with lease terms averaging 20 years at a net initial yield of 7.3 per cent. to 7.5 per cent. The Company also announced its intention to commence a progressive dividend policy, initially targeting a 6 per cent. dividend yield supported by index-linked leases against predominantly fixed financing which resulted in the Company’s net income increasing over time.
In the three years after admission of its shares to AIM, the Group acquired several assets in Germany at a gross purchase cost of approximately €58 million, additional properties in the UK at a gross purchase cost of approximately £24 million and refinanced and raised debt of approximately £100 million. In April 2010, the Company raised a further £21 million through an issue of new shares by way of a 8 for 15 open offer at 70 pence per new share. The primary purpose of the open offer was to raise funds for a capital expenditure programme to expand and refurbish a number of the Company’s UK care homes in exchange for rent increases on completion of the refurbishments.
Since 2008, the credit crisis and slowdown in international debt markets have made obtaining debt financing difficult with many commercial banks reducing their balance sheet exposures to the commercial property sector and, in particular, to care homes. In addition, alternative sources of funding have proven to be unviable for the Company in terms of tenor, price, loan to value, quantum and other terms and conditions. Alongside the credit squeeze there has been a significant deterioration in the finances of UK local government authorities which has resulted in the care home sector being impacted by lower levels of resident referrals. This has placed significant operational and financial pressures on third party care home operators. These factors contributed to the collapse in July 2011 of Southern Cross which was, at the time, the largest operator of care homes in the UK. Other large operators have also had well publicised problems, often as a result of challenging debt refinancing programmes. In some cases, these issues have only been resolved through lenders accepting significant debt for equity swaps as a means of reducing the operator’s indebtedness.
Since 2008, the European Care Group has experienced similar challenges to many of its peers, although its freehold ownership of a number of care homes has, to some extent, acted as a mitigating factor. The Company has experienced decreasing valuations of the UK portfolio as a result of lower rent covers provided by the European Care Group’s earnings. These earnings have been impacted largely by declining occupancy rates combined with increased payroll costs as a percentage of turnover. Furthermore, the capital expenditure programme in the UK has not been as successful as originally envisaged. This has been due to increased development costs, delays on completion of certain works and slower than anticipated increases in occupancy in the refurbished homes post completion.
As previously announced on 30 September 2011, at the time of the Group’s unaudited interim results for the six months ended 30 June 2011, the Board initiated a strategic review of all of the Group’s assets in each jurisdiction against the background of very restricted debt markets, Government austerity measures and local authority funding difficulties throughout the UK. The Board has been concerned that the LBG debt refinancing due in September 2012 could be a major challenge against the backdrop of these factors.
In the first half of 2012, the Company announced that it was in ongoing discussions with Esquire regarding potential combinations of some or all of the Group’s landlord companies with the European Care Group under a variety of transaction structures. These discussions have been held in parallel with the Group’s efforts to refinance the LBG Facility and potentially a simultaneous refinancing of other Group facilities on a standalone basis. After taking detailed market soundings, PricewaterhouseCoopers Debt and Capital Advisory, who were appointed to advise the Board on the LBG refinancing, have advised the Board that a standalone refinancing of the LBG Facility without a material deleveraging would not be possible on attractive terms under current market circumstances, and would in any event be conditional on the European Care Group first having concluded a refinancing of its owned and operated properties.
In addition, the Board was advised that the European Care Group’s rent burden had prevented it from raising additional capital to secure its own debt refinancing which in turn has meant that the Company would not be in a position to complete a refinancing of the entirety of the LBG Facility by September 2012 on a standalone basis. Therefore, the Board has limited options other than to pursue the combination of those assets of the Group secured by the LBG Facility with the European Care Group and a joint refinancing of the enlarged European Care Group with a group of banks on terms which the Board and its professional advisers consider to be more attractive than those which may have been achieved on a standalone basis. The joint refinancing of the existing European Care Group loan facilities and the LBG Facility will provide the combined group with a five year financial platform on attractive terms, enabling the European Care Group management to drive operational improvements within the business.
Implementation of the Transaction will involve the Company contributing total net assets included in its audited consolidated results for the year ended 31 December 2011 valued at approximately £33 million to the European Care Group in exchange for a 20 per cent. equity interest in Esquire, which will remain a private company whose shares are not and will not be admitted to trading on any stock exchange. The Company intends to retain the Consideration Shares and has no current intention for their sale. The aggregate net profits after tax attributable to the Sale Companies for the year ended 31 December 2011 were £4.3 million, prior to fair value losses on revaluation of investment properties of circa £17 million.
On completion of the Transaction, the European Care Group will have gross debt of approximately £326 million. Due to this level of debt, further declines in the independent valuation of the European Care Group’s assets and businesses, and the subordinated nature of the Loan Note, the Board believes that the Loan Note should initially be valued for accounting purposes at a nominal value. Whilst the Company will recognise a significant reduction in its reported net assets following completion of approximately £43 million, including write off of inter-company balances due from the Sale Companies and transaction costs, the Transaction will protect the Company’s £32 million of equity in its remaining UK assets and businesses leased to Esquire.
Colliers has indicated that the covenant strength of the European Care Group will improve post-completion of the Transaction and estimates a reduction of the capitalisation rate applied to the net rental income for these assets of circa 0.75 per cent., based on their pre-Transaction valuation. Furthermore, Colliers has indicated a valuation of the enlarged European Care Group’s gross freehold and leasehold assets of £331 million, assuming that the European Care Group performs in line with its business plan to 2016. The European Care Group would, if it performed in line with its business plan to 2016, would be expected to have net debt of approximately £259 million and outstanding Loan Note balances of approximately £57 million by 2016. However no assurances can be given that the European Care Group will perform in line with forecasts and the gross freehold and leasehold assets of the European Care Group could be worth substantially less in 2016.
4. Principal terms of the Transaction
Pursuant to the sale and purchase agreement (“SPA”) dated 4 July 2012, the Company has conditionally agreed to sell the Sale Companies to Esquire Realty, in consideration for: (i) the issue of the Consideration Shares by Esquire; and (ii) the issue of the Loan Note for the principal amount of approximately £2.8 million. In addition on completion of the Transaction, Esquire will procure the repayment in full by the Sale Companies of the LBG Facility amounting to £82 million plus £5 million of associated interest rate swap obligations. The Company (and the other relevant members of the Group who are party to the SPA) are providing an indemnity to Esquire Realty in respect of any historic corporation tax liabilities of the Sale Companies to the extent that such tax arises as a result of pre-completion events, and subject to an aggregate cap of £2 million. Under the SPA the Company and the other selling Group companies give certain warranties and indemnities to Esquire Realty. The warranties and indemnities are subject to a separate aggregate cap of £2 million. Further, the Company will pay a contribution of £600,000 in relation to pre-completion capital expenditure on the Sale Companies’ properties. Esquire Realty also has certain limited termination rights. Further details of the terms of the SPA and other transaction documents will be set out in the circular.
Following completion of the Transaction, the Company will own 20 per cent. of the ordinary share capital of Esquire. Holders of existing convertible unsecured loan notes (“CULS”) in the European Care Group (being FOFM-RPC International Investments II LLC (“FOFM”), European Real Estate Debt S.a.r.l (“ERED”), Mavuli Caboose Establishment (“Mavuli”) and 1492 Capital LLC (“1492”)) will convert a proportion of their holdings into Esquire ordinary shares with the balance remaining as debt. Accordingly, after such conversion and the investment of £7 million of new money, holders of the existing CULS will hold the following proportions of the issued ordinary share capital of Esquire on completion of the Transaction:
• ERED – 22.71 per cent.;
• FOFM – 21.99 per cent.;
• 1492 – 11.71 per cent.; and
• Mavuli – 11.59 per cent.
The balance of the ordinary share capital of Esquire will be held by the European Care senior management (11.0 per cent.) and Esquire Topco Limited (1.0 per cent).
The board of Esquire will comprise 7 directors. The Company will have the right to appoint one director to the board of Esquire. The Company’s nominated director will be Richard Barnes, a non-executive director of the Company. The CULS will have the right to appoint one director to the board of Esquire. The other Esquire directors will be Ted Smith, the Chief Executive of the European Care Group, David Manson, the Finance Director of the European Care Group, Colin Rutherford as Chairman and two offshore professional directors.
In addition, the main operating company within the European Care Group is European Care and Lifestyles (UK) Limited (“ECL”). The board of ECL will comprise 6 directors. The Company will have the right to appoint one director to the board of ECL. The Company’s nominated director will be its Chairman, Patrick Hall. The CULS will have the right to appoint one director to the board of ECL. The other ECL directors will be Ted Smith, David Manson, Colin Rutherford as Chairman and one additional non-executive director.
The board of Esquire Realty will comprise 7 directors. The Company will have the right to appoint one director to the board of Esquire Realty. The Company’s nominated director will be Richard Barnes. The CULS will have the right to appoint one director to the board of Esquire Realty. The other Esquire Realty directors will be Ted Smith, David Manson, Colin Rutherford as Chairman and two offshore professional directors.
5. Information on the European Care Group
The European Care Group specialises in providing care to approximately 3,500 people, ranging from children and adults with special needs, through to the elderly with nursing care needs at homes and services throughout England, Wales and Scotland.
Its objective is to provide premium quality care to service users on a profitable basis. Since its establishment in 2000, it has evolved to become one of the largest social care providers in the UK.
The European Care Group owns and operates care home properties across the UK, valued most recently at £319 million as at 30 April 2011 by Colliers. Approximately 50 per cent. of the European Care Group’s properties are freehold. The majority of the leasehold properties are leased from the Company. The European Care Group has two main operating divisions:
• European Care Homes, which works with elderly people who have care and support needs associated with dementia, palliative care, intermediate care, rehabilitation and physical impairments. The care of older people accounts for approximately 63 per cent. of the European Care Group’s turnover; and
• European Lifestyles, which works with children and adults with complex special lifestyle needs, including learning disabilities, mental health issues, acquired brain injuries and special educational requirements. Support is provided through a range of residential and supported living services for both children and adults, and specialist educational facilities.
The European Care Group business has a current capacity for 4,284 service users across residential care and supported living services at 139 services in England, Scotland and Wales, although this number is expected to increase by 2014 as current refurbishment programmes and new build projects are completed.
As at 29 June 2012 (being the latest practicable date prior to the date of this announcement) the total number of all beds and places registered with the relevant regulator in each regulatory jurisdiction was as follows:
• England: 3,047;
• Scotland: 660;
• Wales: 437; and
• Ofsted: 140.
As at 29 June 2012 (being the latest practicable date prior to the date of this announcement), the care home division accounted for 78 per cent. of capacity (number of operational beds) and for the financial year ended 31 December 2011 accounted for 52 per cent. of the European Care Group’s unaudited earnings before interest, taxes, depreciation, amortisation, and restructuring or rent costs.
Current services and facilities provided by the European Care Group
Source: European Care Group Management analysis and information
1 Total of 42 facilities (excluding supported living areas) leased from PSPI
2 Operational capacity as at 29 June 2012 was 4,284 operational beds/places (compared to 4,327 registered beds/places – excludes supported living spaces)
The key highlights of The European Care Group’s business are:
• growth in bed capacity from 552 operational beds in 2001 to 4,284 operational beds as at 29 June 2012;
• track record of identifying and implementing acquisitions;
• ability to integrate new businesses into the existing portfolio;
• a growing foothold in the market for supported living services for adults with specialist care needs, an important market sector and one for which local authorities and other commissioners have shown a preference over the traditional group living model;
• a children’s division specialising in supporting children with very complex needs and, as a result, one which has traditionally been less exposed to downward fee pressures;
• an experienced management team focused on achieving a high quality of care within its expanding suite of elderly and specialist care services; and
• a scalable operational infrastructure with the ability to support organic growth.
The European Care Group has historically adopted a highly acquisitive corporate strategy, buying and bolting-on businesses in both the elderly and specialist care fields to boost its market presence in both sectors.
With the European Care Group’s national footprint and diversity of service capabilities, its management believes it is well placed to take advantage of opportunities arising within any region of the UK and any specialist field in the social care sector.
The European Care Group manages its operations through decentralised teams, each with its own network of relationships with local communities, commissioners and regulators.
6. The continuing Group’s business
Following implementation of the Transaction, in addition to its equity and Loan Note holdings in Esquire and ECIH respectively, the Group will continue to own the following property assets:
• 10 care home properties, a school and resource centre for children and adults with special learning needs and an assisted living business let to the European Care Group in the UK. These properties are not part of the security package in favour of LBG and, accordingly, will not be transferred to the European Care Group as part of the Transaction. The retained UK portfolio is fully let, with no voids and has a weighted average unexpired lease term of 26 years and 9 months. 100 per cent. of rents are subject to indexation and the portfolio has a loan to value of 41 per cent. based on a portfolio valuation as at 31 December 2011;
• 14 care home properties on 10 sites with multiple tenants in Germany;
• the Etzelgut healthcare facility in Zurich, Switzerland; and
• 140 post offices in the United States let under a single master lease to the US Postal Service.
The Board has appointed independent advisers to review the Group’s options in respect of its non-UK portfolio and sale processes have been commenced in each of the non-UK jurisdictions. These processes are ongoing and no timetable has been set for their completion.
7. Future Group strategy and dividend policy
Following completion of the Transaction, the Company will continue to review the strategic options for the Group’s remaining UK assets, in parallel with the sale processes for the non-UK assets discussed above. The Company will also continue to review its dividend and distribution policy in the light of this strategic review. Further announcements in relation to the above will be made in due course, following completion of the Transaction.
8. Colliers’ valuation report
Colliers has prepared independent valuations of the Company’s assets on a standalone basis and the combined European Care Group’s assets post-Transaction for inclusion in the circular to shareholders. Colliers has indicated a current net valuation of the Group’s entire UK portfolio, assuming that the Transaction does not take place, of £135 million, which would represent a loan to value ratio of approximately 80 per cent. The portfolio was valued at £162 million as at 31 December 2011. The reduction in value reflects the declining operating performance of the European Care Group for much of the UK portfolio since 31 December 2011, lower projected growth in the European Care Group’s business and generally weaker market conditions.
The valuation report also indicates a combined valuation of assets owned and operated by the European Care Group of £230 million post-Transaction. Colliers has estimated that the value of the combined group could be £331 million assuming that those assets and businesses that have maturing trade have achieved the level of mature profitability indicated within the European Care Group’s management forecasts by 2016.
In addition, Colliers has indicated that the net investment value of the Company’s UK properties not included in the proposed combination would be £51 million, net of selling expenses. This compares to a valuation of £54 million, net of selling expenses as at 31 December 2011. As with the UK properties to be included in the Transaction, Colliers believes that the value of the remaining properties has been impacted by the factors highlighted above.
9. Unaudited pro-forma statement of net assets of the continuing Group
A consolidated pro-forma statement of net assets of the Company has been prepared, for inclusion in the circular to shareholders, assuming that the Transaction took place on 31 December 2011. The statement includes a summary of the audited consolidated net assets of the Company at 31 December 2011 and reflects the assets and liabilities being transferred to the European Care Group and other transaction-related adjustments.
The pro-forma statement shows a reduction in Company net assets from £114 million as at 31 December 2011 to £71 million immediately post-Transaction. This reduction is largely due to the fact that, for accounting purposes, the Board has valued the Consideration Shares and the Loan Note at a nominal value of £1,000, reflecting the significant level of debt post-Transaction which will be greater than the independently assessed valuation of the business. The unaudited pro-forma statement of net assets also reflects the unwinding of outstanding inter-company balances between the Sale Companies and other Group companies.
10. Current trading and prospects
The Company’s remaining UK portfolio will continue to be leased to the European Care Group. These assets are performing well, with rent cover of approximately 177 per cent. and occupancy of approximately 88 per cent. The Company will also retain the finance lease in respect of the domiciliary care business in the UK.
In relation to the Company’s non-UK properties in Germany, Switzerland and the US, the Company continues to review its options in respect of these assets and will report to the market on any developments at the appropriate time.
Based on a review of the European Care Group’s business plan, the Directors do not expect the Company to receive a dividend from its investment in the shares of Esquire for several years. During this time, the management of the European Care Group will focus on improving the underlying performance of its operations.
11. Risk factors
Shareholders should consider fully and carefully the risk factors associated with the Group, the European Care Group and the Transaction which will be set out in the circular.
12. Irrevocable undertakings
Each of Elliott International, L.P., USIGH Limited, and DBH Global Holdings Limited has irrevocably undertaken to vote in favour of the resolution at the General Meeting in respect of their aggregate holdings of 76,231,855 shares amounting to 72.35 per cent. of the issued ordinary share capital of the Company.
Furthermore, those directors of the Company who hold shares have irrevocably undertaken to vote in favour of the resolution in respect of their own beneficial shareholdings, amounting in aggregate to 159,807 shares (representing approximately 0.15 per cent. of the issued ordinary share capital of the Company).
The Board, which has received financial advice from Smith Square Partners, considers the Transaction to be fair and reasonable and in the best interests of the Company and its shareholders as a whole. In providing its advice, Smith Square Partners has relied upon the Directors’ commercial assessments.
Accordingly, the Board unanimously recommends that shareholders vote in favour of the resolution to be proposed at the General Meeting, to be included in the circular, to approve the Transaction. Those Directors who hold shares (being Richard Barnes, Neel Sahai and Alan Henderson) have irrevocably undertaken to vote in favour of the resolution in respect of their beneficial holdings amounting in aggregate to 159,807 shares representing approximately 0.15 per cent. of the Company’s issued ordinary share capital.
For further information please visit www.pspiltd.com or contact:
Dr. D. Srinivas
020 7766 7000
020 7766 7000
Smith Square Partners
0203 008 7145
(Nomad and Broker)
020 76012 6100
020 7920 3150
PricewaterhouseCoopers Debt and Capital Advisory, a division of PricewaterhouseCoopers LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Public Service Properties Investments Limited and for no one else in connection with the proposed transaction and is not advising any other person or treating any other person as its client in relation thereto and will not be responsible to anyone other than Public Service Properties Investments Limited for providing the protections afforded to clients of PricewaterhouseCoopers Debt and Capital Advisory, or for giving advice to any other person in relation to the proposed transaction, the contents of this document or any other matter referred to herein.
Smith Square Partners LLP which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser exclusively for Public Service Properties Investments Limited and for no one else in connection with the proposed transaction and is not advising any other person or treating any other person as its client in relation thereto and will not be responsible to anyone other than Public Service Properties Investments Limited for providing the protections afforded to clients of Smith Square Partners LLP, or for giving advice to any other person in relation to the proposed transaction, the contents of this document or any other matter referred to herein.
This announcement contains a number of forward-looking statements relating to the Group and European Care Group with respect to, amongst others: the financial condition; results of operations; economic conditions in which the Group operates and in which European Care Group will operate; the business of the Group and European Care Group; future benefits of the Transaction and management plans and objectives. The Company considers any statements that are not historical facts as “forward looking statements”. They relate to events and trends that are subject to risks and uncertainties that could cause the actual results and financial position of either the Group or European Care Group to differ materially from the information presented in the relevant forward-looking statement. When used in this announcement the words “estimate”, “project”, “intend”, “aim”, “anticipate”, “believe”, “expect”, “should” and similar expressions, as they relate to the Group and/or the European Care Group or the management, are intended to identify such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. Neither the Company nor any member of the Group or European Care Group undertake any obligation publicly to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, save in respect of any requirements under applicable laws, the AIM Rules and other regulations.