TIDMACM
RNS Number : 3286J
Accumuli PLC
02 April 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN
PART), DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY RESTRICTED
JURISDICTION (INCLUDING THE UNITED STATES, CANADA, AUSTRALIA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA AND NEW ZEALAND) OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
Recommended Acquisition of
Accumuli plc
by
NCC Group plc
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Publication and Posting of Scheme Document and Prospectus
On 24 March 2015, the Boards of NCC Group plc ("NCC Group") and
Accumuli plc ("Accumuli") announced that they had reached agreement
on the terms of a recommended offer pursuant to which NCC Group
will acquire the entire issued and to be issued ordinary share
capital of Accumuli (the "Acquisition"). As outlined in that
announcement, the Acquisition is to be effected by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme").
Accordingly, Accumuli announces that it is today posting to
Accumuli Shareholders a scheme document relating to the Acquisition
(the "Scheme Document"), together with the associated Forms of
Proxy and Form of Election and a Prospectus being published by NCC
Group (the "Prospectus"). The Scheme Document sets out, amongst
other things, the full terms and conditions of the Scheme, an
explanatory statement, notices of the required meetings, a
timetable of principal events and details of the action to be taken
by Accumuli Shareholders. The Prospectus summarises further
information on NCC Group.
As further detailed in the Scheme Document, to become effective,
the Scheme will require, amongst other things, the approval of
Scheme Shareholders at the Court Meeting and the passing of a
Special Resolution at the General Meeting, and then the approval of
the Court. Notices convening the Court Meeting and the General
Meeting, commencing at 10.00 a.m. and 10.15 a.m. (or as soon
thereafter as the Court Meeting is concluded or adjourned),
respectively, on 23 April 2015 at the offices of Squire Patton
Boggs (UK) LLP, 7 Devonshire Square, London EC2M 4YH, are contained
in the Scheme Document.
The Scheme Document and the Prospectus will also be available,
subject to certain restrictions, on Accumuli's website
(www.accumuli.com) and on NCC Group's website
(www.nccgroup.trust).
Subject to approval at the relevant meetings, Court approval and
the satisfaction or waiver of the other Conditions set out in the
Scheme Document, the Scheme is expected to become effective on 30
April 2015.
The expected timetable of principal events is attached as an
Appendix to this announcement.
Holders of Accumuli Shares should carefully read the Scheme
Document and the Prospectus in their entirety before making a
decision with respect to the Scheme.
All references to time in this announcement are to London time.
Capitalised terms used but not defined in this announcement have
the meanings set out in the Scheme Document.
Information for Accumuli Shareholders
A shareholder helpline is available for Accumuli Shareholders.
If you have any questions about this announcement, the Scheme, the
Court Meeting or the General Meeting, or are in any doubt as to how
to complete the Forms of Proxy or the Form of Election, please call
Equiniti Limited, the receiving agent for the Acquisition, between
8.30 a.m. and 5.30 p.m. on Monday to Friday (except UK public
holidays), on 0871 384 2050 from within the UK (calls cost 8 pence
per minute (excluding VAT) plus network extras) or on +44 121 415
0259 if calling from outside the UK (calls from outside the UK will
be charged at the applicable rate). Please note that calls may be
monitored or recorded and Equiniti Limited cannot provide legal,
tax or financial advice or advice on the merits of the Scheme.
Enquiries:
NCC Group
Rob Cotton, CEO Tel: +44 (0) 161
Atul Patel, Finance Director 209 5251
Accumuli
Gavin Lyons, CEO Tel: +44 (0)1256
Ian Winn, Finance Director 303 700
Peel Hunt LLP (financial adviser
and broker to NCC Group)
Charlie Batten / Richard Brown Tel: +44 (0)20
/ Dan Webster 7418 8900
Rickitt Mitchell & Partners
Limited (financial adviser
to NCC Group)
Stuart Moss / Alex Wilson Tel: +44 (0)161
834 0600
Instinctif Partners (PR to Tel: +44 (0)20
NCC Group) 7457 2020
Adrian Duffield / Lauren Foster
/ Chantal Woolcock
Oakley Capital (financial adviser
to Accumuli, for the purposes
of Rule 3 of the Takeover Code)
Chris Godsmark / Marc Jones Tel: +44 (0)20
7766 6900
MXC Capital (financial adviser
to Accumuli)
Marc Young Tel: +44 (0) 20
7801 9596
finnCap (NOMAD and Broker to
Accumuli)
Charlotte Stranner / Christopher Tel: +44 (0) 20
Raggett (Corporate Finance) 7220 0500
Victoria Bates (Corporate Broking)
Newgate Threadneedle
Adam Lloyd Tel: +44 (0)20
7653 9850
Important notices
MXC Capital Advisory LLP, which is authorised and regulated by
the FCA, is acting exclusively for Accumuli as its financial
adviser and for no one else in connection with the Acquisition and
other matters referred to in this announcement and will not be
responsible to anyone other than Accumuli for providing the
protections afforded to clients of MXC Capital or for providing
advice in relation to the Proposals, the content of this
announcement or any matter or arrangement referred to herein.
Oakley Capital Limited, which is authorised and regulated by the
FCA, is acting exclusively for Accumuli as its financial adviser
for the purposes of Rule 3 of the Takeover Code and no one else in
connection with the Acquisition and other matters referred to in
this announcement and will not be responsible to anyone other than
Accumuli for providing the protections afforded to clients of
Oakley Capital or for providing advice in relation to the
Proposals, the content of this announcement or any matter or
arrangement referred to herein.
finnCap Ltd, which is authorised and regulated by the FCA, is
acting as nominated adviser and corporate broker to Accumuli and
for no one else in connection with the Acquisition and other
matters referred to in this announcement and will not be
responsible to anyone other than Accumuli for providing the
protections afforded to clients of finnCap or for providing advice
in relation to the Proposals, the content of this announcement or
any matter or arrangement referred to herein.
Peel Hunt LLP, which is authorised and regulated by the FCA, is
acting as sponsor, corporate broker and joint financial adviser to
NCC Group and no one else in connection with the Acquisition and
other matters referred to in this announcement and will not regard
any other person as its client in relation to the matters set out
in this announcement and will not be responsible to anyone other
than NCC Group for providing the protections afforded to clients of
Peel Hunt, nor for providing advice in relation to any matter
referred to herein.
Rickitt Mitchell & Partners Limited, which is authorised and
regulated by the FCA, is acting as joint financial adviser to NCC
Group and no one else in connection with the Acquisition and other
matters referred to in this announcement and will not regard any
other person as its client in relation to the matters set out in
this announcement and will not be responsible to anyone other than
NCC Group for providing the protections afforded to clients of
Rickitt Mitchell, nor for providing advice in relation to any
matter referred to herein.
Overseas jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Accumuli Shares in respect of the Scheme at the
Meetings, to execute and deliver Forms of Proxy appointing another
to vote at the Meetings on their behalf or to execute and deliver a
Form of Election in respect of a purported election under the Mix
and Match Facility, may be affected by the laws of the relevant
jurisdictions in which they are located. This announcement has been
prepared for the purpose of complying with English law and the
Takeover Code and the information disclosed may not be the same as
that which would have been disclosed if this announcement had been
prepared in accordance with the laws of jurisdictions outside the
United Kingdom.
Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
them in or into or from any Restricted Jurisdiction. If the
Acquisition is implemented by way of an Acquisition Offer (unless
otherwise permitted by applicable law and regulation), the
Acquisition Offer may not be made, directly or indirectly, in or
into, or by the use of mails or any means or instrumentality
(including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or
foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the
Acquisition Offer may not be capable of acceptance by any such use,
means, instrumentality or facilities.
Notice to US investors
The Acquisition relates to the shares of an English company that
is not registered under the US Securities Exchange Act of 1934 (the
"US Exchange Act") and is being made by means of a scheme of
arrangement provided for under English company law. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US
Exchange Act. Accordingly, the Acquisition is subject to the
disclosure requirements and practices applicable in the United
Kingdom to schemes of arrangement which differ from the disclosure
requirements in the United States tender offer and proxy
solicitation rules under the Exchange Act. If, in the future, NCC
Group exercises the right to implement the Acquisition by way of a
takeover offer and decides to extend the offer into the United
States, the Acquisition Offer will be made in compliance with
applicable US laws and regulations including the applicable
provisions of the tender offer rules under the US Exchange Act, to
the extent applicable. Financial information included (or
incorporated by reference) in this announcement and the Scheme
Document has been or will have been prepared in accordance with
accounting standards applicable in the United Kingdom that may not
be comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the United States.
Any securities to be issued in connection with the Acquisition
have not been and will not be registered under the US Securities
Act of 1933 (the "US Securities Act"), or under the securities laws
of any state, district or other jurisdiction of the United States.
Accordingly, such securities may not be offered, sold or delivered,
directly or indirectly, in or into such jurisdictions except
pursuant to exemptions from, or transactions not subject to, the
registration requirements of the United States. It is expected that
the New NCC Group Shares will be issued in reliance upon the
exemption from such registration provided by Section 3(a)(10) of
the US Securities Act. Under applicable US securities laws, persons
(whether or not US persons) who are or will be "affiliates" (within
the meaning of the US Securities Act) of NCC Group or Accumuli
prior to, or of the Enlarged Group after, the Effective Date will
be subject to certain transfer restrictions relating to the NCC
Group Shares received in connection with the Acquisition.
It may be difficult for US holders of Accumuli Shares to enforce
their rights and any claim arising out of US federal laws, since
NCC Group and Accumuli are located in a non-US jurisdiction and
some or all of their officers and directors may be residents of a
non-US jurisdiction. US holders of Accumuli Shares may not be able
to sue a non-US company or its officers or directors in a non-US
court for violations of the US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject
themselves to a US court's judgement.
Provision of certain information
Please be aware that addresses, electronic addresses and certain
other information provided by Accumuli Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Accumuli may be provided to NCC Group during
the Offer Period as required under Section 4 of Appendix 4 of the
Takeover Code.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the Offer Period and, if later, following the
announcement in which any securities exchange offeror is first
identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of: (i) the offeree company;
and (ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 p.m. (London time) on the 10(th) business day
following the commencement of the Offer Period and, if appropriate,
by no later than 3.30 p.m. (London time) on the 10(th) business day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror,
save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London
time) on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the Takeover Code). Details of the offeree and offeror companies in
respect of whose relevant securities Opening Position Disclosures
and Dealing Disclosures must be made can be found in the Disclosure
Table on the Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the Offer Period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website
A copy of this announcement will be made available subject to
certain restrictions relating to Restricted Overseas Persons on
Accumuli's website (www.accumuli.com) and on NCC Group's website
(www.nccgroup.trust) respectively. For the avoidance of doubt, the
contents of these websites are not incorporated into and not do
form part of this announcement.
Requesting hard copy documents
In accordance with Rule 30.2 of the Takeover Code, a person so
entitled may request a copy of this announcement and any
information incorporated into it by reference to another source in
hard copy form. A person may also request that all future
documents, announcements and information to be sent to that person
in relation to the Acquisition should be in hard copy form. For
persons who receive a copy of this announcement in electronic form
or via a website notification, a hard copy of this announcement
will not be sent unless so requested from either NCC Group by
contacting Peel Hunt on +44 20 7418 8900 or Accumuli by contacting
MXC Capital on +44 20 7801 9596, as appropriate.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out expected dates for
the implementation of the Scheme
Event Time and/or date
Publication and posting of the 2 April 2015
Scheme Document and the Prospectus
Latest time for receipt of Forms
of Proxy for:
Court Meeting (BLUE form) 10.00 a.m. on 21
April 2015 (1)
General Meeting (WHITE form) 10.15 a.m. on 21
April 2015(1)
Voting Record Time 6.00 p.m. on 21 April
2015(2)
Court Meeting 10.00 a.m. on 23
April 2015
General Meeting 10.15 a.m. on 23
April 2015(3)
Latest time for return of Form 1.00 p.m. on 29 April
of Election or submission of a 2015
valid TTE instruction in CREST
Last day of dealings in, and for 29 April 2015(4)
registration of transfers
and disablement in CREST of, Accumuli
Shares
Scheme Record Time 6.00 p.m. on 29 April
2015(4)
Dealings in Accumuli Shares suspended 7.30 a.m. on 30 April
2015
Scheme Court Hearing (to sanction 30 April 2015(4)
the Scheme)
Effective Date of the Scheme 30 April 2015(4)
Cancellation of admission to trading 1 May 2015(4)
on AIM of, and cessation of dealings
in, Accumuli Shares
New NCC Group Shares to be issued 1 May 2015(4)
Admission of the New NCC Group 8.00 a.m. on 1 May
Shares to the Official List with 2015(4)
a premium listing and commencement
of dealings in New NCC Group Shares
on the Main Market
CREST members' accounts credited as soon as possible
in respect of New NCC Group Shares after 8.00 a.m. on
in uncertificated form 1 May 2015(4)
Latest date of despatch of share on or by 14 May 2015
certificates for New NCC Group
Shares and cheques in respect of
Scheme Shares held in certificated
form or settlement through CREST
in respect of New NCC Group Shares
and the cash consideration payable
to Scheme Shares held in uncertificated
form
Long Stop Date, being the date 31 August 2015
by which the Scheme must be implemented
(1) If the BLUE Form of Proxy for the Court Meeting is not
received by Equiniti Limited, the receiving agent for the
Acquisition, by 10.00 a.m. on 21 April 2015, it may be handed to
the Chairman at the Court Meeting or Accumuli's Registrar at any
time before the taking of the poll and still be valid. However, the
WHITE Form of Proxy for the General Meeting must be received by
Equiniti Limited by 10.15 a.m. on 21 April 2015 in order for it to
be valid or, if the General Meeting is adjourned, not later than 48
hours before the time fixed for the holding of the adjourned
meeting. WHITE Forms of Proxy may NOT be handed to the Chairman of
the General Meeting or Accumuli's Registrar.
(2) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the adjourned meeting will be
6.00 p.m. on the day prior to the day immediately before the date
fixed for the adjourned meeting.
(3) The General Meeting will commence at 10.15 a.m. on 23 April
2015 or, if later, as soon thereafter as the Court Meeting has been
concluded or adjourned.
(4) The dates and times above are indicative only and will
depend, inter alia, on the date on which: (i) the Conditions are
either satisfied or waived (to the extent they are capable of being
waived); (ii) the Court sanctions the Scheme; and (iii) the office
copy of the Scheme Court Order is delivered to the Registrar of
Companies. If any of the expected dates change, Accumuli will give
adequate notice of any change by issuing an announcement through a
Regulatory Information Service.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCUGUQGCUPAGGP
Grafico Azioni Accumuli (LSE:ACM)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Accumuli (LSE:ACM)
Storico
Da Giu 2023 a Giu 2024
