RNS Number:9979Q
Cornwall Bidco Limited
28 March 2008
Embargoed for release until 7.00 a.m.
28 March 2008
Not for release, publication or distribution, in whole or in part, in or into or
from the United States, Canada, or Japan or any other jurisdiction where to do
so would constitute a violation of the relevant laws or regulations of such
jurisdiction
RECOMMENDED CASH OFFER
by
CORNWALL BIDCO
(a company backed by the 3i Investors)
to acquire the entire issued and to be issued share capital of
CIVICA PLC
Summary
* The Directors of Cornwall Bidco and the Independent Directors of
Civica are pleased to announce that they have reached agreement on the terms of
a recommended cash offer to be made by Cornwall Bidco to acquire the entire
issued and to be issued ordinary share capital of Civica.
Highlights
* The Offer is being made at a price of 270 pence in cash for each
Civica Share and represents a premium of approximately:
* 33.7 per cent. to the Closing Price of 202 pence per Civica
Share on 27 March 2008, being the last Business Day prior to the
date of this announcement; and
* 39.8 per cent. to the average Closing Price of 193.15 pence per
Civica Share for the six month period prior to the date of this
announcement.
* The Offer values the entire issued and to be issued ordinary share
capital of Civica at approximately �190.0 million (assuming the exercise of all
outstanding options which carry an exercise price of less than 270 pence per
Civica Share).
* Cornwall Bidco is a new company incorporated in England and Wales
that has been formed for the purpose of making the Offer. Following the Offer
becoming or being declared unconditional in all respects, Cornwall Bidco will be
controlled by the 3i Investors, together with the Management Team and the
Executives who will own a minority shareholding.
* By reason of their interests in Cornwall Bidco, Simon Downing and
Michael Stoddard, Chief Executive and Group Finance Director of Civica
respectively, absented themselves from all deliberations of the Civica Board in
connection with the Offer and a committee of the Civica Board, comprising the
Independent Directors, was established for the purpose of progressing and
considering the Offer and making the recommendation in relation to the Offer.
* The Independent Directors, who have been so advised by Dresdner
Kleinwort and Close Brothers, consider the terms of the Offer to be fair and
reasonable and unanimously recommend that Shareholders accept the Offer and
Independent Shareholders vote in favour of the Resolution at the General
Meeting. In providing advice to the Independent Directors, Dresdner Kleinwort
and Close Brothers have taken into account the commercial assessments of the
Independent Directors.
* Cornwall Bidco has received irrevocable undertakings from the
Directors and certain institutional Shareholders to accept or procure the
acceptance of the Offer in respect of a total of 26,148,618 Civica Shares,
representing, in aggregate, approximately 41.48 per cent. of the existing issued
share capital of Civica.
In addition, Cornwall Bidco has received a non-binding letter of intent to
accept the Offer in respect of 3,305,716 Civica Shares, representing
approximately a further 5.24 per cent. of the existing issued share capital of
Civica.
Accordingly, Cornwall Bidco has received, in aggregate, irrevocable undertakings
and a letter of intent to accept the Offer in respect of 29,454,334 Civica
Shares, representing approximately 46.73 per cent. of the existing issued share
capital of Civica.
* Cornwall Bidco will dispatch the Offer Document to Shareholders and,
for information only, to holders of share options in Civica and publish it on
Civica's website (www.civicaplc.com), later today.
Commenting on the Offer, Simon Freer, Head of Technology at 3i Investments,
said:
"Technology is a key sector focus for 3i and we are delighted to be in a
position to invest in Civica. We are looking forward to working with the
management team, led by Simon Downing, to help the business achieve its full
potential. Civica's business reflects 3i's global presence and the underlying
organic growth prospects for Civica remain strong. In addition, we are committed
to supporting Civica's acquisitive strategy to continue to build its
international presence in its core markets."
Commenting on the Offer, Laurence Vaughan, Non-Executive Chairman of Civica,
said:
"The Independent Directors are pleased to recommend this offer from 3i of 270
pence in cash for each Civica share. We believe that this offer represents an
attractive premium and provides certainty of value for our shareholders. We are
confident that 3i, a FTSE 100 company, will also be a strong partner for our
business, its employees and customers, providing a robust platform for Civica
for the future."
This summary should be read in conjunction with, and is subject to, the full
text of this announcement. The Offer is made subject to the conditions which are
set out in Appendix I to this announcement and the full conditions and further
terms to be set out in the Offer Document and (in respect of certificated Civica
Shares) in the Form of Acceptance.
Enquiries:
3i Investments plc Telephone: +44 (0) 207 928 3131
Simon Freer
Cornwall Bidco Telephone: +44 (0) 207 760 2800
Simon Downing
Michael Stoddard
PricewaterhouseCoopers LLP Telephone: +44 (0) 207 583 5000
(Financial adviser to Cornwall Bidco, 3i Investments and 3i Investors)
Andy Morgan
Simon Boadle
Andrew Perkin
JPMorgan Cazenove Telephone: +44 (0) 207 588 2828
(Corporate broker to Cornwall Bidco, 3i Investments and 3i Investors)
Jonathan Wilcox
Shona Graham
Civica plc Telephone: +44 (0) 780 268 2826
Laurence Vaughan
Dresdner Kleinwort Telephone: +44 (0) 207 623 8000
(Financial adviser and corporate broker to Civica)
Simon Russell
James Rudd
Close Brothers Telephone: +44 (0) 207 655 3100
(Rule 3 financial adviser to Civica)
Simon Willis
James Craven
Buchanan Communications Telephone: +44 (0) 207 466 5000
(Financial PR adviser to Civica)
Tim Thompson
Maitland Telephone: +44 (0) 207 379 5151
(Financial PR adviser to Cornwall Bidco)
Alistair Crabbe
Rule 2.10
In accordance with Rule 2.10 of the City Code, Civica confirms that it has
63,033,114 ordinary shares of 5 pence nominal value each in issue.
The International Securities Identification Number (ISIN) for Civica's ordinary
shares is GB0034284272.
Further Information
Appendix I sets out the conditions to the Offer.
Appendices II and III set out further information, including the bases and
sources of information from which the financial and other calculations used in
this announcement have been derived.
Appendix IV contains definitions of certain terms used in this summary and the
following announcement.
PricewaterhouseCoopers LLP, which is authorised and regulated in the United
Kingdom by the Financial Services Authority for investment business activities,
is acting exclusively as financial adviser to Cornwall Bidco, 3i Investments and
the 3i Investors and no one else in connection with the Offer and will not be
responsible to anyone other than Cornwall Bidco, 3i Investments and the 3i
Investors for providing the protections afforded to clients of
PricewaterhouseCoopers LLP or for providing advice in relation to the Offer or
any other matters referred to in this announcement.
Dresdner Kleinwort Limited, which is authorised and regulated by the Financial
Services Authority, is acting for Civica and for no one else in connection with
the contents of this announcement and will not be responsible to anyone other
than Civica for affording the protections afforded to clients of Dresdner
Kleinwort Limited or for providing advice in relation to the contents of this
announcement or any matters referred to herein.
Close Brothers Corporate Finance Limited, which is authorised and regulated by
the Financial Services Authority, is acting for Civica and for no one else in
connection with the Offer and the contents of this announcement and will not be
responsible to anyone other than Civica for providing the protections afforded
to clients of Close Brothers Corporate Finance Limited, nor for providing advice
in connection with the Offer or the contents of this announcement or any matters
referred to herein.
This announcement is not intended to and does not constitute, or form any part
of, an offer to sell or an invitation to subscribe for or purchase any
securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the Offer or otherwise. The Offer will be made solely through the
Offer Document, which will contain the full terms and conditions of the Offer
(including details on how to accept the Offer). Any response in relation to the
Offer should be made only on the basis of the information contained in the Offer
Document or any other document by which the Offer is made. Shareholders are
advised to read carefully the formal documentation in relation to the Offer once
it has been despatched. This announcement does not constitute a prospectus or
prospectus equivalent document.
Overseas Shareholders
This announcement has been prepared for the purpose of complying with English
law and the City Code and the information disclosed may not be the same as would
have been disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside the UK. Unless otherwise determined by
Cornwall Bidco or required by the City Code and permitted by applicable law and
regulation, the Offer is not being made and will not be made, directly or
indirectly, in or into, or by use of the mails, or by any means or
instrumentality (including, without limitation, by means of telephone,
facsimile, telex, internet or other forms of electronic communication) of
interstate or foreign commerce of, or any facilities of a securities exchange
of, the United States, Canada or Japan, and the Offer will not be capable of
acceptance by any such use, means, instrumentality or facility or from within
the United States, Canada or Japan. Accordingly, unless otherwise determined by
Cornwall Bidco or required by the City Code and permitted by applicable law and
regulation, copies of this document, the Form of Acceptance and any other
related document are not being, and must not be, directly or indirectly, mailed
or otherwise distributed or sent in or into the United States, Canada or Japan
and persons receiving such documents (including custodians, nominees and
trustees) must not distribute or send them in, into or from such jurisdictions
as doing so may make invalid any purported acceptance of the Offer by persons in
any such jurisdiction.
The availability of the Offer to persons not resident in the UK may be affected
by the laws of the relevant jurisdiction. Persons who are subject to the laws of
any jurisdiction other than the United Kingdom should obtain professional advice
and observe any applicable requirements.
Forward-looking statements
This document contains certain forward-looking statements with respect to the
financial condition, results of operations and business of the Civica Group and
certain plans and objectives of the boards of directors of Civica and Cornwall
Bidco. These forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts. Forward-looking statements
often use words such as "anticipate", "target", "expect", "estimate", "intend",
"plan", "goal", "believe", "will", "may", "should", "would", "could" or other
words of similar meaning. These statements are based on assumptions and
assessments made by the boards of directors of Civica and Cornwall Bidco in
light of their experience and their perception of historical trends, current
conditions, expected future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve risk and
uncertainty, and the factors described in the context of such forward-looking
statements in this document could cause actual results and developments to
differ materially from those expressed in or implied by such forward-looking
statements.
Should one or more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described in this document. Neither Civica nor Cornwall Bidco nor their
respective boards of directors assume any obligation to update or correct the
information contained in this document, whether as a result of new information,
future events or otherwise, except to the extent legally required.
The statements contained in this document are made as at the date of this
document, unless some other time is specified in relation to them, and service
of this document shall not give rise to any implication that there has been no
change in the facts set out in this document since such date. Nothing contained
in this document shall be deemed to be a forecast, projection or estimate of the
future financial performance of Civica or any member of the Civica Group except
where expressly stated.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1% or more of any class of "relevant
securities" of Civica, all "dealings" in any "relevant securities" of Civica
(including by means of an option in respect of, or a derivative referenced to,
any such "relevant securities") must be publicly disclosed by no later than 3.30
p.m. (London time) on the Business Day following the date of the relevant
transaction. This requirement will continue until the date on which the Offer
becomes, or is declared, unconditional as to acceptances, lapses or is otherwise
withdrawn or on which the Offer Period otherwise ends. If two or more persons
act together pursuant to an agreement or understanding, whether formal or
informal, to acquire an "interest" in "relevant securities" of Civica, they will
be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Civica, by Cornwall Bidco or Civica, or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London
time) on the Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel on
telephone number +44 (0)20 7638 0129; fax number +44 (0)20 7236 7013.
Embargoed for release until 7.00 a.m.
28 March 2008
Not for release, publication or distribution, in whole or in part, in or into or
from the United States, Canada, or Japan or any other jurisdiction where to do
so would constitute a violation of the relevant laws or regulations of such
jurisdiction
RECOMMENDED CASH OFFER
by
CORNWALL BIDCO
(a company backed by the 3i Investors)
to acquire the entire issued and to be issued share capital of
CIVICA PLC
1 Introduction
The Directors of Cornwall Bidco and the Independent Directors of Civica are
pleased to announce that they have reached agreement on the terms of a
recommended cash offer to be made by Cornwall Bidco to acquire the entire issued
and to be issued ordinary share capital of Civica, other than Civica Shares
already owned by Cornwall Bidco or contracted to be acquired by Cornwall Bidco.
Cornwall Bidco will dispatch the Offer Document to Shareholders and, for
information only to holders of share options in Civica and publish it on
Civica's website (www.civicaplc.com), later today.
Cornwall Bidco is a new company incorporated in England and Wales that has been
formed for the purpose of making the Offer. Following the Offer becoming or
being declared unconditional in all respects, Cornwall Bidco will be controlled
by the 3i Investors, together with the Management Team and the Executives who
will own a minority shareholding. The Management Team includes Simon Downing
(Chief Executive) and Michael Stoddard (Group Finance Director) of Civica.
2 The Offer
The Offer, which is subject to the terms and conditions which are set out below
and in Appendix I to this announcement and to the full terms and conditions set
out in the Offer Document and, in respect of Civica Shares held in certificated
form, in the Form of Acceptance, is being made by Cornwall Bidco on the
following basis:
for each Civica Share 270 pence in cash
The Offer values the entire issued and to be issued ordinary share capital of
Civica at approximately �190.0 million (assuming the exercise of all outstanding
options which carry an exercise price of less than 270 pence per Civica Share).
The Offer represents a premium of:
(i) 33.7 per cent. to the Closing Price of 202 pence per Civica Share on
27 March 2008, being the last Business Day prior to the date of this
announcement; and
(ii) 39.8 per cent. to the average Closing Price of 193.15 pence per
Civica Share for the six-month period prior to the date of this announcement.
The Offer is conditional on, amongst other things, valid acceptances being
received in respect of not less than 90 per cent. (or such lower percentage as
Cornwall Bidco may, subject to the City Code, decide) of the Civica Shares to
which the Offer relates and the passing of the Resolution by the Independent
Shareholders at the General Meeting as described in paragraph 8 below. Full
details of the conditions to which the Offer is subject are set out in Appendix
I to this announcement.
The Offer extends to all Civica Shares unconditionally allotted or issued on the
date of the Offer and any Civica Shares which are unconditionally allotted or
issued (including pursuant to the exercise of options granted under the Share
Incentive Schemes) whilst the Offer remains open for acceptance or by such
earlier date as Cornwall Bidco may, subject to the City Code, determine, not
being earlier than the date on which the Offer becomes or is declared
unconditional as to acceptances (excluding any treasury shares except to the
extent these cease to be held as treasury shares before such date as Cornwall
Bidco may determine).
Pursuant to the Offer, the Civica Shares will be acquired fully paid and free
from all liens, charges, equitable interests, encumbrances, rights of
pre-emption and other third party rights or interests and together with all
rights attaching to such Civica Shares, including without limitation, the right
to receive all dividends and other distributions (if any) announced, declared,
made or paid after the date of this announcement.
3 Recommendation
By reason of their interests in Cornwall Bidco, Simon Downing and Michael
Stoddard, Chief Executive and Group Finance Director of Civica respectively,
absented themselves from all deliberations of the Civica Board in connection
with the Offer and a committee of the Civica Board, comprising the Independent
Directors, was established for the purpose of progressing and considering the
Offer and making the recommendation in relation to the Offer.
The Independent Directors, who have been so advised by Dresdner Kleinwort,
consider the terms of the Offer to be fair and reasonable. Dresdner Kleinwort
acts as corporate broker to 3i Group plc and the Independent Directors have
therefore engaged Close Brothers as an independent financial adviser for the
purposes of Rule 3 of the City Code. Close Brothers has also advised the
Independent Directors that it considers the terms of the Offer to be fair and
reasonable. In providing their advice to the Independent Directors, Dresdner
Kleinwort and Close Brothers have taken into account the commercial assessments
of the Independent Directors.
The Independent Directors consider that the Offer is in the best interests of
Shareholders as a whole. Accordingly, the Independent Directors unanimously
recommend that Shareholders accept the Offer and that Independent Shareholders
vote in favour of the Resolution at the General Meeting as they have irrevocably
undertaken to do in respect of their own beneficial holdings, which, in
aggregate, amount to 14,285 Civica Shares, representing approximately 0.02 per
cent. of Civica's existing issued ordinary share capital.
4 Irrevocable undertakings and letter of intent
Cornwall Bidco has received irrevocable undertakings to accept the Offer in
respect of a total of 26,148,618 Civica Shares, representing, in aggregate,
approximately 41.48 per cent. of Civica's existing issued share capital,
comprised as follows:
* from each of the Civica Directors in respect of their entire
beneficial holdings of, in aggregate, 65,323 Civica Shares, representing, in
aggregate, approximately 0.10 per cent. of the existing issued share capital of
Civica. These irrevocable undertakings will continue to be binding in the event
of a higher competing offer being made for Civica. In addition to undertaking
to accept the Offer, the Independent Directors have also undertaken to vote in
favour of the Resolution to be proposed at the General Meeting in respect of
their entire beneficial holdings of 14,285 Civica Shares, representing
approximately 0.02 per cent. of the existing issued share capital of Civica.
Simon Downing and Michael Stoddard have also provided irrevocable undertakings
to accept the Offer in respect of 3,841,393 Civica Shares in aggregate which may
be acquired by them pursuant to the exercise of options under the Share
Incentive Schemes other than the Civica Plc Approved Company Share Option Plan;
* from BlackRock Investment Management (UK) Limited in respect of
3,808,027 Civica Shares, representing approximately 6.04 per cent. of the
existing issued share capital of Civica (except any Civica Shares over which
BlackRock Investment Management (UK) Limited loses discretionary management
control) and from Jupiter Asset Management Limited in respect of 5,628,937
Civica Shares, representing approximately 8.93 per cent. of the existing issued
share capital of Civica. These irrevocable undertakings will cease to be
binding if a higher competing offer is made for Civica which exceeds the value
of the Offer by more than 10 per cent. Both irrevocable undertakings include an
obligation to vote in favour of the Resolution to be proposed at the General
Meeting; and
* from AXA Framlington Investment Management Limited in respect of
9,888,819 Civica Shares, representing approximately 15.69 per cent. of the
existing issued share capital of Civica (except any shares over which AXA
Framlington Investment Management Limited loses discretionary management
control) and from Laxey Partners Limited in respect of its entire beneficial
holding of 6,757,512 Civica Shares, representing approximately 10.72 per cent.
of the existing issued share capital of Civica. These irrevocable undertakings
will cease to be binding if a higher competing offer is made for Civica which
exceeds the value of the Offer by 5 per cent. or more. Both irrevocable
undertakings include an obligation to vote in favour of the Resolution to be
proposed at the General Meeting.
In addition, Cornwall Bidco has received a non-binding letter of intent from M&G
Investment Management Limited to accept the Offer in respect of 3,305,716 Civica
Shares, representing approximately 5.24 per cent. of the existing issued share
capital of Civica.
Cornwall Bidco has therefore received irrevocable undertakings and a non-binding
letter of intent to accept the Offer in respect of in aggregate 29,454,334
Civica Shares representing 46.73 per cent. of the existing issued share capital
of Civica and irrevocable undertakings to vote in favour of the Resolution to be
proposed at the General Meeting in respect of 26,097,580 Civica Shares
representing in aggregate, 41.44 per cent. of the Civica Shares entitled to vote
at such meeting.
Further details of the irrevocable undertakings and non-binding letter of intent
are set out in Appendix III.
5 Background to and reasons for the Offer and future plans for Civica
3i Investments believes that the acquisition of Civica represents an attractive
investment opportunity in the consulting, software and managed services market.
Civica has established attractive market positions in its chosen sectors and has
the scope for long-term growth and development.
3i Investments recognises the significant achievements of the Management Team
and Executives in developing the Civica business and intends to support them in
implementing their existing plans for the business. 3i Investments believes
that the next stage of Civica's development would best be achieved in private
ownership, with the 3i Investors providing Civica with access to capital to
undertake acquisitions.
6 Background to and reasons for recommending the Offer
Since its flotation on AIM in March 2004, Civica has made significant progress
in positioning itself as a leading provider of software and IT services to the
public sector in the UK and in selected international markets. This progress has
been achieved through a combination of organic growth and acquisitions, with the
development of a broader capability in education and social housing markets,
expansion of Civica's international business and improvement in Civica's
operating margins.
The Civica Board believes that the stated strategy of building scale in core
sectors, extending service revenues with customers in these core markets and
targeting larger integrated opportunities will provide Civica with good growth
opportunities in the future. In addition, the public sector software and
services market in the UK remains relatively fragmented and the Civica Board
believes that there will be opportunities presented by the likely continuing
consolidation of the industry. However, whilst the Civica Board remains
confident that the prospects for the business as an independent company remain
good, Civica's ability to play a full and active role in any consolidation
activity is constrained by its effective lack of access to capital given its
disappointing share price performance, the low level of liquidity in Civica
Shares and the relatively small size of its business.
Against this background, the Civica Board has in recent months been reviewing
the strategic options for the business. During the course of this review, the
Civica Board received an unsolicited expression of interest from a private
equity firm which led the Civica Board and its advisers to initiate discussions
with a number of private equity firms and other parties. As a result of this
process, the Civica Board received a proposal from 3i Investments on behalf of
the 3i Investors which, in the Independent Directors' view, fairly reflects the
market position of the business and the significant progress made to date as
well as its prospects.
In assessing the proposal from 3i Investments, the Independent Directors have
taken into account a number of factors, including:
* the price of 270 pence per Civica Share represents a premium of
approximately 33.7 per cent. to the Closing Price of 202 pence per Civica Share
on 27 March 2008, the last Business Day prior to the date of this announcement;
* the price of 270 pence per Civica Share represents a premium of
approximately 39.8 per cent. to the average Closing Price of 193.15 pence per
Civica Share for the six-month period ended 27 March 2008, the last Business Day
prior to the date of this announcement;
* the Offer represents an opportunity for Shareholders to realise their
entire investment in Civica at an attractive cash price at a time of economic
and stockmarket uncertainty; and
* Cornwall Bidco's plans for Civica as a private company will provide
the resources to accelerate the strategic development and growth of the business
for the benefit of all stakeholders.
The Independent Directors, who have been so advised by Dresdner Kleinwort and
Close Brothers, consider the terms of the Offer to be fair and reasonable. In
providing advice to the Independent Directors, Dresdner Kleinwort and Close
Brothers have taken into account the commercial assessments of the Independent
Directors.
Accordingly, the Independent Directors unanimously recommend that Shareholders
accept the Offer and Independent Shareholders vote in favour of the Resolution
at the General Meeting, as they have irrevocably undertaken to do in respect of
their entire beneficial holdings, which, in aggregate, amount to 14,285 Civica
Shares, representing approximately 0.02 per cent. of Civica's existing issued
ordinary share capital.
7 Inducement Fee Agreement
As an inducement for 3i Investments carrying out its due diligence on behalf of
the 3i Investors and devoting time and resources in connection with the Offer,
Civica has agreed in the Inducement Fee Agreement to pay 3i Investments an
inducement fee equal to one per cent. of the value of the Offer calculated by
reference to the fully diluted equity share capital of Civica (inclusive of
value added tax, if any, except to the extent any such value added tax is
recoverable by Civica) in the following circumstances:
(a) the unanimous recommendation of the Independent Directors is
withdrawn or modified (but for this purpose the recommendation will not be
deemed to have been withdrawn if a competing offer is recommended) and the Offer
subsequently lapses or is withdrawn;
(b) a competing offer for Civica is announced (pursuant to Rule 2.5 of
the City Code) at a price greater than 270 pence per Civica Share or an
intention to make such a competing offer is announced pursuant to Rule 2.4 of
the City Code prior to the time that the Offer lapses or is withdrawn and such
competing offer (or any other competing offer which is announced prior to the
lapse or withdrawal of the first such competing offer) subsequently becomes or
is declared unconditional in all respects or is otherwise completed;
(c) Civica breaches any of the non-solicitation provisions in the
Inducement Fee Agreement whilst the Offer remains conditional as to acceptances
and as a result the Offer subsequently lapses or is withdrawn.
In the Inducement Fee Agreement, Civica has also agreed with 3i Investments that
if it receives an approach in respect of a higher competing offer which the
Civica Board intends to recommend, it will notify 3i Investments of the terms of
the higher competing offer and shall not withdraw or adversely modify its
recommendation of the Offer or recommend the higher competing offer unless
either (i) 3i Investments informs Civica that Cornwall Bidco is not willing to
revise the Offer such that it is no less in value than the higher competing
proposal; (ii) 3i Investments does not, within 48 hours of being notified of the
higher competing proposal, confirm that Cornwall Bidco is willing to revise the
Offer such that it is no less in value than the higher competing proposal; or
(iii) 3i Investments confirms within 48 hours of being notified of the higher
competing proposal that Cornwall Bidco is willing to revise the Offer such that
it is no less in value than the higher competing proposal, but Cornwall Bidco
fails within 72 hours of receipt of such notice by 3i Investments to announce
the revised offer.
Nothing in the Inducement Fee Agreement shall oblige Civica to pay any amount
which the Panel determines would not be permitted by Rule 21.2 of the City Code.
Pursuant to Rule 21.2 of the City Code, the Independent Directors, Dresdner
Kleinwort and Close Brothers have confirmed to the Panel that they consider the
terms of the Inducement Fee Agreement to be in the best interests of
Shareholders.
8 Management Arrangements
Simon Downing and Michael Stoddard have irrevocably undertaken to accept the
Offer in respect of the 51,038 Civica Shares that they currently hold and
3,841,393 Civica Shares that they will acquire pursuant to the exercise of
options granted under the Share Incentive Schemes, such exercise to take place
immediately prior to the Offer becoming or being declared unconditional in all
respects. Pursuant to an investment agreement between, amongst others, the 3i
Investors, 3i Investments, the Management Team and members of the Cornwall Bidco
Group, the Management Team have agreed (subject to the Offer becoming or being
declared unconditional in all respects) to reinvest �2,277,698 of the proceeds
of the sale of Civica Shares pursuant to the Offer in a combination of Cornwall
Topco Shares and Cornwall Midco Loan Notes. The Management Team's Cornwall Topco
Shares will be acquired from the Cornwall Topco Employee Trust following the
Offer becoming or being declared unconditional in all respects.
Pursuant to a subscription agreement between, amongst others, the 3i Investors,
3i Investments, the Executives and the members of the Cornwall Bidco Group, the
Executives have agreed to reinvest in aggregate �819,218 of the proceeds of the
sale of Civica Shares pursuant to the Offer in a combination of Cornwall Topco
Shares and Cornwall Midco Loan Notes. The Executives' Cornwall Topco Shares will
be acquired from the Cornwall Topco Employee Trust following the Offer becoming
or being declared unconditional in all respects.
It is anticipated that a number of employees of the Civica Group (other than the
Management Team and the Executives) who are (or will, following the exercise of
options held by them, be) Shareholders will (if the Offer becomes or is
declared unconditional in all respects) be given the opportunity to subscribe
for and/or receive an allocation of Cornwall Topco Shares, although no
arrangements or undertakings have been made with any such employees.
Following the Offer becoming or being declared unconditional in all respects and
the acquisition of Cornwall Topco Shares taking place as described above, it is
anticipated that the Cornwall Topco Shares will be held as to 14.17 per cent. by
the Management Team, 4.22 per cent. by the Executives, 7.88 per cent. by the
Cornwall Topco Employee Trust and as to 73.73 per cent. by the 3i Investors.
Cornwall Topco Shares will not be listed on any stock exchange.
Further details on the Management Arrangements, including details of the
investment agreement and the subscription agreement, are set out in the Offer
Document.
The Management Team and the Executives will remain with Civica if the Offer
becomes or is declared unconditional in all respects. Conditional upon the
Offer becoming or being declared unconditional in all respects, Simon Downing
and Michael Stoddard and certain of the Executives will enter into new service
agreements. Details of Simon Downing and Michael Stoddard's new service
agreements, which are on substantially the same terms as their existing service
agreements, are set out in the Offer Document.
The options over Civica Shares held by members of the Management Team and the
Executives under the Share Incentive Schemes will be treated in the same manner
as other such options.
Close Brothers considers that the terms of the arrangements between the Cornwall
Bidco Group on the one hand and the Management Team, the Executives and those
employees of the Cornwall Bidco Group on the other hand who hold Civica Shares
and who are intended beneficiaries of the Cornwall Topco Employee Trust, taken
as a whole are fair and reasonable so far as the Independent Shareholders are
concerned.
The Offer is conditional on, inter alia, the Independent Shareholders approving
the Management Arrangements. Such approval must, as required by Note 4 on Rule
16 of the City Code, be by an ordinary resolution passed on a poll at a general
meeting (or any adjournment thereof) of Civica. Accordingly, notice of the
General Meeting is set out in the Offer Document.
9 Information on Cornwall Bidco, 3i and the 3i Investors
Cornwall Bidco is a newly-incorporated company which has been formed for the
purposes of making the Offer. Cornwall Bidco is a wholly-owned subsidiary of
Cornwall Topco, which following the Offer becoming or being declared
unconditional in all respects will be owned by the 3i Investors and the
Management Team and the Executives who will own a minority shareholding.
Cornwall Bidco has not traded since its date of incorporation nor has it entered
into any obligations other than in connection with the Offer and the financing
of the Offer. The directors of Cornwall Bidco are Simon Freer, Simon Downing and
Michael Stoddard.
The 3i Investors comprise the 3i Funds, 3i Pan European Buyouts 2006-08A LP, 3i
Pan European Buyouts 2006-08B LP, 3i Pan European Buyouts 2006-08C LP and 3i
Parallel Ventures LP. The 3i Investors will invest in the following proportions:
3i Investor %
______________________________________________________________
3i Europartners Va LP.................................. 16.28
3i Europartners Vb LP.................................. 18.04
3i Pan European Buyouts 2006-08A LP.................... 44.82
3i Pan European Buyouts 2006-08B LP.................... 3.40
3i Pan European Buyouts 2006-08C LP.................... 7.38
3i Parallel Ventures LP................................ 10.08
Total.................................................. 100.00
3i is a world leader in private equity and venture capital and invests across
Europe, the United States and Asia. 3i was established in 1945, listing on the
London Stock Exchange in 1994. It is a constituent of the FTSE 100 index. 3i
manages over �8.2 billion of assets (as at 30 September 2007) comprising its own
balance sheet of around �5.1 billion and private equity limited partnerships of
�2.5 billion, invested alongside 3i and quoted infrastructure and quoted private
equity investment companies of �0.6 billion (excluding 3i's own participation in
these vehicles). Recent investments made by 3i include Inspecta (Finnish testing
and inspection business), Inspicio (UK and international testing, inspection and
performance conformity business), and Ultralase Ltd (the leading provider of
laser eye surgery in the UK).
The 3i Investors are English limited partnerships managed by 3i Investments,
which is a wholly-owned subsidiary of 3i and is regulated by the Financial
Services Authority. Other than the 3i Funds and 3i Parallel Ventures LP, the 3i
Investors are vehicles established and funded by 3i, which provide carried
interest for certain 3i executives (both current employees and former
employees), subject to specific conditions. The investors in the 3i Funds and 3i
Parallel Ventures LP comprise UK and overseas institutional investors, such as
insurance companies and pension funds or their investment vehicles.
Further information relating to the Cornwall Bidco Group, 3i and the 3i
Investors is contained in the Offer Document.
10 Financing of the Offer
Cornwall Bidco will fund the cash consideration payable under the terms of the
Offer using a mixture of debt and equity.
�100,733,749 of equity and loan notes will be provided by the 3i Investors by
way of subscription for �3,072,271 of Cornwall Topco A Shares and �97,661,478 of
Cornwall Midco Loan Notes.
Cornwall Midco will lend �1,094,395 to the Cornwall Topco Employee Trust with
which it will subscribe for �1,094,395 of Cornwall Topco Shares. The Management
Team and certain of the Executives will use part of the proceeds they receive in
respect of the sale of Civica Shares pursuant to the Offer to acquire Cornwall
Topco Shares and Cornwall Midco Loan Notes, as described in paragraph 8.
The Credit Facilities will (if and when entered into) provide committed and
underwritten funds totalling �170 million (which includes an ongoing acquisition
facility of �20 million and a revolving credit facility of �15 million for
working capital and other purposes). These facilities will (if and when entered
into) be used, among other things, to finance the Offer, to refinance certain
existing indebtedness of Civica and to pay transaction expenses, as well as to
provide ongoing corporate and working capital funding for Civica.
Pending agreement of the Credit Facilities, the original lenders of the Credit
Facilities have committed to provide �150 million of the financing to be
provided under the Credit Facilities of which �135 million will be used to fund
consideration pursuant to the Offer (and the payment of related costs and
expenses and refinancing financial indebtedness of Cornwall Bidco or members of
the Civica Group) pursuant initially to the Interim Loan Agreement between
themselves and Cornwall Bidco with the intention that such Interim Loan
Agreement is replaced with formal agreements implementing the Credit Facilities
prior to the date when the Offer becomes or is declared unconditional in all
respects.
In accordance with the terms of the Interim Loan Agreement, �100 million of
senior term loan facilities and �15 million of revolving facilities will be
provided to Cornwall Bidco by the Lenders and �35 million of mezzanine facility
will be provided to Cornwall Bidco by ECAS S.a.r.l. and Lloyds TSB Bank plc.
Under the Credit Facilities (and currently under the Interim Loan Agreement)
Cornwall Bidco would require the approval of the lenders under the Credit
Facilities if it wished to declare the Offer unconditional as to acceptances if
at the relevant time valid acceptances received, combined with Civica Shares
otherwise acquired by Cornwall Bidco after the making of the Offer, amount to
less than 75 per cent. in value of the Civica Shares to which the Offer relates
or, when the shares are voting shares, amount to less than 75 per cent. of the
voting rights carried by those shares.
PricewaterhouseCoopers is satisfied that the necessary financial resources are
available to Cornwall Bidco to satisfy the cash consideration due under the
Offer in full.
Further information on the financing of the Offer is set out in the Offer
Document.
11 Information on Civica
Civica is a provider of software solutions and IT services to the UK and
internationally (predominantly in Australia and Singapore) public sectors. Since
admission, Civica has acquired and successfully integrated four businesses:
Radius, provider of local government financial, income and debt management
software systems; Flare, provider of environmental health and trading standards
software applications; Comino, provider of social housing, occupational
pensions, document management and workflow software solutions; and VTSS,
provider of vehicle asset management software. Civica employs approximately
1,300 people globally with approximately 1,085 technical specialists.
Shares in Civica were admitted to trading on AIM in March 2004 following the
management buyout of the business (as part of the Sanderson group) in January
2000 and de-merger from the Sanderson group in 2003.
As reported under UK GAAP, for the year ended 30 September 2007, the turnover of
Civica was �126.9 million (year ended 30 September 2006: �125.0 million) and
profit before tax and before goodwill and exceptional items was �21.6 million
(year ended 30 September 2006: �18.5 million). The net assets of Civica as at 30
September 2007 were �107.5 million (as at 30 September 2006: �103.3 million).
12 Current trading and prospects
As announced by Civica in its AGM Statement on 27 February 2008, Civica's
business continues to make progress executing its stated strategy. Civica
continues to win new business in the UK and internationally. Since 30 September
2007, Civica has increased investment to expand existing operations,
particularly in the education market where specific opportunities exist.
Current trading is in line with the Civica Board's expectations and the Civica
Board remains confident of Civica's prospects.
13 Management and employees
The Board of Cornwall Bidco has given assurances to the Independent Directors
that, upon the Offer becoming or being declared unconditional in all respects,
the existing employment rights of all Civica Group employees will continue to be
fully safeguarded and their accrued rights to pensions benefits protected.
Cornwall Bidco's plans do not involve any material repercussions on employment
(including any immediate change to the conditions of employment of Civica's
employees), nor are there any current plans to change the principal locations of
Civica's business or to redeploy any of its fixed assets.
Following the Offer becoming or being declared unconditional in all respects,
Simon Downing and Mike Stoddard and certain of the Executives will enter into
new service contracts and the Independent Directors have agreed to resign from
the Civica Board.
14 Share Incentive Schemes
The Offer extends to any Civica Shares which are unconditionally allotted or
issued whilst the Offer remains open for acceptance (or by such earlier time and
/or date as Cornwall Bidco may, subject to the City Code and/or with the consent
of the Panel, determine, but not being earlier than the date on which the Offer
becomes or is declared unconditional as to acceptances) as a result of the
exercise of options or other awards granted under the Share Incentive Schemes.
Cornwall Bidco will make appropriate proposals in due course to participants in
the Share Incentive Schemes, to the extent that their options, or awards granted
under the Share Incentive Schemes, have not been exercised.
15 Disclosure of interests in Shares
Save as set out in Appendix II, neither Cornwall Bidco, nor (so far as Cornwall
Bidco is aware) any person acting, or deemed to be acting, in concert with
Cornwall Bidco for the purposes of the Offer has:
(i) an interest in, or a right to subscribe for, Civica Shares or in any
securities convertible or exchangeable into Civica Shares ("Relevant Civica
Securities");
(ii) any short position in Relevant Civica Securities (whether
conditional or absolute and whether in the money or otherwise), including any
short position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take delivery; or
(iii) borrowed or lent any Relevant Civica Securities (except for any
borrowed Shares which have been either on-lent or sold) or has any arrangement
in relation to Relevant Civica Securities.
For these purposes, "arrangement" includes indemnity or option arrangements and
any agreement or understanding, formal or informal, of whatever nature, relating
to Relevant Civica Securities which may be an inducement to deal or refrain from
dealing in such securities. In the interests of secrecy prior to this
announcement, Cornwall Bidco has not made any enquiries in this respect of
certain parties which are or may be deemed to be acting in concert with it for
the purposes of the Offer. If such enquiries, which are now being made, reveal
any relevant additional interests, the same will be discussed with the Panel
and, if appropriate, will be disclosed to Shareholders.
16 Compulsory acquisition, delisting and cancellation of trading in
Civica Shares
If Cornwall Bidco receives acceptances under the Offer in respect of, and/or
otherwise acquires, 90 per cent. or more in nominal value of the Civica Shares
to which the Offer relates and of the voting rights carried by those Civica
Shares and assuming that all of the other conditions of the Offer have been
satisfied or waived (if capable of being waived), Cornwall Bidco intends to
exercise its rights in accordance with sections 974 to 991 of the 2006 Act to
acquire compulsorily the remaining Civica Shares on the same terms as the Offer.
Following the Offer becoming or being declared unconditional in all respects and
subject to any applicable requirements of the AIM Rules, Cornwall Bidco intends
to procure that Civica applies to the London Stock Exchange for the cancellation
of trading in the Civica Shares on AIM. It is anticipated that such
cancellation will take effect no earlier than 20 Business Days after the Offer
becomes or is declared unconditional in all respects (provided that Cornwall
Bidco has acquired, or agreed to acquire, issued share capital carrying 75 per
cent. of the voting rights of Civica). Delisting and the cancellation of trading
of Civica Shares will significantly reduce the liquidity and marketability of
any Civica Shares not acquired by Cornwall Bidco.
It is also intended that, following the Offer becoming or being declared
unconditional in all respects, Civica will be re-registered as a private
company.
17 Anticipated Timetable
Cornwall Bidco will dispatch the Offer Document to Shareholders and, for
information only, to holders of share options in Civica, later today. Cornwall
Bidco will make the Offer Document and the Form of Acceptance immediately
available on the Civica website, www.civicaplc.com.
18 General
Save as set out in paragraph 10, there are no agreements or arrangements to
which Cornwall Bidco is a party which relate to the circumstances in which it
may or may not invoke or seek to invoke a condition to the Offer.
Your attention is drawn to the further information contained in the Appendices
which form part of this announcement.
The conditions to the Offer and a summary of further terms in relation to the
Offer set out in Appendix I to this announcement form part of, and should be
read in conjunction with, this announcement.
Appendices II and III to this announcement set out further information,
including the bases and sources of information from which the financial and
other calculations used in this announcement have been derived.
Appendix IV to this announcement contains definitions of certain terms used in
this announcement.
In accordance with Rule 2.10 of the City Code, Civica confirms that it has
63,033,114 ordinary shares of 5 pence nominal value each in issue.
The International Securities Identification Number (ISIN) for Civica's ordinary
shares is GB0034284272.
The Offer will be subject to the applicable requirements of the City Code.
This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities.
Enquiries:
3i Investments plc Telephone: +44 (0) 207 928 3131
Simon Freer
Cornwall Bidco Telephone: +44 (0) 207 760 2800
Simon Downing
Michael Stoddard
PricewaterhouseCoopers LLP Telephone: +44 (0) 207 583 5000
(Financial adviser to Cornwall Bidco, 3i Investments and 3i Investors)
Andy Morgan
Simon Boadle
Andrew Perkin
JPMorgan Cazenove Telephone: +44 (0) 207 588 2828
(Corporate broker to Cornwall Bidco, 3i Investments and 3i Investors)
Jonathan Wilcox
Shona Graham
Civica plc Telephone: +44 (0) 780 268 2826
Laurence Vaughan
Dresdner Kleinwort Telephone: +44 (0) 207 623 8000
(Financial adviser and corporate broker to Civica)
Simon Russell
James Rudd
Close Brothers Telephone: +44 (0) 207 655 3100
(Rule 3 financial adviser to Civica)
Simon Willis
James Craven
Buchanan Communications Telephone: +44 (0) 207 466 5000
(Financial PR adviser to Civica)
Tim Thompson
Maitland Telephone: +44 (0) 207 379 5151
(Financial PR adviser to Cornwall Bidco)
Alistair Crabbe
Further Information
This announcement is not intended to and does not constitute, or form any part
of, an offer to sell or an invitation to subscribe for or purchase any
securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the Offer or otherwise. The Offer is being made solely through the
Offer Document, which contains the full terms and conditions of the Offer
(including details on how to accept the Offer). Any response in relation to the
Offer should be made only on the basis of the information contained in the Offer
Document or any other document by which the Offer is made. Shareholders are
advised to read carefully the formal documentation in relation to the Offer.
This announcement does not constitute a prospectus or prospectus equivalent
document.
PricewaterhouseCoopers LLP, which is authorised and regulated in the United
Kingdom by the Financial Services Authority for investment business activities,
is acting exclusively as financial adviser to Cornwall Bidco, 3i Investments and
the 3i Investors and no one else in connection with the Offer and will not be
responsible to anyone other than Cornwall Bidco, 3i Investments and the 3i
Investors for providing the protections afforded to clients of
PricewaterhouseCoopers LLP or for providing advice in relation to the Offer or
any other matters referred to in this document.
Dresdner Kleinwort Limited, which is authorised and regulated by the Financial
Services Authority is acting for Civica and for no one else in connection with
the contents of this announcement and will not be responsible to anyone other
than Civica for providing the protections afforded to clients of Dresdner
Kleinwort Limited or for affording advice in relation to the contents of this
announcement or any matters referred to herein.
Close Brothers Corporate Finance Limited, which is authorised and regulated by
the Financial Services Authority is acting for Civica and for no one else in
connection with the Offer and the contents of this announcement and will not be
responsible to anyone other than Civica for providing the protections afforded
to clients of Close Brothers Corporate Finance Limited, nor for providing advice
in connection with the Offer or the contents of this announcement or any matters
referred to herein.
Overseas Shareholders
The Offer is not being made and will not be made, directly or indirectly, in or
into, or by use of the mails, or by any means or instrumentality (including,
without limitation, by means of telephone, facsimile, telex, internet or other
forms of electronic communication) of interstate or foreign commerce of, or any
facilities of a securities exchange of, the United States, Canada or Japan, and
the Offer will not be capable of acceptance by any such use, means,
instrumentality or facility or from within the United States, Canada or Japan.
Accordingly, copies of this document, the Form of Acceptance and any other
related document are not being, and must not be, directly or indirectly, mailed
or otherwise distributed or sent in or into the United States, Canada or Japan
and persons receiving such documents (including custodians, nominees and
trustees) must not distribute or send them in, into or from such jurisdictions
as doing so may make invalid any purported acceptance of the Offer by persons in
any such jurisdiction.
The availability of the Offer to persons not resident in the UK may be affected
by the laws of the relevant jurisdiction. Persons who are subject to the laws
of any jurisdiction other than the United Kingdom should obtain professional
advice and observe any applicable requirements.
Cautionary note regarding forward-looking statements
This document contains certain forward-looking statements with respect to the
financial condition, results of operations and business of the Civica Group and
certain plans and objectives of the boards of directors of Civica and Cornwall
Bidco. These forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts. Forward-looking statements
often use words such as "anticipate", "target", "expect", "estimate", "intend",
"plan", "goal", "believe", "will", "may", "should", "would", "could" or other
words of similar meaning. These statements are based on assumptions and
assessments made by the boards of directors of Civica and Cornwall Bidco in
light of their experience and their perception of historical trends, current
conditions, expected future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve risk and
uncertainty, and the factors described in the context of such forward-looking
statements in this document could cause actual results and developments to
differ materially from those expressed in or implied by such forward-looking
statements.
Should one or more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described in this document. Neither Civica nor Cornwall Bidco nor their
respective boards of directors assume any obligation to update or correct the
information contained in this document, whether as a result of new information,
future events or otherwise, except to the extent legally required.
The statements contained in this document are made as at the date of this
document, unless some other time is specified in relation to them, and service
of this document shall not give rise to any implication that there has been no
change in the facts set out in this document since such date. Nothing contained
in this document shall be deemed to be a forecast, projection or estimate of the
future financial performance of Civica or any member of the Civica Group except
where expressly stated.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1% or more of any class of "relevant
securities" of Civica, all "dealings" in any "relevant securities" of Civica
(including by means of an option in respect of, or a derivative referenced to,
any such "relevant securities") must be publicly disclosed by no later than 3.30
p.m. (London time) on the Business Day following the date of the relevant
transaction. This requirement will continue until the date on which the Offer
becomes, or is declared, unconditional as to acceptances, lapses or is otherwise
withdrawn or on which the Offer Period otherwise ends. If two or more persons
act together pursuant to an agreement or understanding, whether formal or
informal, to acquire an "interest" in "relevant securities" of Civica, they will
be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Civica, by Cornwall Bidco or Civica, or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London
time) on the Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel on
telephone number +44 (0)20 7638 0129; fax number +44 (0)20 7236 7013.
APPENDIX I
CONDITIONS AND CERTAIN FURTHER TERMS
OF THE OFFER
PART A
CONDITIONS OF THE OFFER
The Offer is conditional upon:
(a) valid acceptances of the Offer being received (and not, where
permitted, withdrawn) by 1.00 p.m. (London time) on 18 April 2008 ("First
Closing Date") (or such later time(s) and/or date(s) as Cornwall Bidco may, with
the consent of the Panel or subject to the rules of the City Code, decide) in
respect of not less than 90 per cent. (or such lesser percentage as Cornwall
Bidco may, subject to the City Code, decide) in nominal value of the Civica
Shares to which the Offer relates, and not less than 90 per cent. (or such
lesser percentage as Cornwall Bidco may, subject to the City Code, decide) of
the voting rights carried by the Civica Shares to which the Offer relates,
provided that this condition will not be satisfied unless Cornwall Bidco shall
have acquired or agreed to acquire, whether pursuant to the Offer or otherwise,
Civica Shares carrying in aggregate more than 50 per cent. of the voting rights
then exercisable at a general meeting of Civica including, to the extent (if
any) required by the Panel, any voting rights attaching to any Civica Shares
which are unconditionally allotted or issued before the Offer becomes or is
declared unconditional as to acceptances pursuant to the exercise of any
outstanding conversion or subscription rights or otherwise. For the purposes of
this condition:
(i) Civica Shares which have been unconditionally
allotted but not issued shall be deemed to carry the voting rights which they
will carry upon issue;
(ii) the expressions "Civica Shares to which the
Offer relates" shall be construed in accordance with sections 974 to 991 of the
2006 Act ; and
(iii) valid acceptances shall be treated as having
been received in respect of any Civica Shares which Cornwall Bidco shall,
pursuant to section 979 (8) of the 2006 Act, be treated as having acquired or
contracted to acquire by virtue of acceptances of the Offer;
(b) the passing at the General Meeting of the Resolution;
(c) no government or governmental, quasi-governmental, supranational,
statutory, regulatory or investigative body, authority, court, trade agency,
association or institution or professional or environmental body or any other
similar person or body whatsoever in any relevant jurisdiction in which any
member of the Civica Group is incorporated, carries on business or distributes
its products (each a "Third Party") having decided to take, institute or
implement or threaten in writing any action, proceedings, suit, investigation,
enquiry or reference (and in each case, not having withdrawn the same) or having
required any action to be taken or having made, proposed or enacted any statute,
regulation, order or decision (and in each case, not having withdrawn the same)
or otherwise having done anything which would or might reasonably be expected
to:
(i) make the Offer or its implementation or the
acquisition or the proposed acquisition by Cornwall Bidco of any Civica Shares
or control of Civica void, illegal or unenforceable under the laws of any
jurisdiction, or otherwise directly or indirectly prohibit or materially
restrain, restrict, prevent or delay the same or impose material additional
adverse conditions or financial or other obligations with respect thereto, or
otherwise materially challenge or interfere therewith;
(ii) require, prevent or materially delay the
divestiture or materially and adversely alter the terms envisaged for any
proposed divestiture by any member of the Cornwall Bidco Group of any shares in
Civica or any of its subsidiaries or subsidiary undertakings or associated
undertakings (including any joint venture, partnership, firm or company in which
any member of the Civica Group is substantially interested) (together the "wider
Civica Group" (and "member of the wider Civica Group" shall be construed
accordingly)) to an extent that is material in the context of the wider Civica
Group taken as a whole;
(iii) require, prevent or materially delay the
divestiture or materially and adversely alter the terms envisaged for any
proposed divestiture by any member of the Cornwall Bidco Group or by any member
of the wider Civica Group of all or any material portion of their respective
businesses, assets or property, or impose any limit on the ability of any of
them to conduct their respective businesses (or any of them) or to own or
control any of their respective assets or properties or any part thereof, in any
such case to an extent which is material in the context of the Cornwall Bidco
Group or the wider Civica Group (as applicable), in either case taken as a
whole;
(iv) impose any material limitation on, or result in
any material delay in, the ability of any member of the Cornwall Bidco Group to
acquire, hold or exercise effectively, directly or indirectly, all or any rights
of ownership of Civica Shares or any shares or securities convertible into
Civica Shares or on the ability of any member of the Cornwall Bidco Group or any
member of the wider Civica Group to hold or exercise effectively, directly or
indirectly, all or any rights of ownership of shares in, or to exercise voting
or management control over, any member of the wider Civica Group, in any such
case which is material in the context of the wider Civica Group taken as a
whole;
(v) other than pursuant to the Offer, require any
member of the Cornwall Bidco Group and/or of the wider Civica Group to acquire
or offer to acquire any shares or other securities or interest in any member of
the wider Civica Group owned by any third party in circumstances which would
impose on the relevant member of the Cornwall Bidco Group or the wider Civica
Group a liability which is material in the context of the Cornwall Bidco Group
or the wider Civica Group (as the case may be) taken as a whole;
(vi) impose any material limitation on the ability of
any member of the wider Civica Group to integrate or co-ordinate its business,
or any material part of it, with the business of any other member of the wider
Civica Group which is adverse to and material in the context of the wider Civica
Group taken as a whole; or
(vii) otherwise adversely affect any or all of the
businesses, assets, profits or financial or trading position of any member of
the wider Civica Group or any member of the Cornwall Bidco Group to an extent
which is material in the context of the wider Civica Group or of the obligations
of the members of the Cornwall Bidco Group in connection with the Offer, in each
case taken as a whole,
and all applicable waiting and other time periods during which any
Third Party could institute, implement or threaten any such action, proceedings,
suit, investigation, enquiry or reference under the laws of any relevant
jurisdiction, having expired, lapsed or been terminated;
(d) all necessary filings and applications having been made and all
necessary waiting and other time periods (including any extensions thereof)
under any applicable legislation or regulations of any jurisdiction in which any
member of the Civica Group is incorporated, carries on business or distributes
its products having expired, lapsed or been terminated (as appropriate) and all
statutory or regulatory obligations in any such jurisdiction having been
complied with, in each case as may be necessary in connection with the Offer and
its implementation or the acquisition or proposed acquisition by Cornwall Bidco
of any shares or other securities in, or control of, Civica and all
authorisations, orders, recognitions, grants, consents, clearances,
confirmations, licences, certificates, permissions and approvals
("Authorisations") which are material and reasonably deemed necessary by
Cornwall Bidco for or in respect of the Offer or the acquisition or proposed
acquisition by Cornwall Bidco of any shares or other securities in, or control
of, Civica or the carrying on by any member of the wider Civica Group of its
business having been obtained on terms and in a form reasonably satisfactory to
Cornwall Bidco from all appropriate Third Parties or persons with whom any
member of the wider Civica Group has entered into contractual arrangements and
all such Authorisations remaining in full force and effect and all filings
necessary for such purpose having been made and there being no written notice of
any intention to revoke, suspend, restrict or adversely amend or not renew the
same at the time at which the Offer becomes or is declared wholly unconditional,
in each case where the absence of such Authorisation would have a material
adverse effect on the wider Civica Group taken as a whole;
(e) except as publicly announced by or on behalf of Civica prior to 28
March 2008 through a Regulatory Information Service (an "RIS") ("Announced"), or
as disclosed in the consolidated annual report and accounts of Civica for the 12
months ended 30 September 2007 ("Annual Accounts") or by or on behalf of Civica
in writing (or in written form) to Cornwall Bidco or its advisers or their
respective officers or employees, in each case prior to 28 March 2008
("Disclosed"), there being no provision of any arrangement, agreement, licence
or other instrument to which any member of the wider Civica Group is a party or
by or to which any such member or any of its respective assets is or are bound,
entitled or subject which, in consequence of the making or implementation of the
Offer or the proposed acquisition of any shares or other securities in, or
control of, Civica by Cornwall Bidco or because of a change in the control or
management of Civica or otherwise, could reasonably be expected to result in (to
an extent which is material in the context of the wider Civica Group taken as a
whole):
(i) any indebtedness or liabilities actual or
contingent of, or any grant available to, any member of the wider Civica Group
being or becoming repayable or capable of being declared repayable immediately
or prior to its stated maturity or the ability of any such member to borrow
monies or incur any indebtedness being withdrawn or inhibited or being capable
of becoming or being withdrawn or inhibited;
(ii) the creation or enforcement of any mortgage,
charge or other security interest over the whole or any material part of the
business, property, assets or shares or interests of any member of the wider
Civica Group or any such security (whenever created, arising or having arisen)
becoming enforceable;
(iii) any such arrangement, agreement, licence or
instrument or the rights, liabilities, obligations or interests of any member of
the wider Civica Group under any such arrangement, agreement, licence or
instrument (or any arrangement, agreement, licence or instrument relating to any
such right, liability, obligation, interest or business) or the interests or
business of any such member in or with any other person, firm, company or body
being or becoming capable of being terminated or adversely modified or any
adverse action being taken or any onerous obligation or liability arising
thereunder;
(iv) any asset or interest of any member of the wider
Civica Group being or falling to be disposed of or charged or ceasing to be
available to any member of the wider Civica Group or any right arising under
which any such asset or interest could be required to be disposed of or charged
or could cease to be available to any member of the wider Civica Group, in each
case otherwise than in the ordinary course of business;
(v) any member of the wider Civica Group ceasing to
be able to carry on business under any name under which it presently does so;
(vi) any change in or effect on the ownership or use
of any material intellectual property rights owned or used by any member of the
wider Civica Group;
(vii) the value or financial or trading position of
any member of the wider Civica Group being prejudiced or adversely affected; or
(viii) the creation of any material liability, actual
or contingent, by any such member otherwise than in the ordinary course of
business,
and no event having occurred which, under any provision of any
such arrangement, agreement, license or other instrument, might reasonably be
expected to result in any of the events referred to in this condition (e) unless
in any case, if any such provision exists, such provision shall have been
waived, modified or amended on terms satisfactory to Cornwall Bidco (acting
reasonably);
(f) since 30 September 2007 and except as Disclosed or Announced, no
member of the wider Civica Group having:
(i) issued or agreed to issue or authorised or
proposed the issue of additional shares or securities of any class, or
securities convertible into or exchangeable for shares, or rights, warrants or
options to subscribe for or acquire any such shares, securities or convertible
securities (save for issues between Civica and any of its wholly-owned
subsidiaries or between such wholly-owned subsidiaries and save for options
granted under the Civica Share Incentive Schemes before 28 March 2008 or the
issue of any Civica Shares allotted upon the exercise of options granted before
28 March 2008 under the Civica Share Incentive Schemes) or redeemed, purchased,
repaid or reduced or announced any proposal for the redemption, purchase,
repayment or reduction of any part of its share capital or any other securities
(save for any such transactions between Civica and any of its wholly-owned
subsidiaries or between such wholly-owned subsidiaries);
(ii) save for the final dividend of 1.6 pence per
Civica Share paid on 7 March 2008 to Shareholders on the register of members of
Civica as at the close of business on 8 February 2008, recommended, declared,
made or paid or proposed to recommend, declare, make or pay any bonus, dividend
or other distribution whether payable in cash or otherwise, other than any
bonus, dividend or distribution by any wholly-owned subsidiary within the Civica
Group;
(iii) save as between Civica and its wholly-owned
subsidiaries or between such wholly-owned subsidiaries, effected, authorised,
proposed or announced its intention to propose any change in its share or loan
capital which in each case would be material in the context of the wider Civica
Group taken as a whole;
(iv) save as between Civica and its wholly-owned
subsidiaries or between such wholly-owned subsidiaries, effected, authorised,
proposed or announced its intention to propose any merger, demerger,
reconstruction, arrangement, amalgamation, commitment or scheme or (other than
in the ordinary course of business) any material acquisition or disposal or
transfer of assets or shares or any right, title or interest in any assets or
shares, which in each case is material in the context of the wider Civica Group
taken as a whole;
(v) entered into, varied, terminated or authorised
or announced its intention to enter into, vary, terminate or authorise any
agreement, arrangement, contract, transaction or commitment (other than in the
ordinary course of business and whether in respect of capital expenditure or
otherwise) which is of a long-term or unusual or onerous nature or magnitude, or
which involves or could involve an obligation of such a nature or magnitude, in
each case which is material in the context of the wider Civica Group taken as a
whole;
(vi) entered into any contract, transaction or
arrangement which would or is reasonably likely to be restrictive on the
business or any member of the wider Civica Group in a manner which is material
in the context of the wider Civica Group taken as a whole;
(vii) issued, authorised or proposed the issue of or
made any change in or to any debentures, or (other than in the ordinary course
of business) incurred or increased any indebtedness or liability, actual or
contingent, which in each case is material in the context of the wider Civica
Group taken as a whole;
(viii) (except where the consequences would not be
material in the context of the wider Civica Group taken as a whole) been unable
or admitted in writing that it is unable to pay its debts or having stopped or
suspended (or threatened to stop or suspend) payment of its debts generally or
ceased or threatened to cease carrying on all or a substantial part of its
business or proposed or entered into any composition or voluntary arrangement
with its creditors (or any class of them) or filed at court documentation in
order to obtain a moratorium prior to a voluntary arrangement or, by reason of
actual or anticipated financial difficulties, commenced negotiations with one or
more of its creditors with a view to rescheduling any of its indebtedness;
(ix) made, or announced any proposal to make, any
change or addition to any retirement, death or disability benefit or any other
employment-related benefit of or in respect of any of its directors, employees,
former directors or former employees, which in each case is material in the
context of the wider Civica Group taken as a whole;
(x) save as between Civica and its wholly-owned
subsidiaries, granted any lease or third party rights in respect of any of the
leasehold or freehold property owned or occupied by it or transferred or
otherwise disposed of any such property in a way which is materially adverse in
the context of the wider Civica Group taken as a whole;
(xi) save in respect of normal salary increases in
accordance with past practice and except otherwise in the ordinary course of
business, entered into or materially improved or made any offer (which remains
open for acceptance) to enter into or materially improve the terms of any
service agreement with any director or senior executive of Civica or any
director or senior executive of the wider Civica Group;
(xii) other than in respect of a body corporate which
is dormant and was solvent at the relevant time, taken or proposed any corporate
action or had any proceedings started or threatened in writing against it for
its winding-up (voluntary or otherwise), dissolution, striking-off or
reorganisation or for the appointment of a receiver, administrator (including
the filing of any administration application, notice of intention to appoint an
administrator or notice of appointment of an administrator), administrative
receiver, trustee or similar officer of all or any material part of its assets
or revenues or for any analogous proceedings or steps in any jurisdiction in
which any member of the Civica Group is incorporated, carries on business or
distributes its products or for the appointment of any analogous person in any
such jurisdiction;
(xiii) made any amendment to its memorandum or articles
of association which is prejudicial to the success of the Offer;
(xiv) save in the ordinary course of business, waived
or compromised any claim or authorised any such waiver or compromise which is
material in the context of the wider Civica Group taken as a whole;
(xv) taken, entered into or had started or threatened
against it in a jurisdiction outside England and Wales any form of insolvency
proceeding or event similar or analogous to any of the events referred to in
conditions (f)(viii) and (xii) above; or
(xvi) agreed to enter into or entered into an agreement
or arrangement or commitment or passed any resolution or announced any intention
with respect to any of the transactions, matters or events referred to in this
condition (f);
(g) except as Announced or Disclosed, since 30 September 2007:
(i) there having been no material adverse change or
deterioration in the business, assets, financial or trading position or profits
of the wider Civica Group taken as a whole;
(ii) no material litigation, arbitration
proceedings, prosecution or other legal proceedings to which any member of the
wider Civica Group is or may reasonably be expected to become a party (whether
as claimant or defendant or otherwise), and no material enquiry or investigation
by or complaint or reference to any Third Party, against or in respect of any
member of the wider Civica Group, having been threatened in writing, announced
or instituted and remaining outstanding by, against or in respect of any member
of the wider Civica Group, in any way which is materially adverse in the context
of the wider Civica Group taken as a whole; and
(iii) no contingent or other liability having arisen
or become apparent or increased which is reasonably likely to adversely affect
the business, assets, financial or trading position or profits of any member of
the wider Civica Group to an extent which is material to the wider Civica Group
taken as a whole;
(h) save as Disclosed or Announced, Cornwall Bidco not having
discovered:
(i) that any financial, business or other
information concerning Civica or the wider Civica Group which is contained in
the information publicly disclosed since 30 September 2006 by or on behalf of
any member of the wider Civica Group and which is material in the context of the
Offer contains a material misrepresentation of fact which has not, prior to 28
March 2008, been corrected by public announcement through an RIS or omits to
state a fact necessary to make the information contained therein not materially
misleading (save where the consequences thereof would not be material in the
context of the wider Civica Group taken as a whole); or
(ii) that any member of the wider Civica Group is
subject to any liability, contingent or otherwise, which is not disclosed in the
Annual Accounts and which is material in the context of the wider Civica Group
taken as a whole;
(i) save as Disclosed or Announced, Cornwall Bidco not having
discovered that:
(i) there has been a disposal, spillage or leakage
of waste or hazardous substance or any substance likely to impair the
environment or harm human health on, or there has been an emission or discharge
of any waste or hazardous substance or any substance likely to impair the
environment or harm human health from, any land or other asset now or previously
owned, occupied or made use of by any past or present member of the wider Civica
Group which would be reasonably likely to give rise to any liability (whether
actual or contingent, civil or criminal) or cost on the part of any member of
the wider Civica Group which is material in the context of the wider Civica
Group taken as a whole;
(ii) any past or present member of the wider Civica
Group has failed to comply with any and/or all applicable legislation or
regulations of any relevant jurisdiction with regard to the use, treatment,
handling, storage, transport, disposal, spillage, release, discharge, leak or
emission of any waste or hazardous substance or any substance reasonably likely
to impair the environment or harm human health or animal health or otherwise
relating to environmental matters, or that there has otherwise been any such
use, treatment, handling, storage, transport, disposal, spillage, release,
discharge, leak or emission (whether or not the same constituted a
non-compliance by any member of the wider Civica Group with any such legislation
or regulations, and wherever the same may have taken place) any of which use,
treatment, handling, storage, transport, disposal, spillage, release, discharge,
leak or emission would be reasonably likely to give rise to any liability
(actual or contingent, civil or criminal) or cost on the part of any member of
the wider Civica Group which is material in the context of the wider Civica
Group taken as a whole;
(iii) there is, or is reasonably likely to be, any
liability (actual or contingent) on any past or present member of the wider
Civica Group to make good, alter, improve, repair, reinstate, clean up or
otherwise assume responsibility for any property or any controlled waters now or
previously owned, occupied, operated or made use of or controlled by any past or
present member of the wider Civica Group, under any environmental legislation,
regulation, notice, circular or order of any government, governmental,
quasi-governmental, state or local government, supranational, statutory or other
regulatory body, agency, court, association or any other person or body in any
jurisdiction in which any member of the Civica Group is incorporated, carries on
business or distributes its products which is material in the context of the
wider Civica Group taken as a whole.
Subject to the requirements of the Panel, Cornwall Bidco reserves the right to
waive all or any of conditions (c) to (i) inclusive, in whole or in part.
Condition (b) must be fulfilled within 21 days after the later of the First
Closing Date and the date on which condition (a) is fulfilled and conditions (c)
to (i) inclusive must be determined by Cornwall Bidco in its reasonable opinion
to have been or remain satisfied as at, or waived on or before, midnight on the
21st day after the later of the First Closing Date and the date on which
condition (a) is fulfilled (or in each such case such later date as Cornwall
Bidco may, with the consent of the Panel or in accordance with the City Code,
agree), failing which the Offer will lapse.
Cornwall Bidco shall be under no obligation to waive or treat as fulfilled any
of conditions (c) to (i) inclusive by a date earlier than the latest date
specified above for the fulfilment thereof notwithstanding that the other
conditions of the Offer may at such earlier date have been waived or fulfilled
and that there are at such earlier date no circumstances indicating that any of
such conditions may not be capable of fulfilment.
Except with the Panel's consent Cornwall Bidco will not invoke any of the above
conditions (except for the acceptance condition in (a) above) so as to cause the
Offer not to proceed, to lapse or to be withdrawn unless the circumstances which
give rise to the right to invoke the relevant conditions are of material
significance to Cornwall Bidco in the context of the Offer.
References to a "substantial interest" in an undertaking or other enterprise and
similar expressions shall be taken to refer to a direct or an indirect interest
of 20 per cent. or more of the voting rights exercisable in relation to the
undertaking or enterprise concerned or in the equity capital or any class of
equity capital of such undertaking or enterprise.
PART B
CERTAIN FURTHER TERMS OF THE OFFER
Save with the consent of the Panel, the Offer will lapse if the proposed
acquisition of Civica by Cornwall Bidco is referred to the Competition
Commission before 1.00 p.m. on the First Closing Date or the date when the Offer
becomes or is declared unconditional as to acceptances, whichever is the later.
In such circumstances, the Offer will cease to become capable of further
acceptance and accepting Shareholders and Cornwall Bidco shall cease to be bound
by acceptances delivered on or before the date on which the Offer so lapses.
Cornwall Bidco reserves the right to make such changes to the above conditions
as may be necessary in the event that the conditions of the Offer are required
to be amended to comply with Rule 9 of the City Code.
The Offer is being made on the terms and subject to the conditions which are set
out in this Appendix I and those terms which are set out in the Offer Document
and (in the case of certificated Civica Shares) the Form of Acceptance. This
announcement does not constitute an offer or invitation to purchase any
securities.
The Offer is governed by English law and the City Code and subject to the
jurisdiction of the English courts and to the conditions and further terms set
out below and to be set out in the Offer Document and (in the case of
certificated Civica Shares) Form of Acceptance.
APPENDIX II
BASES OF CALCULATIONS, SOURCES OF INFORMATION AND FURTHER INFORMATION
In this announcement, unless otherwise stated or the context otherwise requires,
the following bases and sources have been used:
(a) historic Civica Share prices are sourced from the AIM Appendix to the
Daily Official List of the London Stock Exchange and represent closing middle
market prices for Civica Shares on the relevant date(s);
(b) the value of the existing issued share capital of Civica is based upon
the entire issued share capital at the date of this announcement, namely
63,033,114 Civica Shares;
(c) the fully diluted share capital of Civica is calculated on the basis of:
- the number of issued Civica Shares, as set out in paragraph
(b) above; plus
- the 7,352,444 "in the money" options outstanding under the Share
Incentive Schemes on 27 March 2008 (the latest practicable date
prior to publication of this announcement) and which are
expected to become exercisable as a consequence of the Offer;
(d) references to a percentage of Civica Shares are based on the number of
Civica Shares in issue as set out at paragraph (b);
(e) unless otherwise stated, the financial information relating to Civica
has been extracted from its audited annual accounts;
(f) the maximum cash consideration payable under the Offer is based on
63,033,114 Civica Shares in issue and at the time of announcing the Offer, no
more than 7,352,444 Civica Shares to be issued to satisfy the exercise of the
exercise of options or vesting of awards granted under the Share Incentive
Schemes;
(g) information relating to Cornwall Bidco has been provided by the board of
Cornwall Bidco and information relating to 3i has been extracted from published
sources and provided by persons duly authorised by 3i.
Concert party
The persons acting, or deemed to be acting, in concert with Cornwall Bidco for
the purposes of the Offer include the Management Team, the Executives (including
in each case, their close relatives and related trusts), 3i and its
subsidiaries, the 3i Investors, certain specified directors and officers of 3i
and its subsidiaries (including the members of the 3i Investment Committee),
Parallel Private Equity Limited, the administrator of Parallel Ventures (No. 2)
Co-Investment Plan and funds managed or advised by 3i or its subsidiaries.
Disclosure of interests in Civica
1. Members of the Management Team and the Executives have the following
interests in Civica Shares:
Name Number of Civica Shares Percentage of Civica existing issued
share capital
Simon Downing 31,899 0.05
Michael Stoddard 19,139 0.30
Wendy Merry 1,296 0.00
Steven Reynolds 8,834 0.01
2. Members of the Management Team have the following interests pursuant to
the Share Incentive Schemes:
+--------+-------------------------+---------------------------+---------------------------+
|Employee| Approved Scheme | Unapproved Scheme | Long Term Incentive Plan |
+--------+------+---------+--------+---------+--------+--------+---------+--------+--------+
| |No. of| Exercise|Exercise| No. of|Exercise|Exercise| No. of|Exercise|Exercise|
| |Civica| Period| Price| Civica| Period| Price| Civica| Period| Price|
| |Shares| | | Shares| | | Shares| | |
+--------+------+---------+--------+---------+--------+--------+---------+--------+--------+
|Simon |16,438| 14/05/| �1.825|1,061,807| 01/01/| �1.750|1,078,949| 01/01/| �1.00|
|Downing | | 2007 to| | | 2007 to| | | 2007| |
| | | | | | | | | onwards| per|
| | | 14/05/| | | 01/03/| | | | option|
| | | 2014| | | 2014| | | | |
+--------+------+---------+--------+---------+--------+--------+---------+--------+--------+
| | | | | | | | 143,066| 27/01/| �1.00|
| | | | | | | | | 2008| |
| | | | | | | | | onwards| per|
| | | | | | | | | | option|
+--------+------+---------+--------+---------+--------+--------+---------+--------+--------+
| | | | | | | | 107,422| 20/12/| �1.00|
| | | | | | | | | 2009| |
| | | | | | | | | onwards| per|
| | | | | | | | | | option|
+--------+------+---------+--------+---------+--------+--------+---------+--------+--------+
| | | | | | | | 180,233| 20/12/| �1.00|
| | | | | | | | | 2010| |
| | | | | | | | | onwards| per|
| | | | | | | | | | option|
+--------+------+---------+--------+---------+--------+--------+---------+--------+--------+
|Mike |16,438| 14/05/| �1.825| 457,595| 01/01/| �1.750| 561,053| 01/01/| �1.00|
|Stoddard| | 2007 to| | | 2007| | | 2007| |
| | | | | | | | | onwards| per|
| | | 14/05/| | | to| | | | option|
| | | 2014| | | | | | | |
| | | | | | 01/03/| | | | |
| | | | | | 2014| | | | |
+--------+------+---------+--------+---------+--------+--------+---------+--------+--------+
| | | | | | | | 74,397| 27/01/| �1.00|
| | | | | | | | | 2008| |
| | | | | | | | | onwards| per|
| | | | | | | | | | option|
+--------+------+---------+--------+---------+--------+--------+---------+--------+--------+
| | | | | | | | 66,406| 20/12/| �1.00|
| | | | | | | | | 2009| |
| | | | | | | | | onwards| per|
| | | | | | | | | | option|
+--------+------+---------+--------+---------+--------+--------+---------+--------+--------+
| | | | | | | | 110,465| 20/12/| �1.00|
| | | | | | | | | 2010| |
| | | | | | | | | onwards| per|
| | | | | | | | | | option|
+--------+------+---------+--------+---------+--------+--------+---------+--------+--------+
|Peter |16,438| 14/05/| �1.825| 155,489| 01/01/| �1.750| 128,947| 01/01/| �1.00|
|Anderson| | 2007 to| | | 2007| | | 2007| |
| | | | | | | | | onwards| per|
| | | 14/05/| | | to| | | | option|
| | | 2014| | | | | | | |
| | | | | | 01/03/| | | | |
| | | | | | 2014| | | | |
+--------+------+---------+--------+---------+--------+--------+---------+--------+--------+
| | | | | | | | 34,336| 27/01/| �1.00|
| | | | | | | | | 2008| |
| | | | | | | | | onwards| per|
| | | | | | | | | | option|
+--------+------+---------+--------+---------+--------+--------+---------+--------+--------+
| | | | | | | | 45,313| 20/12/| �1.00|
| | | | | | | | | 2009| |
| | | | | | | | | onwards| per|
| | | | | | | | | | option|
+--------+------+---------+--------+---------+--------+--------+---------+--------+--------+
| | | | | | | | 73,375| 04/12/| �1.00|
| | | | | | | | | 2010| |
| | | | | | | | | | per|
| | | | | | | | | onwards| option|
+--------+------+---------+--------+---------+--------+--------+---------+--------+--------+
|Steven |16,438| 14/05/| �1.825| 198,647| 01/01/| �1.750| 302,105| 01/01/| �1.00|
|Reynolds| | 2007 to| | | 2007| | | 2007| |
| | | | | | | | | onwards| per|
| | | 14/05/| | | to| | | | option|
| | | 2014| | | | | | | |
| | | | | | 01/03/| | | | |
| | | | | | 2014| | | | |
+--------+------+---------+--------+---------+--------+--------+---------+--------+--------+
| | | | | | | | 40,058| 27/01/| �1.00|
| | | | | | | | | 2008| |
| | | | | | | | | onwards| per|
| | | | | | | | | | option|
+--------+------+---------+--------+---------+--------+--------+---------+--------+--------+
| | | | | | | | 35,742| 20/12/| �1.00|
| | | | | | | | | 2009| |
| | | | | | | | | onwards| per|
| | | | | | | | | | option|
+--------+------+---------+--------+---------+--------+--------+---------+--------+--------+
| | | | | | | | 38,853| 04/12/| �1.00|
| | | | | | | | | 2010| |
| | | | | | | | | | per|
| | | | | | | | | onwards| option|
+--------+------+---------+--------+---------+--------+--------+---------+--------+--------+
|Tim |16,438| 14/05/| �1.825| 69,173| 01/01/| �1.750| 86,315| 01/01/| �1.00|
|Magness | | 2007 to| | | 2007| | | 2007| |
| | | | | | | | | onwards| per|
| | | 14/05/| | | to| | | | option|
| | | 2014| | | | | | | |
| | | | | | 01/03/| | | | |
| | | | | | 2014| | | | |
+--------+------+---------+--------+---------+--------+--------+---------+--------+--------+
| | | | | | | | 124,705| 27/01/| �1.00|
| | | | | | | | | 2008| |
| | | | | | | | | onwards| per|
| | | | | | | | | | option|
+--------+------+---------+--------+---------+--------+--------+---------+--------+--------+
| | | | | | | | 26,367| 20/12/| �1.00|
| | | | | | | | | 2009| |
| | | | | | | | | onwards| per|
| | | | | | | | | | option|
+--------+------+---------+--------+---------+--------+--------+---------+--------+--------+
| | | | | | | | 45,382| 04/12/| �1.00|
| | | | | | | | | 2010| |
| | | | | | | | | | per|
| | | | | | | | | onwards| option|
+--------+------+---------+--------+---------+--------+--------+---------+--------+--------+
|Wendy | -| -| -| -| -| -| 23,438| 20/12/| �1.00|
|Merry | | | | | | | | 2009| |
| | | | | | | | | onwards| per|
| | | | | | | | | | option|
+--------+------+---------+--------+---------+--------+--------+---------+--------+--------+
| | | | | | | | 42,038| 04/12/| �1.00|
| | | | | | | | | 2010| |
| | | | | | | | | | per|
| | | | | | | | | onwards| option|
+--------+------+---------+--------+---------+--------+--------+---------+--------+--------+
|John | -| -| -| -| -| -| 50,828| 04/12/| �1.00|
|Dutton | | | | | | | | 2010| |
| | | | | | | | | | per|
| | | | | | | | | onwards| option|
+--------+------+---------+--------+---------+--------+--------+---------+--------+--------+
|David | -| -| -| -| -| -| 54,688| 20/12/| �1.00|
|Roots | | | | | | | | 2009| |
| | | | | | | | | onwards| per|
| | | | | | | | | | option|
+--------+------+---------+--------+---------+--------+--------+---------+--------+--------+
| | | | | | | | 94,745| 04/12/| �1.00|
| | | | | | | | | 2010| |
| | | | | | | | | | per|
| | | | | | | | | onwards| option|
+--------+------+---------+--------+---------+--------+--------+---------+--------+--------+
|John | -| -| -| -| -| -| 63,694| 04/12/| �1.00|
|Hood | | | | | | | | 2010| |
| | | | | | | | | | per|
| | | | | | | | | onwards| option|
+--------+------+---------+--------+---------+--------+--------+---------+--------+--------+
APPENDIX III
DETAILS OF IRREVOCABLE UNDERTAKINGS
The Civica Directors have irrevocably undertaken to accept, or to take all steps
within their power to procure the acceptance of, the Offer in respect of their
entire beneficial holdings. Those holdings amount to, in aggregate, 65,323
Civica Shares, representing, in aggregate, approximately 0.10 per cent. of the
existing issued share capital of Civica. The irrevocable undertakings will
lapse on the Offer being withdrawn or lapsing if the Offer Document is not
posted to Shareholders within 28 days of the date of this announcement, or if
the Offer is not made in the circumstances referred to in the irrevocable
undertaking.
The irrevocable undertakings listed above will remain binding in the event of a
competing offer for Civica.
The following table shows the number of Civica Shares in which each of the
Civica Directors had an interest on the date of the irrevocable undertaking
given by him, and in respect of which an irrevocable undertaking was given:
Name Number of Civica Shares
Simon Downing 31,899
Michael Stoddard 19,139
Laurence Vaughan 14,285
In addition, Cornwall Bidco has received irrevocable undertakings to accept (or
procure the acceptance of) the Offer in respect of holdings comprising, in
aggregate, 26,083,295 Shares and representing approximately 41.38 per cent. of
the existing issued share capital of Civica from the following:
Name Number of Civica Shares
BlackRock Investment Management (UK) Limited 3,808,027
Jupiter Asset Management Limited 5,628,937
AXA Framlington Investment Management Limited 9,888,819
Laxey Partners Limited 6,757,512
The irrevocable undertakings that have been given by BlackRock Investment
Management (UK) Limited and Jupiter Asset Management Limited will cease to be
binding if (i) a competing offer is made for Civica which, in the reasonable
opinion of Dresdner Kleinwort, exceeds the value of the Offer by more than 10
per cent. and (ii) a period of ten business days has elapsed since the
announcement of such third party offer without Cornwall Bidco having revised the
Offer so that, in the reasonable opinion of Dresdner Kleinwort, the value of the
revised Offer exceeds the value of the offer by such third party.
The irrevocable undertakings that have been given by AXA Framlington Investment
Management Limited and Laxey Partners Limited will cease to be binding if a
competing offer is made for Civica which, in the reasonable opinion of Dresdner
Kleinwort, exceeds the value of the Offer by more than 5 per cent. and, in the
case of that given by Laxey Partners Limited only, a period of five business
days has elapsed since the announcement of such third party offer without
Cornwall Bidco having revised the Offer so that, in the reasonable opinion of
Dresdner Kleinwort, the value of the revised Offer exceeds the value of the
offer by such third party.
The undertakings listed above will lapse on the Offer being withdrawn or
lapsing, if the Offer Document is not posted to Shareholders within 28 days of
the date of this announcement, or if the Offer is not made in the circumstances
referred to in the irrevocable undertaking.
In addition to those irrevocable undertakings listed above, Cornwall Bidco has
received a non-binding letter of intent from M&G Investment Management Limited
to accept the Offer in respect of 3,305,716 Civica Shares, representing
approximately 5.24 per cent. of the existing issued share capital of Civica.
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this announcement unless the context
requires otherwise:
2006 Act the Companies Act 2006
3i 3i Group plc
3i Funds 3i Europartners Va LP and 3i Europartners Vb LP
3i Investment Committee the members of the investment committee of 3i Investments who
have approved the investment by the 3i Investors in Cornwall
Bidco being Ian Nolan, Paul Waller and Gustav Bard.
3i Investments 3i Investments plc, a wholly-owned subsidiary of 3i
3i Investors the 3i Funds, 3i Pan European Buyouts 2006-08A LP, 3i Pan
European Buyouts 2006-08B LP, 3i Pan European Buyouts 2006-08C
LP and 3i Parallel Ventures LP
Acquisition Facility the acquisition facility to be provided to Cornwall Bidco,
details of which are set out in paragraph 10 of this
announcement
Act the Companies Act 1985, as amended, modified, consolidated,
re-enacted or replaced from time to time
AIM AIM, a market operated by the London Stock Exchange
AIM Rules the AIM Rules for Companies published by the London Stock
Exchange
Board as the context requires, the board of directors of Civica or
the board of directors of Cornwall Bidco and the terms "Civica
Board" and "Cornwall Bidco Board" shall be construed accordingly
Business Day any day (other than a public holiday, Saturday or Sunday) on
which clearing banks in London are open for normal business
Canada Canada, its provinces and territories and all areas under its
jurisdiction and political sub-divisions thereof
certificated or in certificated form a share or other security which is not in uncertificated form
(that is, not in CREST)
Civica or Company Civica plc
Civica Directors or Directors of Civica the directors of Civica at the date of this announcement
Civica Group Civica and its subsidiaries and subsidiary undertakings
Civica Shares includes:
(a) the existing unconditionally allotted or issued
ordinary shares of 5 pence nominal value each in the capital of
Civica; and
(b) any further ordinary shares of 5 pence nominal value
each in the capital of Civica which are unconditionally allotted
or issued whilst the Offer remains open for acceptance or before
such earlier date as Cornwall Bidco (subject to the City Code)
may determine, not being earlier than the date on which the
Offer becomes or is declared unconditional as to acceptances,
but excludes any shares held as treasury shares on such date as
Cornwall Bidco may determine before the Offer closes (which may
be a different date to the date referred to in (b))
City Code The City Code on Takeovers and Mergers
Close Brothers Close Brothers Corporate Finance Limited, Rule 3 financial
adviser to Civica
Closing Price The closing middle market quotation of a Civica Share as derived
from the AIM Appendix to the Daily Official List
Cornwall Ausco Cornwall Australia Pty Ltd
Cornwall Bidco Cornwall Bidco Limited, a company incorporated in England and
Wales under registered number 6523321 with its registered office
at 10 Snow Hill, London, EC1A 2AL, England
Cornwall Bidco Directors or Directors The directors of Cornwall Bidco at the date of this document
of Cornwall Bidco
Cornwall Bidco Group Cornwall Topco, Cornwall Midco, Cornwall Bidco and Cornwall Ausco
Cornwall Midco Cornwall Midco Limited, a company incorporated in England and
Wales under registered number 6523370 with its registered office
at 10 Snow Hill, London, EC1A 2AL, England
Cornwall Midco Loan Note loan notes issued by Cornwall Midco and repayable 31 March 2019
Cornwall Topco Cornwall Topco Limited, a company incorporated in England and
Wales under registered number 6523423 with its registered office
at 10 Snow Hill, London, EC1A 2AL, England
Cornwall Topco A Shares A ordinary shares of �1.00 each in the capital of Cornwall Topco
Cornwall Topco Employee Trust a trust or similar entity to be established to hold Cornwall
Topco Ordinary Shares and Cornwall Topco A Shares on behalf of
certain members of the Management Team and the Executives
Cornwall Topco Ordinary Shares ordinary shares of �1.00 each in the capital of Cornwall Topco
Cornwall Topco Shares Cornwall Topco A Shares and Cornwall Topco Ordinary Shares
Credit Facilities the Acquisition Facility, the Term Facility, the Mezzanine
Facility and Revolving Facility
CREST the relevant system (as defined in the Regulations) in respect
of which Euroclear UK & Ireland is the Operator (as defined in
the Regulations)
Daily Official List the Daily Official List of the London Stock Exchange
Dresdner Kleinwort Dresdner Kleinwort Limited, financial adviser and broker to
Civica
Euroclear UK & Ireland Euroclear UK & Ireland Limited, the operator of CREST
Executives Tim Magness, Wendy Merry, John Dutton, David Roots, John Hood
and Steven Reynolds
Form of Acceptance the form of acceptance and authority relating to the Offer
which may only be completed by holders of Civica Shares in
certificated form
Form of Proxy the form of proxy for use by Independent Shareholders in respect
of the General Meeting
General Meeting the general meeting of Civica to be held at 2.00p.m. on 14 April
2008 at which the Resolution will be put to the Independent
Shareholders (and any adjournment thereof)
Independent Directors Laurence Vaughan, Roger Lane-Smith and Paul Lester, who are
non-executive directors of Civica
Independent Shareholders all Shareholders other than the Management Shareholders and any
members of the Cornwall Bidco Group and any person acting or
deemed to be acting in concert with Cornwall Bidco
Inducement Fee Agreement the inducement fee agreement between Civica and 3i Investments
dated 14 February 2008, details of which are set out at
paragraph 7 of this announcement
Interim Loan Agreement the interim loan agreement between Cornwall Bidco, the Lenders
and ECAS S.a.r.l., details of which are set out in paragraph 10
of this announcement
Japan Japan, its cities, prefectures, territories and possessions
Lenders Lloyds TSB Bank plc, The Governor and Company of the Bank of
Ireland, National Australia Bank Limited (ABN 12004044937) and
The Royal Bank of Scotland
London Stock Exchange London Stock Exchange plc
Management Arrangements the arrangements described in paragraph 8 of this announcement
relating to the Management Team
Management Shareholders the Management Team and the Executives who currently hold Civica
Shares or who prior to the General Meeting come to hold Civica
Shares (including pursuant to the Share Incentive Schemes),
together with Shareholders and members of their immediate family
who are connected persons of Management Team or the Executives
Management Team Simon Downing, Michael Stoddard and Peter Anderson
Mezzanine Facility the mezzanine facility to be provided to Cornwall Bidco, details
of which are set out in paragraph 10 of this announcement
Offer the recommended cash offer to be made by Cornwall Bidco to
acquire the entire issued and to be issued ordinary share
capital of Civica on the terms and subject to the conditions set
out in this announcement including, where the context so
requires, any subsequent revision, variation, extension, or
renewal of such Offer
Offer Document the document to be published containing the Offer
Offer Period the period commencing on 28 March 2008 and ending on the latest
of the First Closing Date, the date on which the Offer lapses
and the date on which the Offer becomes or is declared
unconditional as to acceptances
Offer Price 270 pence per Civica Share
Overseas Shareholders Shareholders (or nominees of, or custodians or trustees for
Shareholders) not resident in or citizens of the United Kingdom
Panel the Panel on Takeovers and Mergers
p, pence or � the lawful currency of the United Kingdom
Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No.
3755)
Resolution the ordinary resolution to be put to the Independent
Shareholders at the General Meeting to approve the Management
Arrangements, pursuant to Rule 16 of the City Code
Restricted Jurisdiction any jurisdiction where local laws or regulations may result in a
significant risk of civil, regulatory or criminal exposure if
information concerning the Offer is sent or made available to
Shareholders in that jurisdiction
Revolving Facility the revolving facility to be provided to Cornwall Bidco, details
of which are set out in paragraph 10 of this announcement
Securities Act The United States Securities Act of 1933, as amended
Shareholders holders of Civica Shares
Share Incentive Schemes the Civica plc Approved Company Share Option Plan, the Civica
plc Unapproved Company Share Option plan, the Civica plc
Directors and Senior Executives Long Term Incentive Plan, the
Civica plc Sharesave Plan
subsidiary and subsidiary undertaking have the meaning given to these terms in the Act but for those
purposes ignoring paragraph 20(1)(b) of Schedule 4A to the Act
Term Facility the senior term loan facilities to be provided to Cornwall
Bidco, details of which are set out in paragraph 10 of this
announcement
Treasury shares any Civica Shares held by Civica as treasury shares
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland (and
its dependent territories)
uncertificated or in uncertificated form a Civica Share which is for the time being recorded on the
relevant register of the share or security concerned as being
held in uncertificated form in CREST, and title to which, by
virtue of the Regulations, may be transferred by means of CREST
United States or US The United States of America, its territories and possessions,
any state of the United States of America and the District of
Columbia
US Person a US person as defined in Regulation S under the Securities Act
All references to time in this document are to London time.
Words importing the singular shall include the plural and vice versa, and words
importing the masculine shall include the feminine or neutral gender.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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