Purchase of Shares
14 Dicembre 2007 - 2:16PM
UK Regulatory
RNS Number:9682J
Angus Newco Limited
14 December 2007
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, IN OR INTO OR FROM THE UNITED STATES, CANADA OR AUSTRALIA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
ANGUS NEWCO LIMITED ("ANGUS NEWCO") OFFER FOR INSPICIO PLC ("INSPICIO")
Angus Newco announces that this morning it has acquired a total of 24,000,000
Inspicio Shares at the Offer Price of 225 pence per share, representing
approximately 23.62 per cent. of the issued share capital of Inspicio.
Following this purchase, in aggregate, Angus Newco holds, or has received
irrevocable undertakings and non-binding letters of intent to accept the Offer
with regard to, 39,213,449 Inspicio Shares, representing approximately 38.60%
per cent. of Inspicio's existing share capital.
The shares that have been acquired today were acquired from a number of
parties, including 6,613,636 Inspicio Shares, representing approximately 6.51
per cent. of the issued share capital of Inspicio, from Cycladic Capital LLP
("Cycladic"). Angus Newco received a non-binding letter of intent to accept the
Offer from Cycladic with respect to these Inspicio Shares on 13 December 2007.
Accordingly, Angus Newco now has the following irrevocable undertakings and
non-binding letters of intent to accept the Offer:
1. The following Independent Directors have entered into irrevocable
undertakings with Angus Newco to accept the Offer in respect of their
beneficial and connected holdings of Inspicio Shares:
Total Number Percentage of
of Inspicio existing issued
Name Shares share capital
Lesley James 7,000 0.01
John Christopher Slack 19,000 0.02
Mark Watts 14,000 0.01
2. The following members of the Executive Management Team have entered into
irrevocable undertakings with Angus Newco to accept the Offer in respect of
their beneficial and connected holdings of Inspicio Shares:
Total Number Percentage of
of Inspicio existing issued
Name Shares share capital
Mark Silver 255,700 0.25
Richard McBride 23,000 0.02
Julie Dedman 535,160 0.53
3. Keith Tozzi has entered into an irrevocable undertaking with Angus Newco to
accept the Offer in respect of his beneficial holding of Inspicio Shares:
Total Number Percentage of
of Inspicio existing issued
Name Shares share capital
Keith Tozzi 158,000 0.16
4. The following Inspicio Shareholders who are not Independent Directors or
members of the Executive Management Team have entered into irrevocable
undertakings with Angus Newco to accept the Offer in respect of their
beneficial holdings of Inspicio Shares:
Total Number Percentage of
of Inspicio existing issued
Name Shares share capital
Marwyn Neptune Fund LP 4,864,444 4.79
Marwyn Ventures 1 LP 150,000 0.15
5. Angus Newco has obtained the following non-binding letters of intent to
accept the Offer:
Total Number Percentage of
of Inspicio existing issued
Name Shares share capital
AXA Framlington Investment
Management Limited 4,550,571 4.48
GAM International Management
Limited 4,636,574 4.56
Angus Newco Limited / 3i Investments plc Tel: +44 (0)20 7975 3130
Alan Giddins
Rothschild (financial adviser to Angus Newco and 3i) Tel: +44 (0)20 7280 5000
Stuart Vincent
JPMorgan Cazenove (corporate broker to Angus Newco Tel: +44 (0)20 7588 2828
and 3i)
Jonathan Wilcox
Barry Meyers
The Maitland Consultancy (3i PR enquiries) Tel: +44 (0)20 7379 5151
Angus Maitland
Suzanne Bartch
The definitions set out in the Offer Document dated 13 December 2007 apply to
this announcement unless otherwise indicated.
This announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, securities. Any acceptance or other response to
the Offer should be made only on the basis of information referred to in the
Offer Document.
The Offer is not being made, directly or indirectly, in or into or from, or by
use of the mails of, or by any means or instrumentality (including, without
limitation, telephonically or electronically) of interstate or foreign commerce
of, or any facility of a national securities exchange of the United States,
Canada, Australia or Japan and the Offer is not be capable of acceptance by any
such use, means, instrumentality or facilities from within the United States,
Canada, Australia or Japan. Accordingly, copies of this announcement are not
being, and must not be, directly or indirectly mailed or otherwise forwarded,
transmitted, distributed or sent in, into or from the United States, Canada,
Australia or Japan and persons receiving this announcement (including
custodians, nominees and trustees) must not mail or otherwise forward, transmit,
distribute or send it in, into or from the United States, Canada, Australia or
Japan as doing so may invalidate any purported acceptance of the Offer.
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 per cent. or more of any class of
"relevant securities" of Inspicio, all "dealings" in any "relevant securities"
of Inspicio (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 London 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, or
otherwise lapses or is 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
Inspicio, 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 Inspicio by Angus Newco or Inspicio, or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London
time) on the London 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 Takeover 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.
N M Rothschild & Sons Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for 3i
Investments, the 3i Investors and Angus Newco and no one else in connection with
the Offer and will not be responsible to anyone other than 3i Investments, the
3i Investors and Angus Newco for providing the protections afforded to clients
of N M Rothschild & Sons Limited nor for providing advice in relation to the
Offer, the contents of this announcement, or any transaction or arrangement
referenced herein.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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