TIDMOPD
RNS Number : 4692T
Offerco Limited
05 June 2009
OFFER FOR OPD GROUP PLC
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION WHERE IT
IS UNLAWFUL TO DO SO
5 June 2009
Recommended Cash Offer
by
Offerco Limited ("Offerco")
for
OPD Group plc ("OPD")
Posting of Offer Document
* The Board of Offerco and the Independent Directors of OPD jointly announced on
27 May 2009 the terms of a recommended cash offer ("Offer") to be made by
Offerco to acquire the entire issued and to be issued ordinary share capital of
OPD other than any ordinary shares already owned by Offerco or otherwise
contracted to be acquired by Offerco (representing approximately 32.1 per cent
of the existing issued ordinary share capital of OPD).
* The Board of Offerco is pleased to announce that the offer document ("Offer
Document") containing Offerco's offer for OPD is today being posted to OPD
shareholders.
* The Offer is made on the basis of 57 pence in cash per ordinary share of five
pence each in the capital of OPD ("OPD Share").
* The Offer values the issued ordinary share capital of OPD at approximately
GBP15.1 million in aggregate.
* The Offer represents a premium of approximately 44 per cent to the closing
middle market quotation of an OPD Share of 39.5 pence per OPD Share on 14 May
2009, being the last Business Day prior to the release of the announcement on 15
May 2009 that OPD was in discussions regarding a cash offer of up to 57 pence
per OPD Share.
* Offerco is a newly incorporated English company, formed at the direction of
Peter Hearn and Graphite Enterprise Trust PLC ("Graphite") for the purposes of
implementing the Offer.
* Peter Hearn is the non-executive Chairman of OPD and is its largest shareholder
with 6,982,250 OPD Shares, representing 26.3 per cent of the existing issued
share capital of OPD directly or indirectly controlled by him. Offerco, Peter
Hearn and Graphite directly and indirectly control 8,526,087 OPD Shares,
representing approximately 32.1 per cent of the existing issued share capital of
OPD.
* Offerco has also received irrevocable undertakings to accept the Offer in
respect of 1,978,446 OPD Shares representing approximately 7.4 per cent of the
existing issued share capital of OPD. Accordingly, together with OPD Shares
already owned by Offerco or otherwise contracted to be acquired by Offerco,
Offerco has commitments to accept the Offer in respect of approximately 39.5 per
cent of the existing issued share capital of OPD.
* The Board of Offerco believe that the Offer provides OPD shareholders the
opportunity to realise their entire shareholding for cash at an attractive
premium to recent trading levels.
* The first closing date of the Offer is 26 June 2009. OPD shareholders who want
to accept the Offer should complete the form of acceptance ("Form of
Acceptance") accompanying the Offer Document and send this together with their
share certificates to Capita Registrars, Corporate Actions, The Registry, 34
Beckenham Road, Beckenham, Kent, BR3 4TU, so as to be received as soon as
possible and, in any event, by no later than 1.00pm on 26 June 2009. OPD
shareholders who hold their shares in uncertificated form should ensure that an
electronic acceptance is made through CREST as set out in the Offer Document.
* This announcement, the Offer Document and all other documents, announcements or
information published in relation to the Offer by Offerco will be available on
the website of OPD (www.opdgroup.com).
Enquiries:
Herax Partners LLP
(Acting on behalf of Offerco)
+-------------------------------------------------+------------------+
| Angus MacPherson | +44 (0) 20 7355 |
| | 9980 |
+-------------------------------------------------+------------------+
| Andres Reig-Schmidt | +44 (0) 20 7355 |
| | 9981 |
+-------------------------------------------------+------------------+
Investec
(Acting on behalf of OPD and the Independent Directors)
+-------------------------------------------------+------------------+
| Patrick Robb | +44 (0) 207 597 |
| | 5169 |
+-------------------------------------------------+------------------+
| Gary Clarence | +44 (0) 207 597 |
| | 5197 |
+-------------------------------------------------+------------------+
| Ben Poynter | +44 (0) 207 597 |
| | 5117 |
+-------------------------------------------------+------------------+
Appendix I contains the sources and bases of information used in this
Announcement and details of the irrevocable undertakings to accept the Offer
received by Offerco.
Herax Partners LLP ("Herax"), which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Offerco
and no one else in connection with the Offer and the matters referred to in this
Announcement. Herax will not be responsible to any person other than Offerco for
providing the protections afforded to customers of Herax, nor for providing
advice in relation to the Offer or any other matter referred to in this
Announcement.
Investec, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for OPD and the Independent
Directors and no one else in connection with the Offer and the matters referred
to in this Announcement. Investec will not be responsible to any person other
than OPD and the Independent Directors for providing the protections afforded to
customers of Investec, nor for providing advice in relation to the Offer or any
other matter referred to in this Announcement.
The full terms of and conditions to the Offer are set out in the Offer Document
and the Form of Acceptance. In deciding whether or not to accept the Offer, OPD
Shareholders should rely solely on the information contained in, and follow the
procedures set out in, the Offer Document and Form of Acceptance. Terms defined
in the Offer Document have the same meanings in this Announcement.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITIES NOR THE SOLICITATION OF ANY VOTE OR
APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFER OF
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION, IN
CONTRAVENTION OF ANY APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY MEANS OF
THE OFFER DOCUMENT AND THE FORM OF ACCEPTANCE ACCOMPANYING THE OFFER DOCUMENT.
The distribution of this Announcement in jurisdictions other than the United
Kingdom and the availability of the Offer to OPD Shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions. Therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or OPD Shareholders who are not
resident in the United Kingdom will need to inform themselves about, and
observe, any applicable requirements.
Unless otherwise determined by Offerco or required by the Code and permitted by
applicable law and regulation, and subject to any dispensation required from the
Takeover Panel, the Offer is not being and will not be made, directly or
indirectly, in or into or by the use of the mails of, or by any other means or
instrumentality (including without limitation, telephonically or electronically)
or interstate or foreign commerce of, or through any facilities of a national
securities exchange of the United States, Canada, Australia and Japan and any
other jurisdiction to which or where the extension or acceptance of the Offer
would breach or violate the law of that jurisdiction (each a "Restricted
Jurisdiction"), and the Offer, when made, will not be capable of acceptance by
any such use, means, instrumentality or facilities from or within any Restricted
Jurisdiction. Accordingly, unless otherwise determined by Offerco or required by
the Code and permitted by applicable law and regulation copies of this
Announcement are not being, and must not be, directly or indirectly mailed,
transmitted or otherwise forwarded, distributed or sent in or into any
Restricted Jurisdiction and persons receiving this Announcement (including,
without limitation, custodians, nominees and trustees) should observe these
restrictions and not mail or otherwise forward, distribute or send it in or into
or from any Restricted Jurisdiction. Doing so may render invalid any purported
acceptance of the Offer. Any person (including, without limitation, custodians,
nominees and trustees) who would, or otherwise intends to, or who may have a
contractual or legal obligation to, forward this Announcement and/or the Offer
Document and/or any other related document to any jurisdiction outside the
United Kingdom should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction. Notwithstanding the foregoing,
Offerco will retain the right to permit the Offer to be accepted and any sale of
securities pursuant to the Offer to be completed if, in its sole discretion, it
is satisfied that the transaction in question can be undertaken in compliance
with applicable law and regulation.
The directors of Offerco, John Pike and Peter Hearn, accept responsibility for
the information contained in this Announcement. To the best of the knowledge and
belief of the directors of Offerco (who have taken all reasonable care to ensure
that such is the case), the information contained in this Announcement for which
they are responsible is in accordance with the facts and does not omit anything
likely to affect the import of such information.
Further Information on the Offer
This Announcement has been prepared for the purposes of complying with English
law and the Code and information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in accordance
with the laws of jurisdictions outside England.
The Offer will be subject to the applicable rules and regulations of the
Financial Services Authority, the London Stock Exchange and the Code.
Forward Looking Statements
This Announcement, including information included or incorporated by reference
in this Announcement, may contain "forward-looking statements" concerning the
financial condition, results of operation(s) and business(es) of OPD and
Offerco. Generally, the words "will", "may", "should", "continue", "believes",
"expects", "intends", "anticipates" or similar expressions identify
forward-looking statements. The forward-looking statements involve risks and
uncertainties which because they relate to factors and events and depend on
circumstances that will occur in the future could or may cause actual results or
developments to differ materially from those expressed in or implied by the
forward-looking statements. Many of these risks and uncertainties relate to
factors that are beyond the companies' abilities to control or estimate
precisely, such as future market conditions and the behaviours of other market
participants, and therefore undue reliance should not be placed on such
statements which speak only as at the date of this Announcement. Offerco assumes
no obligation and does not intend to update these forward-looking statements,
except as required pursuant to applicable law.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1% or more of any class of "relevant
securities" of OPD, all "dealings" in any "relevant securities" of that company
(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
3.30p.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 OPD, 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 Code, all "dealings" in "relevant
securities" of OPD by Offerco or by OPD, 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 Takeover Panel's website at
http://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 Code, which can also be found on the
Takeover Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8 of the Code, you should contact an
independent financial adviser authorised under FSMA or consult the Takeover
Panel's website or contact the Takeover Panel on telephone number +44 (0)20 7638
0129.
If you are in any doubt about the Offer, the contents of this Announcement or
what action you should take, you are recommended to seek your own personal
financial advice immediately from your stockbroker, bank manager, solicitor,
accountant or independent professional adviser duly authorised under the
Financial Services and Markets Act 2000 if you are resident in the United
Kingdom or, if not, from another appropriately authorised independent financial
adviser.
APPENDIX I
Bases and Sources
* Unless otherwise stated, the financial information relating to OPD has been
extracted or derived, without material adjustment, from OPD's audited accounts
and the audited consolidated financial statements for OPD for the year ended 31
December 2008 and the Interim Management Statement released on 15 May 2009.
* References to the existing issued share capital of OPD are references to OPD
Shares in issue on 4 June 2009 (being the last Business Day prior to the release
of this Announcement), being 26,560,334 OPD Shares.
* The value attributed to the existing issued and to be issued share capital of
OPD is based upon the 26,560,334 OPD Shares in issue on 4 June 2009 (being the
last Business Day prior to the date of this Announcement).
* OPD Share prices represent the closing middle market quotation of an OPD Share
as derived from the London Stock Exchange Daily Official List on the relevant
date.
* Irrevocable undertakings to accept or procure the acceptance of the Offer in
respect of the following OPD Shares have been given:
+------------------------------+---------------------+--------------------------+
| Name | Number of OPD | Percentage of existing |
| | Shares | issued share capital |
+------------------------------+---------------------+--------------------------+
| Doug Sutherland | 38,715 | 0.15 % |
+------------------------------+---------------------+--------------------------+
| Ian Moss | 6,516 | 0.02 % |
| Francesca | 186,594 | 0.70% |
| Robinson | 223,640 | 0.84% |
| Richard | 105,813 | 0.40% |
| Boggis-Rolfe | 122,074 | 0.46% |
| Virginia | | |
| Bottomley (i) | | |
| Lucy | | |
| Boggis-Rolfe | | |
+------------------------------+---------------------+--------------------------+
| Marilyn Lee | 748,625 | 2.82% |
+------------------------------+---------------------+--------------------------+
| The Hearn | 236,537 | 0.89 % |
| Foundation | | |
+------------------------------+---------------------+--------------------------+
| Kleinwort Benson | 189,901 | 0.71% |
| (Channel | | |
| Islands) Pension | | |
| Trustees Limited | | |
| as Trustee of | | |
| the OPD Group | | |
| plc Employee | | |
| Share Trust (ii) | | |
+------------------------------+---------------------+--------------------------+
| International | 120,031 | 0.45% |
| Resources Group | | |
| Limited Employee | | |
| Benefit Trust | | |
| (iii) | | |
+------------------------------+---------------------+--------------------------+
| | | |
+------------------------------+---------------------+--------------------------+
| | | |
+------------------------------+---------------------+--------------------------+
| Total | 1,978,446 | 7.45 % |
+------------------------------+---------------------+--------------------------+
Notes: (i) Virginia Bottomley is the beneficial holder of 25,000 OPD Shares
held through her Self-Invested Personal Pension as nominee (ii) held through KB
(CI) Nominees ESOP Account (iii) held through Rysaffe Trustee Company (CI)
Limited
These irrevocable undertakings will only lapse and cease to be binding on the
earlier of the following occurrences:
* the Offer Document not being posted to the OPD Shareholders within 28 days (or
such longer period as the Takeover Panel may agree being not more than six
weeks) after 27 May 2009;
* (for Richard Boggis-Rolfe, Lucy Boggis-Rolfe and Virginia Bottomley only) the
Offer being declared or becoming unconditional in all respects, lapsing or being
withdrawn without becoming unconditional in all respects;
* the Offer closing, lapsing or being withdrawn (in accordance with its terms); or
* the Offer not becoming or being declared unconditional in all respects by
6.00p.m. on 15 September 2009.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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