Scarlet Bidco Limited Shareholder Support Update (3877Z)

TIDMSERV

RNS Number : 3877Z

Scarlet Bidco Limited

14 December 2017

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

14 December 2017

RECOMMENDED CASH OFFER

for

Servelec Group plc

Scarlet Bidco Limited

(a newly formed company indirectly held by the Montagu Funds)

Shareholder support update

On 23 November 2017, the boards of directors of Scarlet Bidco and Servelec announced that they had reached agreement on the terms of a recommended cash offer pursuant to which Scarlet Bidco will acquire the entire issued and to be issued ordinary share capital of Servelec.

Scarlet Bidco announced on 23 November 2017 that it had received a letter of intent from Invesco Asset Management Limited ("Invesco") to vote in favour of the Scheme at the Court Meeting and the resolution to be proposed at the General Meeting in respect of its holding of 4,521,618 Servelec Shares, representing approximately 6.5% of the issued ordinary share capital of Servelec as at 13 December 2017 (being the latest practicable date prior to the publication of this announcement).

Invesco has notified Scarlet Bidco that it has sold 306,507 Servelec Shares and now holds 4,215,111 Servelec Shares representing approximately 6.0% of the issued ordinary share capital of Servelec as at 13 December 2017. Invesco has delivered an updated letter of intent confirming its continued intention to vote in favour of the Scheme at the Court Meeting and the resolution to be proposed at the General Meeting in respect of such Servelec Shares. The terms of the updated letter of intent otherwise remain as described in the Scheme Document.

Unless otherwise defined, all capitalised terms in this announcement shall have the meaning given to them in the scheme document published by Servelec on 1 December 2017 (the "Scheme Document").

Enquiries:

 
 Scarlet Bidco                            via Greenbrook 
 Edward Shuckburgh / Neil Graham 
 
 Raymond James (financial adviser             +44 (0) 20 
  to Scarlet Bidco and Montagu)                3798 5700 
 Dominic Emery / Joel Greenwood 
  Joseph Donnelly / Max Vandewall 
 
 Greenbrook Communications (PR adviser        +44 (0) 20 
  to Scarlet Bidco and Montagu)                7952 2000 
 Andrew Honnor / Alex Jones / Ryan 
  Smith

Important notices

Raymond James Financial International Limited is authorised and regulated by the Financial Conduct Authority in the UK. Raymond James is acting exclusively as financial adviser to Scarlet Bidco and Montagu and no one else in connection with the Offer and will not be responsible to anyone other than Scarlet Bidco and Montagu for providing the protections afforded to clients of Raymond James nor for providing advice in connection with the Offer or any matter referred to in this announcement.

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to buy 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 by means of the Scheme Document (or, if Scarlet Bidco so elects, any document by which the Offer is made by way of a takeover offer) which will contain the full terms and conditions of the Offer, including details of how to vote in respect of the acquisition.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at http://www.thetakeoverpanel.org.uk/, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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December 14, 2017 07:05 ET (12:05 GMT)

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