TIDMSERV
RNS Number : 2520A
Servelec Group plc
22 December 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
For immediate release
22 December 2017
RECOMMED CASH OFFER
for
Servelec Group PLC ("Servelec" or the "Group")
by
Scarlet Bidco Limited ("Scarlet Bidco")
to be implemented pursuant to a scheme of arrangement
Results of Court Meeting and General Meeting
The Board of Servelec is pleased to announce that at the Court
Meeting and the General Meeting held earlier today in connection
with the recommended cash offer made by Scarlet Bidco for the
entire issued and to be issued ordinary share capital of Servelec
(the "Offer"), to be implemented pursuant to a scheme of
arrangement under Part 26 of the Companies Act 2006 (the
"Scheme"):
-- the Scheme Shareholders voted in favour of the resolution to
approve the Scheme at the Court Meeting; and
-- the requisite majority of the Servelec Shareholders voted to
pass the special resolution at the General Meeting, among other
things, to approve the implementation of the Scheme and to make
amendments to Servelec's articles of association.
Full details of the resolutions passed are set out in the
notices of the Court Meeting and General Meeting at Parts Nine and
Ten (respectively) of the scheme document published on 1 December
2017 in relation to the Offer (the "Scheme Document").
Unless otherwise defined, capitalised terms used in this
announcement (the "Announcement") have the same meanings given to
them in the Scheme Document.
The detailed voting results in relation to the Court Meeting and
the General Meeting are summarised below.
COURT MEETING
At the Court Meeting, a majority in number of Scheme
Shareholders who voted (either in person or by proxy), representing
approximately 93.6 per cent. by value of those Scheme Shares voted,
voted in favour of the resolution to approve the Scheme. The
resolution proposed at the Court Meeting was passed on a poll vote.
Details of the votes cast are as follows:
Number Number % of Scheme % of Scheme Number
of Scheme of Scheme Shareholders Shares of Scheme
Shareholders Shares who voted voted Shares
who voted voted voted
as a %
of the
issued
share
capital*
--------- -------------- ----------- -------------- ------------ -----------
For 95 53,895,543 89.6 93.6 77.2
--------- -------------- ----------- -------------- ------------ -----------
Against 11 3,694,129 10.4 6.4 5.3
--------- -------------- ----------- -------------- ------------ -----------
Total 106 57,589,672 100.0 100.0 82.5
--------- -------------- ----------- -------------- ------------ -----------
* The total number of Scheme Shares in issue at the Voting
Record Time was 69,843,173.
GENERAL MEETING
At the General Meeting, the special resolution to authorise the
implementation of the Scheme, to amend Servelec's articles of
association and to re-register Servelec as a private limited
company with the name Servelec Group Limited, as set out in the
notice of the General Meeting contained in Part Ten of the Scheme
Document, was duly passed on a poll vote. The results are detailed
as follows:
Number of % of Servelec Number of Servelec
Servelec Shares Shares voted Shares voted
voted as a % of the
issued ordinary
share capital
**
--------- ----------------- -------------- -------------------
For* 53,884,216 93.6 77.2
--------- ----------------- -------------- -------------------
Against 3,692,156 6.4 5.3
--------- ----------------- -------------- -------------------
Total 57,576,372 100.0 82.4
--------- ----------------- -------------- -------------------
* Includes discretionary votes.
** The total number of Servelec Shares in issue at the Voting
Record Time was 69,843,173.
Next Steps
Implementation of the Scheme remains subject to the satisfaction
or (where capable of being waived) waiver of the other Conditions
set out in the Scheme Document, including the Court sanctioning the
Scheme at the Court Hearing which is expected to take place on 12
January 2018.
The current expected timetable for the implementation of the
Scheme is set out below:
Date Event
Court Meeting and General Today, 22 December
Meeting 2017
Scheme Court Hearing (to 12 January 2018 ("T")
sanction the Scheme)
Last day of dealings in, 12 January 2018 ("T")
for registration of transfer
of, and disablement in CREST
of, Servelec Shares
Scheme Record Time 6.00 p.m. on 12 January
2018 ("T")
Suspension of admission 7.30 a.m. on 15 January
of, and dealings, settlement 2018 (T+1)
and transfers in, Servelec
Shares
Effective Date of the Scheme 15 January 2018 (T+1)
Delisting and cancellation By 8.00 a.m. on 16
of admission of Servelec January 2018
Shares to trading on the
London Stock Exchange
The dates stated above are indicative only and will depend,
among other things, on the date on which the Conditions are
satisfied or (if capable of waiver) waived and the date on which
the Court sanctions the Scheme.
In accordance with Rule 9.6.2 of the Listing Rules, a copy of
the resolutions passed have been submitted to the National Storage
Mechanism.
A copy of this Announcement, together with other information
about the Offer, is available on Servelec's website on the business
day following this Announcement at
http://www.servelec-group.com/.
Enquiries:
Servelec Group plc via Tulchan
Richard Last, Chairman and
Non-Executive Director
Alan Stubbs, Chief Executive
Officer
Mike Cane, Chief Financial
Officer
Pamela Weeks, Head of Corporate
Communications
Investec Bank plc (Rule 3 financial
adviser and corporate broker +44 (0) 207 597
to Servelec) 5970
Corporate Finance
Andrew Pinder / Sebastian Lawrence
Corporate Broking
Patrick Robb / Rob Baker
Tulchan Group (PR adviser to +44 (0) 207 353
Servelec) 4200
James Macey White / Matt Low
Important Notices
Investec Bank plc is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the UK. Investec Bank plc is
acting exclusively as financial adviser to Servelec and no one else
in connection with the Offer and will not be responsible to anyone
other than Servelec for providing the protections afforded to
clients of Investec Bank plc nor for providing advice in connection
with the Offer or any matter referred to herein.
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.
This Announcement has been prepared for the purpose of complying
with English law and the Takeover Code and the information
disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared in accordance with
the laws of jurisdictions outside of England.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
The release, publication or distribution of this Announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements.
The Offer shall be subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange, the Financial
Conduct Authority and the UKLA.
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 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in and rights to subscribe for, any relevant securities of each of:
(i) the offeree company; and (ii) any securities exchange offeror,
save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London
time) on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3. Opening Position Disclosures
must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by
any offeror and by any persons acting in concert with any of them
(see Rules 8.1, 8.2 and 8.4).
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.
Electronic communications
Please be aware that addresses, electronic addresses and certain
information provided by Servelec Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Servelec may be provided to Scarlet Bidco
during the Offer Period if requested under Section 4 of Appendix 4
of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.
Publication on website and availability of hard copies
A copy of this Announcement will be made available subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions on Servelec's website at
www.servelec-group.com/investor-relations. For the avoidance of
doubt, the contents of those websites are not incorporated into and
do not form part of this Announcement.
Servelec Shareholders may request a hard copy of this
Announcement by contacting Link Asset Services at 34 Beckenham
Road, Beckenham, Kent, BR3 4TU or on 0371 664 0300 or if calling
from outside the UK on +44 (0) 371 664 0300. Calls are charged at
the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable
international rate. Link Asset Services is open between 9.00 a.m.
to 5.30 p.m., Monday to Friday excluding public holidays in England
and Wales. You may also request that all future documents,
announcements and information to be sent to you in relation to the
Offer should be in hard copy form.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
This information is provided by RNS
The company news service from the London Stock Exchange
END
GMSOKBDDBBDDOBB
(END) Dow Jones Newswires
December 22, 2017 07:21 ET (12:21 GMT)
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