TIDMSUR
RNS Number : 2405F
Sureserve Group PLC
06 July 2023
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
6 July 2023
Sureserve Group plc
("Sureserve" or the "Company")
Exercise of Options and Rule 2.9 Announcement
Sureserve (AIM: SUR), the social housing energy services Group,
announces that in order to satisfy the exercise of options under
the Company's various Share Option Schemes, it has allotted and
issued, subject to admission to trading on AIM ("Admission"),
2,929,403 new ordinary shares of 10 pence each (the "New Ordinary
Shares") to option holders. The New Ordinary Shares were issued at
the following prices:
-- 641,544 New Ordinary Shares at 40.75 pence
-- 1,477,960 New Ordinary Shares at 44 pence
-- 63,259 New Ordinary Shares at 69 pence
-- 584,662 New Ordinary Shares at 32 pence
-- 161,978 New Ordinary Shares at 66 pence
Application for admission of the New Ordinary Shares to trading
on AIM has been made and dealings in the New Ordinary Shares are
expected to commence at 8.00 a.m. on 7 July 2023 ("Admission"). The
New Ordinary Shares will rank pari-passu with the Company's
existing issued ordinary shares.
Rule 2.9 disclosure and Total Voting Rights
In accordance with Rule 2.9 of the City Code on Takeovers and
Mergers (the "Code"), on Admission, the Company will have in issue
170,582,201 ordinary shares of 10 pence each ("Sureserve Shares")
with no ordinary shares held in treasury. The International
Securities Identification Number ("ISIN") for the Company's
ordinary shares is GB00BSKS1M86.
This figure of 170,582,201 Sureserve Shares may also be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in, the share capital of the Company
under the FCA's Disclosure Guidance and Transparency Rules.
Unless otherwise defined, capitalised terms in this announcement
have the same meanings as in the Rule 2.7 Announcement published on
21 April 2023.
Enquiries
Sureserve
Nick Winks, Chairman Tel: +44 (0)20 3961
522
Peter Smith, Chief Executive Officer
Sameet Vohra, Chief Financial Officer
Evercore (Financial Adviser to Sureserve)
Dimitrios Georgiou Tel: +44 (0)20 7653
Wladimir Wallaert 6000
Nirav Amlani
Alex Bennett
Shore Capital (Nominated Adviser and Broker )
Stephane Auton / Daniel Bush / Tom Knibbs Tel: +44 (0)20 7408
(Corporate Advisory) 4090
Fiona Conroy (Corporate Broking)
Camarco (Financial Public Relations)
Ginny Pulbrook Tel: +44 (0)20 3757
4992
Rosie Driscoll
Disclaimer
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated by the Financial Conduct Authority in the
United Kingdom, is acting exclusively as financial adviser to
Sureserve and no one else in connection with the matters described
in this announcement and will not be responsible to anyone other
than Sureserve for providing the protections afforded to clients of
Evercore nor for providing advice in connection with the matters
referred to herein. Neither Evercore nor any of its subsidiaries,
branches or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Evercore in connection with this announcement, any
statement contained herein, any offer or otherwise. Apart from the
responsibilities and liabilities, if any, which may be imposed on
Evercore by the Financial Services and Markets Act 2000 and
successor legislation, or the regulatory regime established
thereunder, or under the regulatory regime of any jurisdiction
where exclusion of liability under the relevant regulatory regime
would be illegal, void or unenforceable, neither Evercore nor any
of its affiliates accepts any responsibility or liability
whatsoever for the contents of this announcement, and no
representation, express or implied, is made by it, or purported to
be made on its behalf, in relation to the contents of this
announcement, including its accuracy, completeness or verification
of any other statement made or purported to be made by it, or on
its behalf, in connection with Sureserve or the matters described
in this announcement. To the fullest extent permitted by applicable
law, Evercore and its affiliates accordingly disclaim all and any
responsibility or liability whether arising in tort, contract or
otherwise (save as referred to above) which they might otherwise
have in respect of this announcement or any statement contained
herein.
Shore Capital and Corporate Limited and Shore Capital
Stockbrokers Limited (together or individually, "Shore Capital"),
which are authorised and regulated by the Financial Conduct
Authority in the United Kingdom, are acting as nominated adviser
and corporate broker to Sureserve and no one else in connection
with the matters referred to in this announcement and will not be
responsible to anyone other than Sureserve for providing the
protections afforded to clients of Shore Capital nor for providing
advice in connection with the matters referred to in this
announcement. Neither Shore Capital nor any of its affiliates owes
or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Shore
Capital in connection with the matters referred to in this
announcement.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be made available (subject to certain
restrictions relating to persons resident in restricted
jurisdictions), free of charge, on the Company's website at
https://www.sureservegroup.co.uk/plc/investors/recommended-cash-acquisition-of-sureserve-group-plc/
by no later than 12:00 noon on the business day following the date
of this announcement. Neither the content of this website nor the
content of any other website accessible from hyperlinks on such
website is incorporated into, or forms part of, this
announcement.
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 3:30pm (London time) on the tenth business
day following the commencement of the offer period and, if
appropriate, by no later than 3:30pm (London time) on the tenth
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(s), 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 3:30pm (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 Takeover Panel's website at 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.
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END
MSCFLFVVDVIRIIV
(END) Dow Jones Newswires
July 06, 2023 09:35 ET (13:35 GMT)
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