TIDMOSG
RNS Number : 9809I
Opsec Security Group PLC
14 December 2015
Not for release, publication or distribution, in whole or in
part, in or into or from any Restricted Jurisdiction or any
jurisdiction where to do so would constitute a violation of the
relevant laws or regulations of such jurisdiction.
14 December 2015
Recommended Cash acquisition
of
OpSec Security Group plc
by
Orca Bidco Limited
(an investment vehicle ultimately owned by funds managed and
advised by
Investcorp Technology Partners III)
Results of Court Meeting, General Meeting and Independent
Shareholder Meeting
OpSec and Orca are pleased to announce that, at the Court
Meeting, the General Meeting and the Independent Shareholder
Meeting (together the "Meetings") held earlier today in connection
with the recommended cash offer for the entire issued share capital
of OpSec not already owned or contracted to be acquired by Orca
(the "Acquisition"), by way of scheme of arrangement under Part 26
of the Companies Act 2006 (the "Scheme"), all the resolutions
proposed were duly passed.
The voting results in relation to the Meetings 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
99.98 per cent. by value of those Scheme Shares voted, voted in
favour of the resolution to approve the Scheme. Details of the
votes cast are as follows:
Number of Percentage Number of Percentage Number of
Scheme Shares of Scheme Scheme Shareholders of Scheme Scheme Shares
voted Shares voted who voted Shareholders voted as
(%) who voted a percentage
(%) of the Voting
Shares (%)
For 16,460,287 99.98 78 95.12 13.60
Against 2,845 0.02 4 4.88 0.00
Total 16,463,132 100.000 82 100.00 13.60
General Meeting
At the General Meeting, the special resolutions, as set out in
the notice of the General Meeting annexed to the scheme document
published and posted to OpSec Shareholders on 21 November 2015 (the
"Scheme Document") were duly passed, and the results are detailed
as follows:
Resolution 1
Number of Voting Percentage of Voting
Shares voted Shares voted (%)
For 115,647,681 100.00
Against 2,520 0.00
Withheld 50 N/A
Resolution 2
Number of Voting Percentage of Voting
Shares voted Shares voted (%)
For 115,587,840 99.99
Against 7,520 0.01
Withheld 54,166 N/A
Independent Shareholder Meeting
At the Independent Shareholder Meeting, the ordinary
resolutions, as set out in the notice of the Independent
Shareholder Meeting annexed to the Scheme Document were duly
passed, and the results are detailed as follows:
Resolution 1
Number of Independent Percentage of Independent
Shares voted Shares voted (%)
For 9,319,892 99.96
Against 3,561 0.04
Withheld 0 N/A
Resolution 2
Number of Independent Percentage of Independent
Shares voted Shares voted (%)
For 9,263,271 99.97
Against 2,845 0.03
Withheld 52,876 N/A
Next Steps
Completion of the Acquisition 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. The Court Hearing is
expected to take place on 18 December 2015. Subject to the
Conditions, as described above, the Scheme is expected to become
effective on 21 December 2015. The expected timetable for the
implementation of the Scheme is unchanged from the timetable set
out in the Scheme Document and is also set out in the appendix to
this announcement. If any of the key dates set out in the expected
timetable change, an announcement will be made through a Regulatory
Information Service.
General
Capitalised terms in this announcement (unless otherwise
defined) have the same meanings as set out in the Scheme Document.
A copy of this announcement, will shortly be available on the
Company's website at
http://www.opsecsecurity.com/company/investor-relations.
Enquiries:
Orca Bidco Limited
Hazem Ben-Gacem Tel: +44 (0)20 7629 6600
Canaccord Genuity Limited
Colin Christie and Miles Cox Tel: +44 (0)20 7523 8000
OpSec Security Group plc
Michael Angus Tel: +44 (0)191 417 5434
Shore Capital and Corporate Limited
Stephane Auton / Edward Mansfield / Patrick Castle Tel: +44 (0)207 408 4090
Important Notices
This announcement is for information purposes only and is not
intended to and does not constitute or form any part of an offer to
sell or an invitation to subscribe for or purchase any securities
or the solicitation of any vote or approval in any jurisdiction
pursuant to the Acquisition, the Management Arrangements or
otherwise. The Acquisition and the Management Arrangements are
being made solely pursuant to the terms of the Scheme Document,
which contains the full terms and conditions of the Acquisition and
the Management Arrangements. Any response in relation to the
Acquisition and/or the Management Arrangements should be made only
on the basis of the information contained in the Scheme Document.
This announcement does not constitute a prospectus or a prospectus
equivalent document.
Canaccord Genuity Limited ("Canaccord Genuity") which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority is acting exclusively as financial adviser to
Orca and Orca Holdings and no one else in connection with the
Scheme and other matters described in this announcement and will
not be responsible to anyone other than Orca and Orca Holdings for
providing the protections afforded to clients of Canaccord Genuity
or for providing advice in relation to the Scheme and other matters
described in this announcement.
Shore Capital and Corporate Limited ("Shore Capital") which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority is acting as financial adviser to OpSec and no
one else in connection with the Scheme and other matters described
in this announcement and will not be responsible to anyone other
than OpSec for providing the protections afforded to clients of
Shore Capital or for providing advice in relation to the Scheme and
other matters described in this announcement.
Overseas Shareholders
The release, publication and distribution of this announcement
in jurisdictions other than the United Kingdom may be restricted by
the laws of those jurisdictions and therefore persons into whose
possession this announcement comes should inform themselves about
and observe any such restrictions. Failure to comply with any such
restrictions may constitute a violation of the securities laws of
any such jurisdiction. This announcement has been prepared for the
purpose of complying with English law and the 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 the United Kingdom.
Unless otherwise determined by Orca or required by the Code, and
permitted by applicable laws and regulations, copies of this
announcement and any formal documentation relating to the
Acquisition and the Management Arrangements are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction,
and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward,
distribute or send them in, into or from any Restricted
Jurisdiction. If the Acquisition is implemented by way of a
Takeover Offer (unless otherwise permitted by applicable law and
regulation), the Takeover Offer may not be made directly or
indirectly, in or into, or by the use of mails or any means or
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the
Takeover Offer may not be capable of acceptance by any such use,
means, instrumentality of facilities.
Unless otherwise determined by Orca or required by the Code, and
permitted by applicable law and regulation, the cash offer shall
not be made available, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction and no person may vote in favour of the offer by
any such use, means, instrumentality or form within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. The availability of
the Acquisition and the Management Arrangements to OpSec
Shareholders who are not resident in the United Kingdom may be
affected by the laws of the relevant jurisdiction in which they are
resident. Persons who are not resident in the United Kingdom should
inform themselves of, and observe, any applicable requirements. Any
failure to comply with such requirements may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, all persons involved in the
Acquisition and the Management Arrangements disclaim any
responsibility or liability for the violation of such requirements
by any person. Further details in
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