Reissue: Rule 2.8 - Mouchel Rejection
March 29 2011 - 5:38AM
UK Regulatory
TIDMIRV TIDMMCHL
The Company referred to in the body of the `Rule 2.8 - Mouchel Rejection'
announcement released today, 29 March 2011, at 0910 under PRN ref
PRNUK-2903110907-37B4 should be linked to Mouchel Group plc
The announcement text is unchanged and is reproduced in full below.
Interserve Plc
29 March 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS
OF SUCH JURISDICTION.
Interserve Plc - No intention to make an offer following rejection of a Revised
Proposal
Further to the announcement made by Mouchel Group plc ("Mouchel") on 29 March
2011, Interserve Plc ("Interserve" or the "Company") confirms that Interserve
has no intention to make an offer for Mouchel.
On 25 February 2011, Interserve confirmed that it had entered into a
co-operation agreement with Mouchel on the 24 February 2011 which provided
Interserve "preferred possible offeror" status following the submission of an
indicative proposal, the terms of which the Board of Mouchel was willing to
recommend to its shareholders.
Following detailed due diligence, Interserve modified its initial proposal and
submitted a revised proposal to the Board of Mouchel valuing each issued
Mouchel share at 135 pence including 50 pence in cash. This proposal, which
Interserve believes to be in the best interests of both sets of shareholders,
was, disappointingly, rejected on 29 March 2011.
For the purposes of the Takeover Code, Interserve reserves the right to make or
participate in an offer for Mouchel (and / or take any other action which would
otherwise be restricted under Rule 2.8 of the Takeover Code) within the six
months following the date of this announcement:
i. with the agreement or recommendation of the Board of Mouchel;
ii. following the announcement of an offer by or on behalf of a third party for
Mouchel;
iii. following the announcement by Mouchel of a "whitewash" proposal or a
reverse takeover; or
iv. if there is a material change of circumstances.
Commenting on the announcement Chief Executive of Interserve, Adrian Ringrose,
said
"Following several weeks of due diligence we put a revised proposal to the
Mouchel Board that we believe was in the interests of both Interserve and
Mouchel shareholders. Following Mouchel's decision not to proceed with that
proposal we will be focussing on implementing our plans to deliver value for
Interserve shareholders through the medium term growth of our business, as
outlined in our recent annual results presentation."
Enquiries:
Interserve
Tel: +44 (0)118 932 0123
Adrian Ringrose (Chief Executive)
Tim Haywood (Group Finance Director)
J.P. Morgan Cazenove (Financial adviser & joint broker to Interserve)
Tel: +44 (0)20 7588 2828
Patrick Magee
Niklas Kloepfer
Oriel Securities Limited (Joint broker to Interserve)
Tel: +44 (0)20 7710 7600
Emma Griffin
Michael Shaw
Maitland (PR adviser to Interserve)
Tel: +44 (0)20 7379 5151
Neil Bennett
Elizabeth Morley
This announcement will be available on Interserve's website
(www.interserve.com) by no later than 12 noon (London time) on 30 March 2011.
This announcement is made in accordance with Rule 2.8 of the City Code on
Takeovers and Mergers (the "Code").
This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities. This
announcement has been prepared in accordance with English law and the Takeover
Code and information disclosed may not be the same as that which would have
been prepared in accordance with the laws of jurisdictions outside of the
United Kingdom.
The distribution of this announcement in jurisdictions outside the United
Kingdom may be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.
J.P. Morgan plc, which conducts its UK investment banking business as J.P.
Morgan Cazenove and is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Interserve and for no
one else in connection with this announcement, and will not be responsible to
anyone other than Interserve for providing the protections afforded to clients
of J.P. Morgan plc nor for providing advice in connection with this
announcement or any matter referred to herein.
Oriel Securities Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for
Interserve and for no one else in connection with this announcement, and will
not be responsible to anyone other than Interserve for providing the
protections afforded to clients of Oriel Securities Limited nor for providing
advice in connection with this announcement or any matter referred to herein.
Forward looking statements
This announcement contains statements about Interserve and Mouchel that are or
may be forward looking statements. All statements other than statements of
historical facts included in this announcement may be forward looking
statements. Without limitation, any statements preceded or followed by or that
include the words "targets", "plans" "believes", "expects", "aims", "intends",
"will", "may", "anticipates", "estimates", "projects" or words or terms of
similar substance or the negative thereof, are forward looking statements.
Forward looking statements include statements relating to, among other things,
the expected benefits of the proposed combination of Interserve and Mouchel.
Such forward looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key assumptions.
Many factors could cause actual results to differ materially from those
projected or implied in any forward looking statements, including, among
others, risks relating to the successful combination of Mouchel with
Interserve; higher than anticipated costs relating to the combination of
Mouchel with Interserve; and facts relating to Mouchel that may impact the
timing or amount of benefit realised from the combination that are unknown to
Interserve. Due to such uncertainties and risks, readers are cautioned not to
place undue reliance on such forward looking statements, which speak only as of
the date hereof. Interserve disclaims any obligation to update any forward
looking or other statements contained herein, except as required by applicable
law.
END
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