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RNS Number : 5576R
Sodexo Motivation Solutions UK Ltd
12 September 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO OR FROM ANY RESTRICTED JURISDICTION OR WHERE IT
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF ANY SUCH
JURISDICTION
Date: 12 September 2014
RECOMMENDED CASH OFFER
by
SODEXO MOTIVATION SOLUTIONS U.K. LIMITED
(a wholly-owned subsidiary of Sodexo SA)
for
MOTIVCOM PLC
(to be effected by means of a scheme of arrangement under
Part 26 of the Companies Act 2006)
-- The board of Sodexo Motivation Solutions U.K. Limited
("SMSUK"), a wholly-owned subsidiary of Sodexo SA, and the
independent directors of Motivcom plc ("Motivcom") are pleased to
announce that they have reached agreement on the terms of a
recommended acquisition under which SMSUK will acquire the entire
issued and to be issued ordinary share capital of Motivcom (the
"Offer"). The Offer is to be effected by means of a Court
sanctioned scheme of arrangement under Part 26 of the Companies Act
2006.
-- Under the terms of the Offer, shareholders of Motivcom
("Motivcom Shareholders") will receive 148 pence per ordinary share
of 0.5 pence each in the share capital of Motivcom ("Motivcom
Share") in cash.
-- The Offer:
-- values the entire issued and to be issued share capital of
Motivcom at approximately GBP41 million;
-- represents a 20.8 per cent premium to Motivcom's closing
share price of 122.5 pence on 11 September 2014 (being the last
Business Day prior to the date of this announcement); and
-- represents a 23.6 per cent premium to Motivcom's average
volume weighted share price of 119.7 pence for the three months
ended 11 September 2014 (being the last Business Day prior to the
date of this announcement).
-- The consideration payable under the Offer will be funded
entirely through the existing cash resources of SMSUK, with no
requirement for any funding from third party providers of
finance.
-- The directors of Motivcom (other than Nigel Cooper) (together
the "Independent Motivcom Directors"), who have been so advised by
Grant Thornton UK LLP ("Grant Thornton"), as the independent
financial adviser for the purposes of Rule 3 of the Takeover Code,
consider the terms of the Offer to be fair and reasonable and in
the best interests of Motivcom Shareholders, as a whole. In
providing its advice to the Independent Motivcom Directors, Grant
Thornton has taken into account the commercial assessments of the
Independent Motivcom Directors.
-- Accordingly, the Independent Motivcom Directors intend to
recommend unanimously that Motivcom Shareholders vote in favour of
the resolutions to be proposed at the Court Meeting and the General
Meeting which are to be convened to approve and implement the
Offer, as the Independent Motivcom Directors have irrevocably
undertaken to do, or procure to be done, in respect of their entire
beneficial holdings of Motivcom Shares.
-- Motivcom is also pleased to announce the entry into an
agreement to sell its subsidiary Zibrant Limited ("Zibrant") to
Zebra 1234 Limited (a company wholly-owned by Nigel Cooper, a
director and 10.78 per cent shareholder of Motivcom) for total cash
consideration of GBP2.924 million. The Offer price takes into
account these proceeds which will be retained by Motivcom.
-- The Independent Motivcom Directors have irrevocably
undertaken to vote in favour of (i) the resolution to be proposed
at the Court Meeting in relation to the Offer (the "Scheme
Resolution"); and (ii) the resolution approving the proposed sale
of Zibrant to be proposed at the General Meeting to be held
immediately after the Court Meeting (the "Rule 16 Resolution"), in
each case in respect of their entire beneficial holdings in
Motivcom, which, in aggregate, amount to 13,325,329 Motivcom
Shares, representing approximately 48.96 per cent of the existing
issued ordinary share capital of Motivcom (excluding treasury
shares).
-- The Motivcom Directors have irrevocably undertaken to vote in
favour of the special resolution approving the implementation of
the Scheme at the General Meeting to be held immediately after the
Court Meeting (the "Special Resolution") in respect of their entire
beneficial holdings in Motivcom, which, in aggregate, amount to
16,260,211 Motivcom Shares, representing approximately 59.75 per
cent of the existing issued ordinary share capital of Motivcom
(excluding treasury shares).
-- In addition, SMSUK has received irrevocable undertakings to
vote in favour of the Scheme Resolution, the Special Resolution and
the Rule 16 Resolution from certain Motivcom Shareholders in
respect of 5,231,911 Motivcom Shares representing, in aggregate,
approximately 19.22 per cent of the existing issued ordinary share
capital of Motivcom (excluding treasury shares).
-- Therefore, as at the date of this announcement, SMSUK has
received irrevocable undertakings to vote in favour of (i) the
Scheme Resolution and in favour of the Rule 16 Resolution in
respect of a total of 18,557,240 Motivcom Shares, representing, in
aggregate, approximately 76.43 per cent of Motivcom's existing
issued ordinary share capital (excluding treasury shares and
Motivcom Shares held by Nigel Cooper); and (ii) the Special
Resolution in respect of a total of 21,492,122 Motivcom Shares,
representing, in aggregate, approximately 78.97 per cent of
Motivcom's existing issued ordinary share capital (excluding
treasury shares). All of these irrevocable undertakings will cease
to be binding only if the Scheme lapses or is withdrawn and remain
binding if a higher competing offer for Motivcom is made.
-- Motivcom is a business services group offering incentives and
loyalty expertise and meetings and event management services to
blue-chip corporate clients. Motivcom operates in the business to
business marketplace offering a range of niche marketing and
business services.
-- Under the terms of the Offer, if Motivcom declares or pays
any dividend before the date the Scheme becomes effective, SMSUK
reserves the right to reduce the consideration payable under the
Offer by the aggregate amount of such dividend. In light of the
Offer, the Board of Motivcom does not intend to declare an interim
dividend for the half year ended 30 June 2014.
-- SMSUK is a private limited company incorporated in England
and Wales and is a wholly-owned subsidiary of Sodexo SA. SMSUK's
principal activities are the distribution and management of voucher
and card services in the United Kingdom and Ireland.
-- Sodexo SA (together with its subsidiary undertakings, the
"Sodexo Group"), a French public company listed on Euronext Paris,
is the ultimate holding company of the Sodexo Group. The Sodexo
Group is a global leader in Quality of Life Services, focusing on
onsite services, benefits and rewards services (the division that
includes SMSUK), and personal and home services.
-- In order to become effective, the Scheme requires the
sanction of the Court and must be approved by the requisite
majority of Motivcom Shareholders.
-- It is currently expected that the Scheme Document, containing
the full terms and conditions of the Offer and further information
about the Offer and notices of the Court Meeting and the General
Meeting, together with the Forms of Proxy, will be posted before 10
October 2014 and that, subject to the satisfaction or, where
relevant, waiver of all relevant Conditions, the Scheme is expected
to become effective on or around 20 November 2014.
-- Commenting on the Offer, Denis Machuel, the CEO of the Sodexo
Group's Benefits and Rewards Business and a director of SMSUK
said:
"We are pleased to announce this transaction that will result in
Sodexo acquiring the Incentive and Rewards activities of Motivcom.
It will strengthen Sodexo's position as one of the leading players
in the U.K. Incentives and Rewards market, building a powerful
platform for future growth in the U.K. and internationally. The
combined business will enable Sodexo to provide its clients with an
enriched range of solutions that will allow them to foster the
motivation and the engagement of their employees, maximise customer
loyalty and enhance the performance of their organisations."
-- Commenting on the Offer, Colin Lloyd, Chairman of Motivcom said:
"This is an important and exciting step for Motivcom. Sodexo's
global strength in the Benefits and Rewards area coupled with an
underweight presence in the Incentives and Recognition market in
the UK results in an excellent strategic fit for Motivcom's
incentives and loyalty business. This presents an opportunity for
the combined Benefits and Rewards business to leverage the
knowledge, knowhow and expertise that resides within Motivcom to
expand on a global basis. The Board has recognised the different
market for the Meetings and Events business and is delighted that
management is acquiring this, which will allow it to pursue
independent growth plans fully focussed on its own market."
This summary should be read in conjunction with the full text of
this announcement. Appendix 1 to this announcement contains the
conditions to, and certain further terms of, the Offer. The full
terms and conditions of the Offer will be set out in the Scheme
Document. Appendix 2 to this announcement contains further details
of the sources of information and bases of calculations set out in
this announcement. Appendix 3 contains a summary of the irrevocable
undertakings given by the Motivcom Directors and by certain
Motivcom Shareholders. Appendix 4 contains definitions of certain
expressions used in this summary and in this announcement.
In accordance with Rule 30.4 of the City Code on Takeovers and
Mergers, a copy of this announcement will be made available, free
of charge, on Motivcom's website at www.motivcom.com by no later
than 12 noon on the first Business Day following this announcement.
Neither the content of any website referred to in this announcement
nor the content of any website accessible from hyperlinks on
Motivcom's website (or any other website) is incorporated into, or
forms part of, this announcement.
Enquiries
+33 1 57 75 80
Sodexo 56
Pierre Benaich, Director of Financial
Communications
+44 (0)20 7187
Lazard, Financial Adviser to SMSUK 2000
Alexandra Soto
Vasco Litchfield
+44 (0)845 053
Motivcom plc 5529
Susan Hocken, Finance Director
Grant Thornton, Nominated Adviser,
Financial Adviser and Rule 3 Adviser +44 (0)207 383
to Motivcom 5100
Philip Secrett
Salmaan Khawaja
Numis Securities Limited, Financial +44 (0)207 260
Adviser and Broker to Motivcom 1000
David Poutney, Head of Corporate
Broking
Lorna Tilbian, Head of Media
Nick Westlake, Managing Director,
Corporate Finance
Further information
This announcement is for information only and is not intended to
and does not constitute, or form part of any offer to sell or
invitation to purchase or subscribe for any securities, or any
solicitation of any vote or approval in any jurisdiction pursuant
to the Offer or otherwise. The Offer will be made on the terms and
subject to the conditions and further terms set out herein and in
Appendix 1 to this announcement and the further terms and
conditions to be set out in the Scheme Document and Forms of Proxy
when issued. Any vote by Motivcom Shareholders in respect of the
Offer should be made only on the basis of the information contained
in the Scheme Document, which will include details of how to vote
in favour of the Scheme. Motivcom Shareholders are advised to read
the formal documentation in relation to the Offer which will be
distributed to Motivcom Shareholders in due course, as it will
contain important information relating to the Offer.
Please be aware that addresses, electronic addresses and certain
other information provided by Motivcom Shareholders, persons with
information rights and other relevant persons in connection with
the receipt of communications from Motivcom may be provided to
SMSUK during the Offer Period (as required under Section 4 of
Appendix 4 to the Takeover Code).
Lazard & Co., Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for SMSUK and no one else in connection with the
Acquisition and, accordingly, will not be responsible to anyone
other than SMSUK for providing the protections afforded to clients
of Lazard & Co., Limited or for providing advice in relation to
the Acquisition.
Grant Thornton UK LLP, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively for Motivcom and no one else in connection with the
Acquisition and, accordingly, will not be responsible to anyone
other than Motivcom for providing the protections afforded to
clients of Grant Thornton UK LLP or for providing advice in
relation to the Acquisition.
Numis Securities Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Motivcom and no one else in connection with the
Acquisition and, accordingly, will not be responsible to anyone
other than Motivcom for providing the protections afforded to
clients of Numis Securities Limited or for providing advice in
relation to the Acquisition.
Overseas shareholders
The release, publication or distribution of this announcement in
or into, jurisdictions other than the United Kingdom may be
restricted by law and therefore persons into whose possession this
announcement comes who are not resident in the United Kingdom
should inform themselves about, and observe, any applicable legal
or regulatory restrictions in those jurisdictions. Motivcom
Shareholders who are in any doubt regarding such matters should
consult an appropriate independent adviser in the relevant
jurisdiction without delay. Any failure to comply with such
restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, the companies involved in the Offer disclaim any
responsibility or liability for the violation of such restrictions
by any person.
This announcement has been prepared for the purposes of
complying with English law, the AIM Rules, the rules of the London
Stock Exchange 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 any
jurisdiction outside the United Kingdom.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 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 tenth business
day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 p.m. (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 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 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.
Cautionary note regarding forward-looking statements
This announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of the Motivcom Group and certain plans and objectives of
the boards of directors of Motivcom and SMSUK. These
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts. Forward-looking
statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "will",
"may", "should", "would", "could" or other words of similar
meaning. These statements are based on assumptions and assessments
made by the boards of directors of Motivcom and SMSUK in light of
their experience and their perception of historical trends, current
conditions, expected future developments and other factors they
believe appropriate. By their nature, forward-looking statements
involve risk and uncertainty, and the factors described in the
context of such forward-looking statements in this announcement
could cause actual results and developments to differ materially
from those expressed in or implied by such forward-looking
statements. Should one or more of these risks or uncertainties
materialise, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in this
announcement. Motivcom and SMSUK assume no obligation to update or
correct the information contained in this announcement, whether as
a result of new information, future events or otherwise, except to
the
extent legally required.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and publication of this announcement shall not
give rise to any implication that there has been no change in the
facts set out in this announcement since such date. Nothing
contained in this announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of
Motivcom and SMSUK except where expressly stated.
No profit forecast
No statement in this announcement is intended as a profit
forecast or a profit estimate, and no statement in this
announcement should be interpreted to mean that the future earnings
per Motivcom Share for current or future financial years will
necessarily match or exceed the historical or published earnings
per Motivcom Share.
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the Takeover Code, Motivcom
confirms that it has 27,214,324 ordinary shares of 0.5 pence each
in issue and admitted to trading on AIM under ISIN
GB00B02JH810.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO OR FROM ANY RESTRICTED JURISDICTION OR WHERE IT
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF ANY SUCH
JURISDICTION
Date: 12 September 2014
RECOMMENDED CASH OFFER
by
SODEXO MOTIVATION SOLUTIONS U.K. LIMITED
(a wholly-owned subsidiary of Sodexo SA)
for
MOTIVCOM PLC
(to be effected by means of a scheme of arrangement under
Part 26 of the Companies Act 2006)
1. Introduction
The board of SMSUK, a wholly-owned subsidiary of Sodexo SA, and
the independent directors of Motivcom are pleased to announce that
they have reached agreement on the terms of a recommended
acquisition under which SMSUK will acquire the entire issued and to
be issued ordinary share capital of Motivcom.
2. Summary of terms
2.1 It is intended that the Offer will be effected by way of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act. The Scheme requires approval by Motivcom
Shareholders at the Court Meeting and the General Meeting which are
to be convened in connection with the Scheme. Further details of
the Court-sanctioned scheme of arrangement and the requisite level
of Motivcom Shareholder approvals are contained in paragraph 14
below.
2.2 Under the terms of the Offer, Relevant Shareholders will
receive 148 pence for each Motivcom Share held in cash.
2.3 The Offer:
-- values the entire issued and to be issued share capital of
Motivcom at approximately GBP41 million;
-- represents a 20.8 per cent premium to Motivcom's closing
share price of 122.5 pence per Motivcom Share on 11 September 2014
(being the last Business Day prior to the date of this
announcement); and
-- represents a 23.6 per cent premium to Motivcom's average
volume weighted share price of 119.7 pence per Motivcom Share for
the three months ended 11 September 2014 (being the last Business
Day prior to the date of this announcement).
3. Information on SMSUK and Sodexo SA
3.1 SMSUK is a trading company incorporated in England and Wales
whose principal activities are the distribution and management of
voucher and card services in the following business segments in the
UK:
-- public benefits: the distribution of benefits to asylum
seekers in the UK on behalf of the Home Office;
-- employee benefits: marketing and issuing childcare vouchers
to employers and their employees; and
-- incentive and rewards: marketing and issuing paper and
electronic gift vouchers to employers in order to reward and
motivate their employees.
3.2 SMSUK is a wholly-owned subsidiary of Sodexo SA and is a
member of the Sodexo Group's Benefits and Rewards Services
division. In respect of the financial year ended 31 August 2013,
SMSUK reported revenues in excess of GBP6.2 million. SMSUK
currently has more than 70 employees.
3.3 Sodexo SA, a French public company listed on Euronext Paris,
is the ultimate holding company of the Sodexo Group. The Sodexo
Group is a global leader in Quality of Life Services, focusing on
onsite services, benefits and rewards services (the division that
includes SMSUK), and personal and home services. The Sodexo Group
operates in 80 countries and employs approximately 428,000
employees. For the half year ended 28 February 2014, the Sodexo
Group reported revenues (on a consolidated basis) of EUR 9.3
billion. For the year ended 31 August 2013, the Sodexo Group
reported revenues (on a consolidated basis) of EUR 18.4
billion.
4. Background to and reasons for the Offer
4.1 Motivcom is one of the leading participants in the UK's
mature market for incentives and rewards. It has developed
innovative, sophisticated and value-adding solutions which seek to
drive long-term client relationships and retention.
4.2 The SMSUK Directors believe that the integration of Motivcom
within the Sodexo Group will enhance the Sodexo Group's position as
a comprehensive incentives and rewards service provider in the UK
and Ireland and will create new opportunities to develop Motivcom's
existing offering in other countries where the Sodexo Group
operates.
5. Background to and reasons for the recommendation
5.1 In 2010, Motivcom launched a five year strategy plan
focusing on protecting, strengthening and developing its core
business but also seeking to create new products and enter new
territories. The Board of Motivcom believe that Motivcom's
management made good progress on protecting, strengthening and
developing its core business despite the significant economic
downturn experienced during the recessionary period.
5.2 In February 2014, Motivcom received an indicative proposal
from SMSUK expressing its desire to acquire Motivcom's incentives
and loyalty business through an offer for Motivcom's entire share
capital on a fully diluted basis conditional upon, inter alia,
Motivcom's meetings and events business (which is primarily
operated by Motivcom's subsidiary, Zibrant) being carved out for
the purposes of the Offer.
5.3 The Motivcom Board gave careful consideration to SMSUK's
indicative proposal, taking into account various factors, as set
out below, including Motivcom's fundamental value, its ability to
enter international markets through becoming part of a
well-respected, large international group in the same core
marketplace, as well as the possible career opportunities that may
be available to Motivcom's employees.
5.4 Furthermore, the Motivcom Board has been considering the
future of the meetings and events business as part of Motivcom's
overall strategy. The proposal from SMSUK was viewed by the
Motivcom Board as an opportune time to assess market appetite for
the meetings and events business. Motivcom therefore decided to
undertake a sale process to identify suitable buyers for Zibrant.
As announced today, Motivcom has entered into an agreement for the
sale of Zibrant to Zebra 1234 Limited (a company wholly-owned by a
Motivcom Director, Nigel Cooper) for a total cash consideration of
GBP2.924 million, conditional on the sanction of the Scheme by the
Court.
5.5 SMSUK's Offer of 148 pence in cash per Motivcom Share takes
into account the disposal proceeds of Zibrant which Motivcom will
receive. The Independent Motivcom Directors consider that, whilst
there is potential for future growth in Motivcom's equity value for
investors, the consideration being offered by SMSUK represents good
value. As such, the Independent Motivcom Directors believe that
this is the right time for Motivcom Shareholders to be given the
opportunity to realise the value from their investment in Motivcom
immediately in cash, at an attractive premium.
5.6 In reaching their unanimous decision to recommend that
Motivcom Shareholders vote in favour of the Scheme to effect the
Acquisition, the Independent Motivcom Directors have taken into
account the following factors:
-- the consideration payable under the Acquisition is cash and,
as such, represents a good opportunity for all Motivcom
Shareholders to realise their investments in Motivcom, particularly
given the limited liquidity in Motivcom Shares and the limited
ability of Motivcom Shareholders otherwise to realise their
investments in significant size at the market price;
-- whilst the Independent Motivcom Directors believe that
Motivcom, as an independent company, will continue to remain
competitive in the markets that it operates in, it believes that as
markets become increasingly global, it will become harder for
Motivcom to compete internationally, and through the Acquisition,
Motivcom will benefit from the integration into the larger,
international Sodexo Group;
-- the consideration offered under the Offer represents a
premium of approximately 20.8 per cent as compared to the closing
price of 122.5 pence per Motivcom Share on 11 September 2014, the
business day immediately prior to the date of Announcement and 23.6
per cent as compared to the average closing price of 119.7 pence
per Motivcom Share over the three month period ended 11 September
2014; and
-- the number of irrevocable undertakings received by SMSUK to
vote in favour of the Scheme Resolution, the Rule 16 Resolution and
the Special Resolution to be proposed at the General Meeting, as
more fully described in paragraph 9 below.
5.7 On the basis of the above, the Independent Motivcom
Directors believe that the Acquisition at the offer price of 148
pence per Motivcom Share is in the best interests of all Motivcom
Shareholders.
6. Information on Motivcom
6.1 Motivcom is a business services group offering incentives
and loyalty expertise and meetings and event management services to
blue-chip corporate clients in the United Kingdom. Motivcom
operates in the business to business marketplace offering a range
of niche marketing and business services. Motivcom's meetings and
events business is primarily operated by Motivcom's subsidiary
Zibrant, which is being carved out for the purposes of the Offer
and will be sold separately pursuant to the agreement for the sale
of Zibrant to Zebra 1234 Limited as set out in paragraph 11
below.
6.2 The services Motivcom provides across both its incentives
and loyalty expertise and meetings and event management divisions
are designed to achieve people engagement across a wide range of
industries including financial, pharmaceutical, automotive, IT and
utilities. Motivcom has over 900 blue chip clients working in the
business to business sector, serviced through 7 UK offices,
employing approximately 450 staff.
Incentives and Loyalty
The Incentives and Loyalty business is concerned with programmes
that keep people engaged and performing, as employees, distribution
channel partners or customers. The Motivcom Group's Spree Card (a
prepaid MasterCard), offers clients an incentive and loyalty
platform that can be tailored for cashback savings programmes, fuel
promotions or repeat purchases.
Meetings and Events
The Meetings and Events business is concerned with operating
long-term strategic meeting (venue find) contracts, annually
repeating conference and congress programmes and other events such
as product launches and incentive travel.
Further information on Motivcom is available on its website at
www.motivcom.com.
7. Current trading and prospects of the Motivcom Group
7.1 On 27 March 2014, Motivcom announced its final results for
the year ended 31 December 2013 reporting revenue of GBP96 million
(2012: GBP106.6 million), headline operating profit of GBP4.38
million (2012: GBP4.15 million) and headline profit before tax for
the period of GBP4.36 million (2012: GBP4.12 million).
7.2 The headline operating profit includes the Motivcom Group's
operating profit in the financial year ended 31 December 2013 of
GBP2.9 million (2012: GBP2.713 million) plus amortisation and
impairment of intangible assets of GBP1.5 million (2012: GBP2.075
million) and acquisition expenses of GBPnil (2012: GBP59,000) less
contingent consideration adjustment credit of GBP25,000 (2012:
GBP700,000).
7.3 The headline profit before tax figure has been calculated
using the method above, starting with the Motivcom Group's profit
before tax in the financial year ended 31 December 2013, being
GBP2.817 million and includes the items above and unwinding of
discount relating to contingent consideration liability of
GBP67,000.
7.4 On 27 June 2014, a trading update was released which
included the following statement: Trading in the first half of this
year, being the 6 months to 30 June 2014, will be below the
Motivcom Board's expectations. Whilst the level of the Motivcom
Group's order intake remains satisfactory, the delivery of much of
this work is heavily weighted into the second half of the year. As
the Motivcom Group only recognises profit on the events and sales
promotions business when the event has taken place or the promotion
has started, this is expected to significantly impact the outturn
of the first half of the year. The variation in phasing between the
first and second half has been a regularly reported characteristic
of the Motivcom Group's business and this industry. The Motivcom
Board views this matter mainly as a timing issue. In addition,
following a protracted tender process, Zibrant, one of the Motivcom
Group's major subsidiaries in the meetings and events division has
been notified that it has not retained one of its significant
clients and such services will cease in November 2014. The Motivcom
Board continues to remain cautiously optimistic about the Motivcom
Group's prospects, assuming no material change to the economic
environment.
7.5 Under the terms of the Offer, if Motivcom declares or pays
any dividend before the date the Scheme becomes effective, SMSUK
reserves the right to reduce the consideration payable under the
Offer by the aggregate amount of such dividend. In light of the
Offer, the Board of Motivcom does not intend to declare an interim
dividend for the half year ended 30 June 2014.
8. Recommendation
8.1 The Independent Motivcom Directors, who have been so advised
by Grant Thornton, as the independent financial adviser for the
purposes of Rule 3 of the Takeover Code, consider the terms of the
Offer to be fair and reasonable and in the best interests of
Motivcom Shareholders, as a whole. In providing its advice to the
Independent Motivcom Directors, Grant Thornton has taken into
account the commercial assessments of the Independent Motivcom
Directors.
8.2 Accordingly, the Independent Motivcom Directors intend to
recommend unanimously that Motivcom Shareholders vote in favour of
the resolutions to be proposed at the Court Meeting and the General
Meeting which are to be convened to approve and implement the
Offer, as the Independent Motivcom Directors have irrevocably
undertaken to do, or procure to be done, in respect of their entire
beneficial holdings of Motivcom Shares.
9. Irrevocable undertakings
9.1 In respect of their entire beneficial holdings in Motivcom,
which, in aggregate, amount to 13,325,329 Motivcom Shares,
representing approximately 48.96 per cent of the existing issued
ordinary share capital of Motivcom (excluding treasury shares), the
Independent Motivcom Directors have irrevocably undertaken to vote
in favour of the Scheme Resolution to be proposed at the Court
Meeting and the Rule 16 Resolution to be proposed at the General
Meeting.
9.2 In respect of their entire beneficial holdings in Motivcom,
which, in aggregate, amount to 16,260,211 Motivcom Shares,
representing approximately 59.75 per cent of the existing issued
ordinary share capital of Motivcom (excluding treasury shares), the
Motivcom Directors have irrevocably undertaken to vote in favour of
the Special Resolution to be proposed at the General Meeting.
9.3 In addition, SMSUK has received irrevocable undertakings to
vote in favour of the Scheme Resolution, the Special Resolution and
the Rule 16 Resolution from certain Motivcom Shareholders in
respect of 5,231,911 Motivcom Shares representing, in aggregate,
approximately 19.22 per cent of the existing issued ordinary share
capital of Motivcom (excluding treasury shares), as follows:
-- Nigel Wray in respect of his entire holdings of Motivcom
Shares, representing approximately 12.59 per cent of the existing
issued ordinary share capital of Motivcom (excluding treasury
shares);
-- Ken Brown in respect of his entire holdings of Motivcom
Shares, representing approximately 5.15 per cent of the existing
issued ordinary share capital of Motivcom (excluding treasury
shares); and
-- Marlborough Fund Managers Limited in respect of its entire
holdings of Motivcom Shares, representing approximately 1.49 per
cent of the existing issued ordinary share capital of Motivcom
(excluding treasury shares).
9.4 Therefore, as at the date of this announcement, SMSUK has
received irrevocable undertakings to vote in favour of the Scheme
Resolution at the Court Meeting and in favour of the Rule 16
Resolution at the General Meeting in respect of a total of
18,557,240 Motivcom Shares, representing, in aggregate,
approximately 76.43 per cent of Motivcom's existing issued ordinary
share capital (excluding treasury shares and Motivcom Shares held
by Nigel Cooper). SMSUK has also received irrevocable undertakings
to vote in favour of the Special Resolution at the General Meeting
in respect of a total of 21,492,122 Motivcom Shares, representing,
in aggregate, approximately 78.97 per cent of Motivcom's existing
issued ordinary share capital (excluding treasury shares). All of
these irrevocable undertakings will cease to be binding only if the
Scheme lapses or is withdrawn and remain binding if a higher
competing offer for Motivcom is made.
9.5 Further details of the irrevocable undertakings are provided in Appendix 3.
10. Conditions
The Scheme will be subject to the conditions and further terms
set out in Appendix 1 and the full terms and conditions which will
be set out in the Scheme Document.
11. Disposal of Zibrant Limited
11.1 As noted in paragraph 5 above, when making its approach to
Motivcom, SMSUK confirmed to the Board of Motivcom that it had no
strategic interest in Motivcom's subsidiary Zibrant and that it
would only proceed with an offer for Motivcom if Motivcom agreed to
sell Zibrant.
11.2 Therefore, as noted above, Motivcom has signed an agreement
for the sale of its subsidiary, Zibrant, to Zebra 1234 Limited, a
company which is wholly-owned by a Motivcom Director, Nigel Cooper,
for a total cash consideration of GBP2.924 million (the "Zibrant
Sale"), conditional on the sanction of the Scheme by the Court.
Zibrant operates Motivcom's primary meetings and events business,
and is concerned with operating long-term strategic meeting (venue
find) contracts, annually repeating conference and congress
programmes and other events such as product launches and incentive
travel.
11.3 The former travel division of P&MM Travel Limited
("P&MM") was absorbed into Zibrant on 1 January 2014 and is
therefore included in the purchase of Zibrant by Nigel Cooper.
11.4 Prior to completion of the Zibrant Sale, Zibrant will
transfer a property owned by it in Derby (the "Derby Property") to
Motivcom by way of a dividend in specie at book value. On
completion of the Zibrant Sale, Motivcom will enter into a lease
with Zebra 1234 Limited in relation to the Derby Property, pursuant
to which Zebra 1234 Limited will lease the Derby Property from
Motivcom for five years at GBP183,500 per annum. P&MM will also
enter into a Transitional Services Agreement with Zibrant, pursuant
to which it will agree to provide certain transitional services to
Zibrant for a period of twelve months after completion of the
Zibrant Sale.
11.5 The Zibrant final results for the year ended 31 December
2013 reported revenue of GBP11.0 million (2012: GBP14.0 million),
operating profit of GBP32,000 (2012: GBP152,000) and profit after
tax for the period of GBP71,000 (2012: loss of GBP7,000). Included
within the operating profit for the year ended 31 December 2013,
was GBP128,000 worth of amortisation and one-off impairments of
intangible assets, which once added back shows a headline operating
profit of GBP160,000. During the same period, the assets of
P&MM which were absorbed into Zibrant as described above,
generated operating profit of GBP315,000. The aggregate headline
operating profit of Zibrant and the travel division of P&MM for
the year ended 31 December 2013 was therefore GBP475,000. The SMSUK
Offer of 148 pence per Motivcom Share takes into account the
proceeds of the Zibrant Sale, which will be retained by
Motivcom.
11.6 Nigel Cooper is a director and shareholder of Motivcom. As
a result of his shareholding in Motivcom, under Rule 16 of the City
Code, the Zibrant Sale will be the subject of the Rule 16
Resolution to be voted on by the Independent Motivcom Shareholders
at the General Meeting. Nigel Cooper will be excluded from voting
on the Rule 16 Resolution. Nigel Cooper holds 2,934,882 Motivcom
Shares, representing 10.78 per cent per cent of Motivcom's existing
issued share capital (excluding treasury shares). Nigel Cooper and
Zebra 1234 Limited have entered into a letter agreement with SMSUK
directing SMSUK to pay GBP2.924 million of the consideration
receivable by Nigel Cooper under the Offer directly to Motivcom, to
satisfy Zebra 1234 Limited's obligation to pay the purchase price
in connection with the Zibrant Sale.
11.7 The Offer is conditional on, amongst other things, the Rule
16 Resolution being passed at the General Meeting which will be
held immediately after the Court Meeting.
11.8 SMSUK has received binding irrevocable undertakings to vote
in favour of the Rule 16 Resolution in respect of a total of
18,557,240 Motivcom Shares, representing, in aggregate,
approximately 76.43 per cent of Motivcom's existing issued share
capital (excluding treasury shares and Motivcom Shares held by
Nigel Cooper).
11.9 The Zibrant Sale also constitutes a substantial property
transaction under section 190 of the Companies Act, and requires
approval by Motivcom Shareholders at the General Meeting. This
resolution forms part of the Special Resolution.
11.10 As Nigel Cooper is a director of Motivcom, the Zibrant
Sale is also classified as a related party transaction for the
purposes of the AIM Rules.
11.11 Grant Thornton has advised the Independent Motivcom
Directors that the terms of the Zibrant Sale are fair and
reasonable in so far as Independent Motivcom Shareholders are
concerned. In providing its advice to the Independent Motivcom
Directors, Grant Thornton has taken into account the commercial
assessments of the Independent Motivcom Directors.
11.12 The Independent Motivcom Directors consider, having
consulted with Grant Thornton, the Company's nominated adviser,
that the terms of the Zibrant Sale are fair and reasonable in so
far as its shareholders are concerned.
12. Management, employees and locations of business
12.1 SMSUK attaches great importance to the skills and
experience of Motivcom's management and employees. It is SMSUK's
intention that the three executive directors of the incentives and
rewards business of Motivcom, John Sylvester, Susan Hocken and
David Lebond (together, the "Key Managers"), will remain in their
current positions following the completion of the Acquisition. In
addition, SMSUK has confirmed that, following the completion of the
Acquisition, the existing employment rights, including in relation
to pension contributions, of all Motivcom employees will be
safeguarded and that no material changes to the terms and
conditions of Motivcom employees are envisaged.
12.2 As noted above, SMSUK's strategic plans for Motivcom are to
integrate Motivcom within the Sodexo Group in order to enhance the
Sodexo Group's position as a comprehensive incentives and rewards
service provider in the UK and Ireland and to create new
opportunities to develop Motivcom's existing offering in other
countries where the Sodexo Group operates. SMSUK currently has no
intention to change the location of Motivcom's places of business
or to redeploy its fixed assets.
12.3 SMSUK is nonetheless aware of UK legislative changes in
relation to the provision of tax-free childcare which may affect
the existing childcare vouchers businesses of both SMSUK and
Motivcom, and which may, accordingly, affect SMSUK's strategic
plans for Motivcom and have repercussions on employment. Both SMSUK
and Motivcom (acting through certain of its subsidiaries)
administer childcare vouchers schemes for employers as part of
their respective businesses. In May 2014 the UK government launched
a consultation on the implementation of a new tax-free childcare
scheme, the results of which were published in July 2014. Following
this consultation, and further consultations, the UK government has
confirmed that, with effect from Autumn 2015, it is its intention
that the new tax-free childcare voucher scheme will be provided
only by National Savings & Investments (a government
department). The existing schemes will continue, but will not be
open to new entrants. Private organisations (such as SMSUK and
Motivcom) will, therefore, not be involved with the provision of
this new service. Whilst the full effects of this change on the
Enlarged Group are uncertain, it is likely that, as a result, the
Enlarged Group, will not be involved in the provision of the new
tax free childcare programme. This may result in the redeployment
(or, where redeployment is not possible, redundancy) of a small
number of employees of the Enlarged Group who are currently
involved in SMSUK and Motivcom's respective childcare vouchers
businesses.
13. Deferred consideration
13.1 In order to incentivise the Key Managers to remain as
employees of Motivcom following the completion of the Offer, it has
been agreed that approximately 13 per cent of the cash
consideration that would otherwise have been paid to each Key
Manager as consideration under the Offer (the "Deferred
Consideration") will be retained by SMSUK and will be paid to the
Key Managers in instalments over a period of time.
13.2 Under these arrangements, each Key Manager will forfeit any
outstanding Deferred Consideration if, following the Effective
Date, they cease to be an employee of Motivcom other than in
certain limited circumstances where they are treated as being a
"good leaver".
13.3 John Sylvester and David Lebond will receive their Deferred
Consideration in three instalments over a two year period, with the
first tranche to be paid on the first anniversary of the Effective
Date, the second tranche to be paid 18 months after the Effective
Date and the final tranche to be paid on the second anniversary of
the Effective Date. Susan Hocken will receive all of her Deferred
Consideration on the first anniversary of the Effective Date.
13.4 The Deferred Consideration arrangements have been
documented by way of deeds of undertaking dated 12 September 2014
between each of the Key Managers and SMSUK.
14. Remuneration arrangements
14.1 The only expected change to the Key Managers' remuneration
and benefits packages following the completion of the Offer will be
that they will cease to be entitled to participate in Motivcom's
cash bonus plan. Instead, they will become entitled to participate
in the Sodexo Group's own cash bonus plan. In addition, it is
expected that, in keeping with employees of the Sodexo Group of
corresponding seniority and job description, the maximum percentage
of annual salary which each Key Manager is entitled to be paid as a
cash bonus will increase from approximately 6.4 per cent to 20 per
cent.
14.2 These arrangements (the "Remuneration Arrangements") are
intended to operate separately from the Deferred Consideration
Arrangements referred to above.
14.3 Grant Thornton has advised the Independent Motivcom
Directors that the terms of the Remuneration Arrangements are fair
and reasonable in so far as Motivcom Shareholders, other than the
Key Managers, are concerned. In providing its advice to the
Independent Motivcom Directors, Grant Thornton has taken into
account the commercial assessments of the Independent Motivcom
Directors.
15. Structure of the Offer
15.1 It is intended that the Offer will be effected by means of
a Court-sanctioned scheme of arrangement of Motivcom under Part 26
of the Companies Act (including the Capital Reduction under section
641 of the Companies Act).
15.2 The purpose of the Scheme is to provide for SMSUK to become
the owner of the entire issued and to be issued ordinary share
capital of Motivcom. This is to be achieved by the cancellation of
the Scheme Shares and the application of the reserve arising from
such cancellation in paying up in full such number of new ordinary
shares in Motivcom, which is equal to the number of Scheme Shares
so cancelled, and issuing such new Motivcom ordinary shares to
SMSUK. In consideration for this, the Scheme Shareholders will
receive cash consideration on the basis set out in paragraph 2 of
this announcement. The cancellation of those Scheme Shares and the
subsequent issue of new Motivcom Shares to SMSUK will result in
Motivcom becoming a wholly-owned subsidiary of SMSUK.
15.3 To become effective, the Scheme must be approved by a
majority in number of those Scheme Shareholders entitled to vote
and present and voting at the Court Meeting (either in person or by
proxy) representing at least 75 per cent in value of the Scheme
Shares held by such Scheme Shareholders. In addition, the
implementation of the Scheme requires approval by the passing of
the Special Resolution at the General Meeting. The Scheme is also
conditional on the passing of the Rule 16 Resolution at the General
Meeting.
15.4 The Scheme and the Capital Reduction must also be
sanctioned by the Court. All Scheme Shareholders are entitled to
attend the Court Hearings in person or through counsel to support
or oppose the sanctioning of the Scheme. The Scheme and Capital
Reduction will only become effective upon delivery to the Registrar
of Companies of copies of the Court Orders and (in the case of the
Capital Reduction), the statement of capital (and, if the Court so
orders for the Capital Reduction to take effect, upon registration
by him of the Reduction Court Order and the statement of
capital).
15.5 The Scheme will also be subject to certain Conditions and
further terms referred to in Appendix 1 to this announcement and to
be set out in the Scheme Document.
15.6 SMSUK reserves the right to switch from implementing the
Offer by means of a scheme of arrangement under Part 26 of the
Companies Act to a Takeover Offer, in accordance with paragraph 8
of Appendix 7 of the Takeover Code, with the consent of the
Panel.
15.7 Subject to satisfaction of the Conditions, the Scheme is
expected to become effective on or around 20 November 2014. The
Offer will lapse if the Scheme does not become effective by 12
March 2015 (or such later date as may, with the consent of the
Panel and the Court (in each case, if required), be agreed between
SMSUK and Motivcom) (the "Long Stop Date"), provided however that
this deadline may be waived by SMSUK.
15.8 Upon the Scheme becoming effective, it will be binding on
all Scheme Shareholders, irrespective of whether they were present
or voted at the Court Meeting or the General Meeting and, if they
did vote, whether they voted in favour of or against the
resolutions proposed at those meetings.
15.9 Further details of the Scheme will be set out in the Scheme
Document, together with notices of the Court Meeting and the
General Meeting and the accompanying Forms of Proxy, which are
expected to be despatched to Motivcom Shareholders as soon as
reasonably practicable and in any event before 10 October 2014,
unless otherwise agreed with the Panel.
16. Motivcom Share Plans
Participants in the Motivcom Share Plans will be contacted
regarding the effect of the Offer on their rights under the
Motivcom Share Plans in accordance with the terms of the relevant
plan rules and appropriate proposals will be made to such
participants in due course.
17. Financing the Offer
17.1 The consideration payable under the Offer will be funded
entirely through the existing cash resources of SMSUK, with no
requirement for any funding from third party providers of
finance.
17.2 Lazard, as financial adviser to SMSUK, has confirmed that
it is satisfied that sufficient resources are available to SMSUK to
enable it to satisfy, in full, the cash consideration payable to
Motivcom Shareholders under the terms of the Acquisition.
18. Delisting of the Motivcom Shares
18.1 It is intended that dealings in Motivcom Shares will be
suspended at the Reduction Record Time and that no transfers of
Motivcom Shares will be registered after that time. Application
will be made to the London Stock Exchange for the cancellation of
the admission to trading of the Motivcom Shares to AIM upon or
shortly after the Effective Date.
18.2 When the Scheme becomes effective in accordance with its
terms, the Motivcom Shares will be cancelled. At that point, share
certificates in respect of Motivcom Shares will cease to be valid
and entitlements to Motivcom Shares held within the CREST system
will be cancelled.
19. Offer-related arrangements
19.1 Motivcom and SMSUK entered into a confidentiality agreement
on 9 August 2013. Pursuant to this agreement, SMSUK has undertaken,
subject to certain exceptions, to keep information relating to
Motivcom confidential and not disclose it to third parties and
which is in customary form. SMSUK has further agreed not to deal or
offer or agree to deal in any securities of Motivcom save in
circumstances where an independent third party has announced a firm
intention to make an offer for the entire share capital of Motivcom
in the manner contemplated by Rule 2.7 of the Takeover Code.
19.2 In addition, SMSUK has entered into the deeds of
undertaking with each of the Key Managers, as referred to in
paragraph 13.4 above, and a letter agreement with Nigel Cooper and
Zebra 1234 Limited, as referred to in paragraph 11.6 above.
20. Opening position disclosures and interests
20.1 SMSUK confirms that there are no details required to be
disclosed by it under Rule 8.1(a) of the Takeover Code.
21. Overseas shareholders
21.1 The availability of the Offer or the distribution of this
announcement to Motivcom Shareholders who are not resident in the
United Kingdom may be affected by the laws of their relevant
jurisdiction. Such persons should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdiction. Motivcom Shareholders who are in any doubt regarding
such matters should consult an appropriate independent professional
adviser in the relevant jurisdiction without delay.
21.2 This announcement does not constitute an offer or invitation to purchase any securities.
21.3 Motivcom Shareholders are advised to read carefully the
Scheme Document once it has been dispatched.
22. Expected timetable
22.1 The full terms and conditions of the Offer and further
details of the Scheme will be contained in the Scheme Document
which is currently expected to be posted to Motivcom Shareholders
before 10 October 2014, unless otherwise agreed with the Panel.
22.2 Further details on the timetable for implementation of the
Scheme will be set out in the Scheme Document, which will also
include the notices of the Court Meeting and the General Meeting
and specify the necessary actions to be taken by Motivcom
Shareholders. It is currently expected that the Court Meeting and
General Meeting will be held on or around 31 October 2014.
22.3 If the Scheme does not become effective by the Long Stop
Date, the Offer will lapse except where the approval of Motivcom
Shareholders at the Court Meeting and General Meeting is obtained
before this date, in which case the long stop date for the Offer
may be extended to such later date as SMSUK and Motivcom may agree
and, if appropriate, the Court may approve.
23. Documents on display
Copies of the following documents will be available on the
website of Motivcom at www. motivcom.com by not later than 12 noon
on 15 September 2014 (being the Business Day following the date of
this announcement):
-- this announcement;
-- the deeds of undertaking referred to at paragraph 13.4 above;
-- the letter agreement between Nigel Cooper, Zebra 1234 Limited
and SMSUK referred to at paragraph 11.6 above;
-- the irrevocable undertakings referred to at paragraph 9 above
and summarised in Appendix 3 to this announcement; and
-- the confidentiality agreement referred to at paragraph 19.1 above.
24. General
The Offer will be made subject to the Conditions and on the
terms set out in Appendix 1 to this announcement and on the further
terms and conditions to be set out in the Scheme Document. The
Scheme will be governed by English law and subject to the
applicable rules and regulations of the London Stock Exchange, the
Panel and the Financial Conduct Authority.
Appendix 1 to this announcement contains the conditions to, and
certain further terms of, the Offer. The full terms and conditions
of the Offer will be set out the Scheme Document. Appendix 2 to
this announcement contains further details of the sources of
information and bases of calculations set out in this announcement.
Appendix 3 contains a summary of the irrevocable undertakings given
by the Motivcom Directors and by certain Motivcom Shareholders.
Appendix 4 contains definitions of certain expressions used in this
summary and in this announcement.
Enquiries
+33 1 57 75 80
Sodexo 56
Pierre Benaich, Director of Financial
Communications
+44 (0)20 7187
Lazard, Financial Adviser to SMSUK 2000
Alexandra Soto
Vasco Litchfield
+44 (0)845 053
Motivcom plc 5529
Susan Hocken, Finance Director
Grant Thornton, Nominated Adviser,
Financial Adviser and Rule 3 Adviser +44 (0)207 383
to Motivcom 5100
Philip Secrett
Salmaan Khawaja
Numis Securities Limited, Financial +44 (0)207 260
Adviser and Broker to Motivcom 1000
David Poutney, Head of Corporate
Broking
Lorna Tilbian, Head of Media
Nick Westlake, Managing Director,
Corporate Finance
Further information
This announcement is for information only and is not intended to
and does not constitute, or form part of any offer to sell or
invitation to purchase or subscribe for any securities, or any
solicitation of any vote or approval in any jurisdiction pursuant
to the Offer or otherwise. The Offer will be made on the terms and
subject to the conditions and further terms set out herein and in
Appendix 1 to this announcement and the further terms and
conditions to be set out in the Scheme Document and Forms of Proxy
when issued. Any vote by Motivcom Shareholders in respect of the
Offer should be made only on the basis of the information contained
in the Scheme Document, which will include details of how to vote
in favour of the Scheme. Motivcom Shareholders are advised to read
the formal documentation in relation to the Offer which will be
distributed to Motivcom Shareholders in due course, as it will
contain important information relating to the Offer.
Please be aware that addresses, electronic addresses and certain
other information provided by Motivcom Shareholders, persons with
information rights and other relevant persons in connection with
the receipt of communications from Motivcom may be provided to
SMSUK during the Offer Period (as required under Section 4 of
Appendix 4 to the Takeover Code).
Lazard & Co., Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for SMSUK and no one else in connection with the
Acquisition and, accordingly, will not be responsible to anyone
other than SMSUK for providing the protections afforded to clients
of Lazard & Co., Limited or for providing advice in relation to
the Acquisition.
Grant Thornton UK LLP, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively for Motivcom and no one else in connection with the
Acquisition and, accordingly, will not be responsible to anyone
other than Motivcom for providing the protections afforded to
clients of Grant Thornton UK LLP or for providing advice in
relation to the Acquisition.
Numis Securities Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Motivcom and no one else in connection with the
Acquisition and, accordingly, will not be responsible to anyone
other than Motivcom for providing the protections afforded to
clients of Numis Securities Limited or for providing advice in
relation to the Acquisition.
Overseas shareholders
The release, publication or distribution of this announcement in
or into, jurisdictions other than the United Kingdom may be
restricted by law and therefore persons into whose possession this
announcement comes who are not resident in the United Kingdom
should inform themselves about, and observe, any applicable legal
or regulatory restrictions in those jurisdictions. Motivcom
Shareholders who are in any doubt regarding such matters should
consult an appropriate independent adviser in the relevant
jurisdiction without delay. Any failure to comply with such
restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, the companies involved in the Offer disclaim any
responsibility or liability for the violation of such restrictions
by any person.
This announcement has been prepared for the purposes of
complying with English law, the AIM Rules, the rules of the London
Stock Exchange 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 any
jurisdiction outside the United Kingdom.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 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 tenth business
day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 p.m. (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 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 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.
Cautionary note regarding forward-looking statements
This announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of the Motivcom Group and certain plans and objectives of
the boards of directors of Motivcom and SMSUK. These
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts. Forward-looking
statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "will",
"may", "should", "would", "could" or other words of similar
meaning. These statements are based on assumptions and assessments
made by the boards of directors of Motivcom and SMSUK in light of
their experience and their perception of historical trends, current
conditions, expected future developments and other factors they
believe appropriate. By their nature, forward-looking statements
involve risk and uncertainty, and the factors described in the
context of such forward-looking statements in this announcement
could cause actual results and developments to differ materially
from those expressed in or implied by such forward-looking
statements. Should one or more of these risks or uncertainties
materialise, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in this
announcement. Motivcom and SMSUK assume no obligation to update or
correct the information contained in this announcement, whether as
a result of new information, future events or otherwise, except to
the extent legally required.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and publication of this announcement shall not
give rise to any implication that there has been no change in the
facts set out in this announcement since such date. Nothing
contained in this announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of
Motivcom and SMSUK except where expressly stated.
No profit forecast
No statement in this announcement is intended as a profit
forecast or a profit estimate, and no statement in this
announcement should be interpreted to mean that the future earnings
per Motivcom Share for current or future financial years will
necessarily match or exceed the historical or published earnings
per Motivcom Share.
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the Takeover Code, Motivcom
confirms that it has 27,214,324 ordinary shares of 0.5 pence each
in issue and admitted to trading on AIM under ISIN
GB00B02JH810.
appendix 1
TERMS AND CONDITIONS
CONDITIONS AND FURTHER TERMS OF THE SCHEME AND THE
ACQUISITION
Part A
Conditions of the Acquisition
The Acquisition is subject to the following Conditions:
1. The Scheme
1.1 The Acquisition is conditional upon the Scheme becoming
unconditional and becoming Effective by not later than the Long
Stop Date or such later date (if any) as SMSUK and Motivcom may,
with the consent of the Panel, agree and (if required) the Court
may approve.
1.2 The Scheme is subject to the following Conditions:
(a) the approval of the Scheme by a majority in number
representing not less than 75 per cent in value of the Scheme
Shareholders (or, if applicable, the relevant class or classes
thereof) present and voting, either in person or by proxy, at the
Court Meeting and at any separate class meeting which may be
required by the Court (or at any adjournment of any such
meeting);
(b) all resolutions required to approve and implement the Scheme
as set out in the notice of the General Meeting in this Scheme
Document being duly passed by the requisite majorities at the
General Meeting (or at any adjournment thereof);
(c) a resolution to approve the Zibrant Sale being duly passed
by the Independent Motivcom Shareholders representing more than 50
per cent of the votes cast on the resolution at the General Meeting
(or at any adjournment thereof); and
(d) the sanction of the Scheme and the confirmation of the
Capital Reduction by the Court, in each case, with or without
modification (but subject to any such modification being acceptable
to SMSUK and Motivcom) and:
(i) the delivery of a copy of each of the Court Orders and the
Statement of Capital to the Registrar of Companies; and
(ii) if the Court so orders, the registration of the Reduction
Court Order and the Statement of Capital by the Registrar of
Companies.
1.3 In addition, Motivcom and SMSUK have agreed that the Scheme
is conditional on the following matters and, accordingly, the
necessary actions to make the Acquisition and the Scheme Effective
will not be taken unless the following Conditions (as amended, if
appropriate) have been satisfied or waived:
(a) Third Party intervention
No Third Party having, without the consent or agreement of
SMSUK, intervened in any way and there not continuing to be
outstanding, any such action, proceeding, suit, investigation,
enquiry or reference, and no Third Party having given notice of an
intervention having been enacted, made or proposed any statute,
regulation, decision or order or taken any measures or other steps
or required any action to be taken or information to be provided or
otherwise having done anything and there not continuing to be
outstanding any statute, regulation, decision or order in each case
which would or might be expected to:
(i) make the Acquisition, its implementation or the acquisition
or proposed acquisition by SMSUK or any member of the Wider Sodexo
Group of any Motivcom Shares or other securities in, or control or
management of, Motivcom or any member of the Wider Motivcom Group
void, voidable, unenforceable and/or illegal under the laws of any
relevant jurisdiction or otherwise, directly or indirectly,
prevent, restrain, restrict, prohibit, impede, challenge or delay
the same or impose additional material conditions or obligations
with respect to the Acquisition or such acquisition, or otherwise
challenge, impede or interfere with the Acquisition or such
acquisition or require amendment to the terms of the Acquisition or
such acquisition;
(ii) require, prevent or delay a divestiture by any member of
the Wider Sodexo Group or the Wider Motivcom Group of any of their
respective shares or other securities;
(iii) require, prevent, delay or restrict a divestiture or alter
the terms envisaged for any proposed divestiture by any member of
the Wider Sodexo Group or by any member of the Wider Motivcom
Group, in any such case, of all or any part of their respective
businesses, assets or properties or impose any limitation on the
ability of any of them to conduct their businesses (or any part
thereof) or to own, control or manage, use or operate all or any
part of their respective businesses, assets or properties owned by,
or the use or operation of which is enjoyed by any of them;
(iv) result in any member of the Wider Sodexo Group or any
member of the Wider Motivcom Group ceasing to be able to carry on
business, or being restricted in its carrying on of business, under
any name and in any manner which it currently does so;
(v) impose any limitation on, or result in a delay in, the
ability of any member of the Wider Sodexo Group, directly or
indirectly, to acquire or to hold or to exercise effectively all or
any rights of ownership in respect of shares or other securities
(or the equivalent) in Motivcom or in any member of the Wider
Motivcom Group or, directly or indirectly, to hold or exercise
effectively management control or voting control over Motivcom or
any member of the Wider Motivcom Group;
(vi) except pursuant to the Acquisition and the Scheme or Part
28 of the Companies Act, require any member of the Wider Sodexo
Group or of the Wider Motivcom Group to acquire, or offer to
acquire, any shares or other securities (or the equivalent) or
interest in any member of the Wider Motivcom Group or any asset, in
each case, owned by any third party;
(vii) limit the ability of any member of the Wider Motivcom
Group or the Wider Sodexo Group to conduct, integrate or
co-ordinate all or any part of its business with all or any part of
the businesses of any other member of the Wider Sodexo Group or the
Wider Motivcom Group;
(viii) require undertakings or assurances to be given by the
Wider Sodexo Group, except on terms reasonably satisfactory to
SMSUK; or
(ix) otherwise adversely affect any or all of the business,
assets, value, profits, financial or trading or regulatory position
or prospects or operational performance of any member of the Wider
Sodexo Group or the Wider Motivcom Group,
and all applicable waiting and other time periods (including any
extension of such periods) during which any Third Party could
decide to, or actually, take, institute, implement or threaten any
such action, proceeding, suit, investigation, enquiry or reference
or to take any other step under the laws of any jurisdiction in
respect of the Acquisition or the acquisition or proposed
acquisition of any Motivcom Shares or otherwise intervene having
expired, lapsed or been terminated.
(b) Filings and authorisations
(i) all notifications, filings and applications which are
necessary or are considered necessary or appropriate by SMSUK,
including such notifications, filings and applications as may be
required to be submitted to any Third Parties, having been
submitted and all applicable waiting and other time periods
(including any extensions of such waiting or other time periods)
under any applicable legislation or regulations of any relevant
jurisdiction having expired, lapsed or been terminated (as
appropriate);
(ii) all authorisations and statutory and regulatory obligations
which are necessary or are considered necessary or appropriate by
SMSUK in any relevant jurisdiction for or in respect of the
Acquisition or its implementation or the acquisition or the
proposed acquisition of any shares or other securities (or the
equivalent) in, or under the control of, Motivcom or any member of
the Wider Motivcom Group by any member of the Wider Sodexo Group or
the carrying on by any member of the Wider Motivcom Group of its
business having been obtained or complied with (as appropriate) on
terms and in a form satisfactory to SMSUK from all Third Parties or
from any persons or bodies with whom any member of the Wider
Motivcom Group has entered into contractual arrangements and all
such authorisations remaining in full force and effect and there
being no notice or intimation of any intention having been received
by any member of the Wider Sodexo Group or Motivcom or any other
member of the Wider Motivcom Group to revoke, withdraw, withhold,
suspend, restrict, modify, amend or not to renew such
authorisations; and
(iii) there being no temporary restraining order, preliminary or
permanent injunction, preliminary or permanent enjoinment, or other
order threatened or issued and being in effect by a court or other
Third Party which has the effect of making the Acquisition or any
acquisition or proposed acquisition of any shares or other
securities in, or control or management of, any member of the Wider
Motivcom Group by any member of the Wider Sodexo Group or the
implementation of either of them, void, voidable, illegal and/or
unenforceable under the laws of any relevant jurisdiction or
otherwise directly or indirectly prohibiting, preventing,
restraining, restricting, delaying or otherwise interfering with
the consummation or the approval of the Acquisition or any matter
arising from the proposed acquisition of any shares or other
securities in, or control or management of, any member of the Wider
Motivcom Group by any member of the Wider Sodexo Group.
(c) Consequences of the Acquisition
Except as Publicly Announced or Disclosed, there being no
provision of any authorisation, arrangement, agreement, licence,
permit, lease, franchise or other instrument to which any member of
the Wider Motivcom Group is a party or by or to which any such
member or any of its respective assets is or may be bound, entitled
or be subject or any event or circumstance which, in each case, as
a consequence of the Acquisition or the acquisition or the proposed
acquisition by any member of the Wider Sodexo Group of any shares
or other securities (or the equivalent) in, or a change in the
control or management of, Motivcom or any other member of the Wider
Motivcom Group or otherwise, would or might reasonably be expected
to result in:
(i) any monies borrowed by, or any other indebtedness, actual or
contingent of, or any grant available to, any member of the Wider
Motivcom Group being or becoming repayable, or capable of being
declared repayable, immediately or earlier than the stated maturity
or repayment date, or the ability of any such member to borrow
monies or incur any indebtedness being or becoming capable of being
withdrawn or inhibited;
(ii) the rights, liabilities, obligations, interests or business
of any member of the Wider Motivcom Group under any such
arrangement, agreement, licence, permit, lease, franchise or
instrument or the rights, interests or business of any member of
the Wider Motivcom Group in or with any other firm or company or
body or person (or any agreement or arrangement relating to any
such rights, business or interests) being or becoming capable of
being terminated or adversely modified or adversely affected or any
onerous obligation or liability arising or any adverse action being
taken or arising thereunder;
(iii) any member of the Wider Motivcom Group ceasing to be able
to carry on business under any name or in any manner under which it
presently does so;
(iv) any asset, property or interest of, or any asset the use of
which is enjoyed by, any member of the Wider Motivcom Group or the
Wider Sodexo Group being disposed of by or charged by or ceasing to
be available to any member of the Wider Motivcom Group or (as
applicable) the Wider Sodexo Group or any right arising under which
any such asset or interest could be required to be disposed of or
charged or could cease to be available to any member of the Wider
Motivcom Group or (as applicable) the Wider Sodexo Group;
(v) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business,
property or assets of any member of the Wider Motivcom Group or the
Wider Sodexo Group or any such mortgage, charge or other security
interest (whether existing or having arisen) becoming enforced or
enforceable;
(vi) the creation, acceleration or assumption of any liabilities
(actual, contingent or prospective) by any member of the Wider
Motivcom Group or the Wider Sodexo Group other than in the ordinary
course of business;
(vii) any member of the Wider Motivcom Group or Wider Sodexo
Group being required to repay or repurchase any shares in and/or
indebtedness of any member of the Wider Motivcom Group or the Wider
Sodexo Group owned by any third party;
(viii) the business, assets, value, financial or trading
position, profits, prospects or operational performance or
regulatory position of any member of the Wider Motivcom Group or
the Wider Sodexo Group being prejudiced or adversely affected;
or
(ix) any liability of any member of the Wider Motivcom Group to
make any severance, termination, bonus or other payment to any of
its directors or other officers,
and no event having occurred which, under any provision of any
such authorisation, arrangement, agreement, licence, permit, lease,
franchise or other instrument could result in any of the events or
circumstances which are referred to in paragraphs 1.3(c)(i) to
1.3.(c)(ix) (inclusive).
(d) No corporate action taken since the Accounting Date
Since the Accounting Date (except as Publicly Announced or
Disclosed), no member of the Wider Motivcom Group having:
(i) issued or agreed to issue, or authorised or proposed the
issue of, additional shares of any class, or securities convertible
into, or exchangeable for, or rights, warrants or options to
subscribe for or acquire, any such shares or convertible securities
or transferred or sold any such shares out of treasury (other than
as between Motivcom and wholly-owned subsidiaries of Motivcom or
between the wholly-owned subsidiaries of Motivcom and other than on
the exercise of rights to subscribe for Motivcom Shares or pursuant
to any options and/or awards granted and the issue of Motivcom
Shares on the exercise of options and/or awards granted, under any
of the Motivcom Share Incentive Schemes before 12 September 2014 or
any shares issued thereafter pursuant to any such options and/or
awards);
(ii) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any dividend, bonus issue or other
distribution whether payable in cash or otherwise (other than to
Motivcom or one of its wholly-owned subsidiaries;
(iii) (save for transactions between members of the Wider
Motivcom Group) merged with or demerged from or acquired, disposed
of, transferred, mortgaged, charged or granted any security
interest over, any body corporate, partnership or business or,
other than in the ordinary course of business, acquired or disposed
of, or transferred, mortgaged or charged or created any security
interest over, any asset or any right, title or interest in any
asset (including shares and trade investments) or authorised,
proposed or announced any intention to do so;
(iv) (save for transactions between members of the Wider
Motivcom Group or transactions carried out by members of the
Motivcom Group in the ordinary course of business) issued,
authorised or proposed the issue of or made any change in or to any
debentures or incurred or increased any indebtedness or become
subject to any liability (actual or contingent);
(v) (save for transactions between members of the Wider Motivcom
Group) made or authorised or proposed or announced an intention to
propose any change in its share or loan capital;
(vi) entered into or varied or authorised or announced or
proposed its intention to enter into or vary any contract,
transaction, arrangement, reconstruction, amalgamation or
commitment (whether in respect of capital expenditure or otherwise)
which is of a loss making, long term, unusual or onerous nature or
magnitude, or which involves or could involve an obligation of such
a nature or magnitude or which is other than in the ordinary course
of business or which is or could materially restrict the business
or activities of any member of the Wider Motivcom Group;
(vii) entered into any licence or other disposal of intellectual
property rights of any member of the Wider Motivcom Group;
(viii) save as agreed by SMSUK, entered into or varied (other
than in respect of increases in remuneration required under the
terms of the relevant agreement which have been Disclosed) or made
any offer (which remains open for acceptance) to enter into or
change the terms of any contract, service agreement or arrangement
with any director or senior executive (being an employee with a
basic salary of GBP100,000 or more) of Motivcom or of any other
member of the Wider Motivcom Group;
(ix) entered into, implemented, effected or authorised, proposed
or announced its intention to enter into, implement, effect,
authorise or propose any reconstruction, amalgamation, commitment
(whether in respect of capital expenditure or otherwise), scheme or
other transaction or arrangement in respect of itself or another
member of the Wider Motivcom Group (other than the Scheme);
(x) (save for transactions between members of the Wider Motivcom
Group) entered into, implemented or effected, authorised, proposed
or announced its intention to implement or effect any joint
venture, asset or profit sharing arrangement, partnership,
composition, assignment, reconstruction, amalgamation, commitment,
scheme or other transaction or arrangement (other than the
Acquisition) otherwise than in the ordinary course of business;
(xi) (save for transactions between members of the Wider
Motivcom Group) purchased, redeemed or repaid or proposed the
purchase, redemption or repayment of any of its own shares or other
securities (or the equivalent) or reduced or made any other change
(not referred to in or excluded by paragraph 1.3(d)(i) above) to
any part of its share capital;
(xii) waived or compromised or settled any claim other than in the ordinary course of business;
(xiii) made any alteration to its memorandum or articles of
association or other constitutional documents;
(xiv) taken or proposed any steps or corporate action or had any
legal proceedings instituted or threatened against it or petition
presented or order made in any such case in relation to the
suspension of payments, a moratorium of indebtedness, for its
winding up (voluntary or otherwise), dissolution, reorganisation or
for the appointment of any administrator, receiver, manager,
administrative receiver, trustee or similar officer or other
encumbrancer of all or any of its assets or revenues or any
analogous proceedings in any jurisdiction or appointed any
analogous person in any jurisdiction or had any such person
appointed;
(xv) been unable, or having admitted in writing that it is
unable, to pay its debts or having commenced negotiations with one
or more of its creditors with a view to rescheduling or
restructuring any of its indebtedness or having stopped or
suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a
substantial part of its business;
(xvi) made or agreed or consented to:
(A) any material change to:
(aa) the terms of the trust deeds, rules, policy or other
governing documents constituting the pension scheme(s) or other
retirement or death benefit arrangement established by any member
of the Wider Motivcom Group for its directors, former directors,
employees, former employees and/or their dependants (a "Relevant
Pension Plan");
(bb) the contributions payable to any Relevant Pension Plan or
the benefits which accrue, or to the pensions which are payable
under any Relevant Pension Plan;
(cc) the basis on which qualification for, or accrual or
entitlement to any Relevant Pension Plan, (and benefits thereunder)
are calculated or determined;
(dd) the basis upon which the liabilities (including pensions)
of any Relevant Pension Plan are funded, valued or made; or
(ee) the manner in which the assets of any Relevant Pension Plan are invested;
(B) any change to the trustees or other fiduciary including the
appointment of a trust corporation but excluding any appointment of
a member nominated trustee in accordance with existing nomination
arrangements or one company appointment to fill a trustee
vacancy;
(C) any change to the employer contributions payable under any Relevant Pension Plan;
(D) the establishment of any new pension scheme or other
arrangement for the provision of retirement benefits for its
directors, former directors, employees, former employees and/or
their dependants outside any Relevant Pension Plan;
(xvii) entered into or proposed to enter into one or more bulk
annuity contracts in relation to any Relevant Pension Plan;
(xviii) carried out any act (i) which would or could reasonably
be expected to lead to the commencement of the winding up of any
Relevant Pension Plan; (ii) which would or might create a material
debt owed by an employer to any Relevant Pension Plan; (iii) which
would or might accelerate any obligation on any employer to fund or
pay additional contributions to any Relevant Pension Plan; or (iv)
which would or might give rise directly or indirectly to a
liability in respect of any Relevant Pension Plan arising out of
the operation of sections 38 to 56 inclusive of the Pensions Act
2004 in relation to the scheme;
(xix) terminated or made any variation to the terms of any
agreement or arrangement between any member of the Wider Motivcom
Group and any other person which is material to that member of the
Wider Motivcom Group;
(xx) save with the agreement of SMSUK, or changes made by
legislation, proposed, agreed to provide or modified the terms of
any share option scheme or incentive scheme or other benefit
relating to the employment or termination of employment of any
person employed by the Wider Motivcom Group;
(xxi) save for transactions between members of the Wider
Motivcom Group, granted any material lease in respect of any of the
property owned by or occupied by it or transferred or otherwise
disposed of any such property;
(xxii) entered into any contract, commitment, agreement or
arrangement or passed any resolution or made any offer (which
remains open for acceptance) with respect to, or authorised or
announced any intention to implement or effect or propose, any of
the transactions, matters or events referred to in this paragraph
1.3(d); or
(xxiii) having taken (or agreed or proposed to take) any action
which requires, or would require, the consent of the Panel or the
approval of the shareholders of Motivcom in general meeting in
accordance with, or as contemplated by, Rule 21.1 of the City
Code.
(e) Other events since the Accounting Date
Since the Accounting Date (except as Publicly Announced or
Disclosed):
(i) there having been no material adverse change or material
deterioration and no event, matter or circumstances having arisen
which would be expected to result in any material adverse change or
material deterioration in the business, assets, value, financial,
trading or regulatory position or profits or prospects or
operational performance or legal or regulatory position of the
Wider Motivcom Group, taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings or investigation to which any member of the
Wider Motivcom Group is or may become a party (whether as plaintiff
or claimant or defendant or otherwise) having been threatened,
announced or instituted by or against or remaining outstanding
against or in respect of any member of the Wider Motivcom
Group;
(iii) no enquiry, review or investigation or enforcement
proceedings by, or complaint or reference to, any Third Party
having been threatened, announced, implemented or instituted or
remaining outstanding, by, against or in respect of any member of
the Wider Motivcom Group in respect of which, were the outcome to
be unfavourable, would have a material adverse effect on the Wider
Motivcom Group, taken as a whole;
(iv) no actual, contingent or other liability having arisen,
increased, been incurred or become apparent to SMSUK which would be
reasonably likely materially and adversely to affect the business,
assets, financial, trading or regulatory position or profits or
prospects of the Wider Motivcom Group, taken as a whole;
(v) no material increase to an existing claim or no material
claim being made, and no circumstance having arisen which is
reasonably likely to lead to a material claim being made, under the
insurances of any member of the Wider Motivcom Group; or
(vi) no steps having been taken and no omissions having been
made which may result in the withdrawal, cancellation, termination
or modification of any material licence, permission or
authorisation held by any member of the Wider Motivcom Group.
(f) Information issues
Except as Publicly Announced or Disclosed, SMSUK not having
discovered:
(i) that any financial, business or other information concerning
the Wider Motivcom Group Publicly Announced or Disclosed is
misleading in any material respect, contains a material
misrepresentation of fact or omits to state a fact necessary to
make that information not misleading and which was not corrected
before 12 September 2014 by being Publicly Announced or
Disclosed;
(ii) that any member of the Wider Motivcom Group or any
partnership, company or other entity in which any member of the
Wider Motivcom Group has a significant economic interest but which
is not a subsidiary undertaking of any member of the Wider Motivcom
Group is subject to any liability, (whether actual, contingent or
prospective) which has not been Publicly Announced; or
(iii) any information which adversely affects the import of any
information Disclosed at any time.
(g) Environmental issues
Save as Publicly Announced or Disclosed, SMSUK not having
discovered that:
(i) any past or present member of the Wider Motivcom Group has
not complied with any applicable legislation or regulations,
notices or other requirements of any jurisdiction or Third Party
with regard to environmental matters or the health and safety of
any person, or that there has otherwise been any breach of
environmental or health and safety law or that there is any
environmental condition which, in any case, would be likely to give
rise to any liability (whether actual or contingent) or cost on the
part of any member of the Wider Motivcom Group which in any case is
material in the context of the Wider Motivcom Group as a whole;
or
(ii) there is, or is likely to be, any liability, whether actual
or contingent, to make good, repair, reinstate or clean up any
property now or previously owned, occupied or made use of by any
past or present member of the Wider Motivcom Group or any
controlled waters under any environmental law or which has or could
result in the closure of any property required by any member of the
Wider Motivcom Group which in any case is material in the context
of the Wider Motivcom Group as a whole.
(h) Intellectual Property
No circumstance having arisen or event having occurred in
relation to any intellectual property owned or used by any member
of the Wider Motivcom Group including:
(i) any member of the Wider Motivcom Group losing its title to
any intellectual property material to its business, or any
intellectual property owned by the Wider Motivcom Group and
material to its business being revoked, cancelled or declared
invalid;
(ii) any claim being asserted or threatened by any person
challenging the ownership of any member of the Wider Motivcom Group
to, or the validity or effectiveness of, any of its intellectual
property; or
(iii) any agreement regarding the use of any intellectual
property licensed to or by any member of the Wider Motivcom Group
being terminated or varied.
(i) Anti-bribery and Corruption
Save as Publicly Announced or Disclosed, SMSUK not having
discovered that:
(i) any member of the Wider Motivcom Group or any person that
performs or has performed services for or on behalf of any such
company is or has at any time engaged in any activity, practice or
conduct which would constitute an offence under the Bribery Act
2010 or any other applicable anti-corruption legislation; or
(ii) any member of the Wider Motivcom Group is ineligible to be
awarded any contract or business under section 23 of the Public
Contracts Regulations 2006.
Part B
Certain further terms of the Acquisition
2. Satisfaction of Conditions
2.1 Conditions 1.3(a) to 1.3(i) (inclusive) above must be
fulfilled, be determined by SMSUK to be or remain satisfied or (if
capable of waiver) be waived by SMSUK by 11.59 p.m. on the date
immediately preceding the date of the Scheme Court Hearing, failing
which the Scheme shall lapse, unless Motivcom and SMSUK otherwise
agree.
2.2 Under Rule 13.5 of the Code, SMSUK may not invoke a
condition to the Acquisition so as to cause the Acquisition not to
proceed, to lapse or to be withdrawn unless the circumstances which
give rise to the right to invoke the condition are of material
significance to SMSUK in the context of the Acquisition. Conditions
1.1 and 1.2 are not subject to this provision of the Code.
3. Right to Waive Conditions
3.1 To the extent permitted by law and subject to the
requirements of the Panel, SMSUK reserves the right in its sole
discretion (but shall be under no obligation) to waive all or any
of the above Conditions, in whole or in part, except the Conditions
set out in paragraphs 1.1 and 1.2.
3.2 SMSUK shall be under no obligation to waive (if capable of
waiver) to determine, to be or remain satisfied or to treat as
satisfied any of the Conditions in paragraphs 1.3(a) to 1.3(i)
(inclusive) by a date earlier than the date specified in paragraph
1.1 for the satisfaction thereof, notwithstanding that the other
Conditions of the Acquisition may at an earlier date be waived or
fulfilled and that there are, at such earlier date, no
circumstances indicating that any such Conditions may not be
capable of fulfilment.
4. Alterations to Conditions
If SMSUK is required by the Panel to make an offer for Motivcom
Shares under the provisions of Rule 9 of the City Code, SMSUK and
Motivcom may make such alterations to the above Conditions,
including the Conditions set out in paragraphs 1.1 and 1.2, as are
necessary to comply with the provisions of that Rule.
5. Competition Referrals
The Scheme will not proceed if either the European Commission
initiates proceedings under Article 6(1)(c) of Council Regulation
(EEC) 4064/89 or the Competition and Markets Authority makes a
Phase 2 merger reference before the date of the Court Meeting. In
such event, none of the Company, SMSUK nor any Motivcom Shareholder
will be bound by any term of the Scheme.
6. Separate Conditions
Each of the above Conditions shall be regarded as a separate
condition and shall not be limited by reference to any other
condition.
7. Motivcom Shares
7.1 The New Motivcom Shares to be issued to SMSUK in connection
with the Scheme will be allotted and issued fully paid and free
from all liens, charges, equitable interests, encumbrances, rights
of pre-emption and other third party rights or interests of any
nature whatsoever and together with all rights attaching or
accruing to such Motivcom Shares, including (without limitation)
voting rights and the right to receive all dividends and other
distributions (if any) announced, declared, paid or made after the
Effective Date.
7.2 If, prior to the Effective Date, any dividend or other
distribution is declared or paid by Motivcom (save for any dividend
declared before the Effective Date by any wholly-owned subsidiary
of Motivcom to Motivcom or any of Motivcom's wholly-owned
subsidiaries), SMSUK reserves the right (without prejudice to any
right of SMSUK, with the consent of the Panel, to invoke Condition
1.3(d)(ii) above) to reduce the consideration payable under the
Acquisition by the aggregate amount of such dividend or
distribution (excluding any associated tax credit).
7.3 If any such dividend or distribution is paid or made before
the Effective Date and if SMSUK exercises its rights described in
this paragraph 7, any reference in this document to the
consideration payable under the Scheme shall be deemed to be a
reference to the consideration as so reduced.
7.4 To the extent that such a dividend or distribution has been
declared but not paid prior to the Effective Date and such dividend
or distribution is cancelled, then the Acquisition Price shall not
be subject to change in accordance with this paragraph 7.
7.5 Any exercise by SMSUK of its rights referred to in this
paragraph 7 shall be the subject of an announcement and, for the
avoidance of doubt, shall not be regarded as constituting any
revision or variation of the Scheme.
8. Switching to an Offer
8.1 SMSUK reserves the right to elect (subject to the consent of
the Panel) to implement the Acquisition of the Motivcom Shares by
way of a Takeover Offer in accordance with the City Code (as an
alternative to the Scheme) as it may determine in its absolute
discretion. In such event, the Acquisition will be implemented by
SMSUK and/or a wholly-owned subsidiary of SMSUK on substantially
the same terms as those which would apply to the Scheme subject to
appropriate amendments, including (without limitation) an
acceptance condition set at 90 per cent (or such lesser percentage
(being more than 50 per cent) as SMSUK may decide or the Panel may
require) of the Motivcom Shares to which such an offer would
relate.
8.2 In the event that the Acquisition is implemented by way of a
Takeover Offer, the Motivcom Shares acquired under such an offer
will be acquired fully paid and free from all liens, equities,
charges, encumbrances, options, rights of pre-emption and any other
third party rights and interests of any nature and together with
all rights attaching or accruing to them, including voting rights
and the right to receive and retain in full all dividends and other
distributions (if any) declared, made or paid on or after the date
of this document.
9. Law
The Acquisition is made on the terms set out in this document
and the Forms of Proxy and is subject, amongst other things, to the
Conditions and such further terms as may be required to comply with
the AIM Rules, the rules of the London Stock Exchange, the rules
and guidance promulgated by the Financial Conduct Authority, the
provisions of FSMA, the provisions of the City Code and the
provisions of the Companies Act. The Scheme will be governed by the
laws of England and Wales and subject to the jurisdiction of the
English courts.
10. Non-UK Resident Motivcom Shareholders
The availability of the Acquisition to Motivcom Shareholders who
are not resident in the United Kingdom may be affected by the laws
of relevant jurisdictions. Therefore, any persons who are subject
to the laws of any jurisdiction other than the United Kingdom or
shareholders who are not resident in the United Kingdom will need
to inform themselves about, and observe, any applicable
requirements.
appendix 2
SOURCES OF INFORMATION AND BASES OF CALCULATIONS
1. As at the close of business on 11 September 2014, being the
last Business Day prior to the date of this announcement, Motivcom
had in issue 28,093,659 Motivcom Shares, of which 879,335 were held
in treasury.
2. The ISIN for Motivcom Shares is GB00B02JH810.
3. The value placed on the issued and to be issued share capital
of Motivcom of GBP41 million is based on: (a) 28,093,659 Motivcom
Shares in issue, less 879,335 shares held in treasury, on 11
September 2014, being the last Business Day prior to the date of
this announcement; and (b) 499,762 options being exercised.
4. The closing share price on 11 September 2014, being the last
Business Day prior to the date of this announcement, of Motivcom
Shares was 122.5 pence (as sourced from FactSet).
5. Motivcom's average volume weighted share price for the three
months ended 11 September 2014 (being the last Business Day prior
to the date of this announcement) was 119.7 pence (as sourced from
FactSet).
6. Unless otherwise stated, the financial information and other
information included in this announcement has been extracted or
derived, without material adjustment, from:
(a) in the case of Motivcom, the audited consolidated financial
statements for the Motivcom Group for the year ended 31 December
2013;
(b) in the case of SMSUK, the audited consolidated financial
statements for SMSUK for the year ended 31 August 2013; and
(c) in the case of Sodexo SA, the audited consolidated financial
statements for the year ended 31 August 2013 and the interim
financial statements to 28 February 2014.
appendix 3
IRREVOCABLE UNDERTAKINGS
SMSUK has received irrevocable undertakings to vote in favour of
the Scheme Resolution at the Court Meeting and in favour of the
Rule 16 Resolution to be proposed at the General Meeting in respect
of a total of 18,557,240 Motivcom Shares, representing, in
aggregate, approximately 68.19 per cent of Motivcom's existing
issued ordinary share capital (excluding treasury shares). SMSUK
has received irrevocable undertakings to vote in favour of the
Special Resolution to be proposed at the General Meeting in respect
of a total of 21,492,122 Motivcom Shares, representing, in
aggregate, approximately 78.97 per cent of Motivcom's existing
issued ordinary share capital (excluding treasury shares).
All of these irrevocable undertakings will cease to be binding
only if the Scheme lapses or is withdrawn and remain binding if a
higher competing offer for Motivcom is made.
In respect of their entire beneficial holdings in Motivcom,
which, in aggregate, amount to 13,325,329 Motivcom Shares,
representing approximately 48.96 per cent of the existing issued
ordinary share capital of Motivcom (excluding treasury shares), the
Independent Motivcom Directors have irrevocably undertaken to vote
in favour of the Scheme Resolution to be proposed at the Court
Meeting and the Rule 16 Resolution to be proposed at the General
Meeting.
In respect of their entire beneficial holdings in Motivcom,
which, in aggregate, amount to 16,260,211 Motivcom Shares,
representing approximately 59.75 per cent of the existing issued
ordinary share capital of Motivcom (excluding treasury shares), the
Motivcom Directors have irrevocably undertaken to vote in favour of
the Special Resolution to be proposed at the General Meeting.
In addition, SMSUK has received irrevocable undertakings to vote
in favour of the Scheme Resolution at the Court Meeting and in
favour of the Rule 16 Resolution and the Special Resolution at the
General Meeting from certain Motivcom Shareholders. These
undertakings are in respect of a total of 5,231,911 Motivcom Shares
representing, in aggregate, approximately 19.22 per cent of the
existing issued ordinary share capital of Motivcom (excluding
treasury shares).
The irrevocable undertakings received are comprised as
follows:
Independent Motivcom Directors (in respect of the Scheme
Resolution to be proposed at the Court Meeting and the Rule 16
Resolution)
% of Motivcom
Shares in issue
Number of Motivcom (excluding treasury
Name Shares shares)
------------------ ------------------- ---------------------
John Sylvester 6,295,195 23.13
David Lebond 3,369,641 12.38
Susan Ann Hocken 2,551,384 9.38
Colin Lloyd* 1,109,109 4.08
Total 13,325,329 48.96
* Colin Lloyd's Motivcom Shares are held by Hargreaves Lansdown
(Nominees) Limited as nominee.
Motivcom Directors (in respect of the Special Resolution)
% of Motivcom
Share in issue
Number of Motivcom (excluding treasury
Name Shares shares)
------------------ ------------------- ---------------------
John Sylvester 6,295,195 23.13
David Lebond 3,369,641 12.38
Nigel Philip
Cooper 2,934,882 10.78
Susan Ann Hocken 2,551,384 9.38
Colin Lloyd* 1,109,109 4.08
Total 16,260,211 59.75
* Colin Lloyd's Motivcom Shares are held by Hargreaves Lansdown
(Nominees) Limited as nominee.
Other Motivcom Shareholders
% of Motivcom
Shares in
Number of issue (excluding
Name Motivcom Shares treasury shares)
------------------- ----------------- ------------------
Nigel Wray* 3,424,988 12.59
Ken Brown ** 1,401,923 5.15
------------------- ----------------- ------------------
Marlborough Fund
Managers Limited 405,000 1.49
------------------- ----------------- ------------------
Total 5,231,911 19.22
* Nigel Wray's Motivcom Shares are held by Roy Nominees, Vidacos
Nominees and Pershing Keen Nominees A/C PSL982 as nominees.
** Ken Brown's Motivcom Shares are held by Jim Nominees A/C
Jarvis as nominees.
appendix 4
DEFINITIONS
The following definitions apply throughout this announcement
unless the context requires otherwise:
"Acquisition" the recommended acquisition by
or "Offer" SMSUK of the entire issued and
to be issued ordinary share capital
of Motivcom, to be effected by
means of the Scheme (or, if SMSUK
elects in accordance with the
condition in paragraph (a) of
Part B of Appendix 1, by means
of a Takeover Offer), subject
to the Conditions
"Accounting Date" 31 December 2013
"Additional Motivcom Motivcom Shares issued after
Shares" the Reduction Record Time pursuant
to the exercise of options and
awards under the Motivcom Share
Plans
"Additional Motivcom holders of Additional Motivcom
Shareholders" Shares
"AIM" AIM, a market operated by the
London Stock Exchange
"AIM Rules" the rules and guidance for companies
the shares of which are admitted
to trading on AIM entitled "AIM
Rules for Companies" published
by the London Stock Exchange,
as amended from time to time
"Board" as the context requires, the
board of directors of Motivcom
or the board of directors of
SMSUK and the terms "Motivcom
Board", "Board of Motivcom",
"SMSUK Board" and "Board of SMSUK"
shall be construed accordingly
"Business Day" any day (excluding any day which
is a Saturday, Sunday or public
holiday in England and Wales)
on which banks in the City of
London are open for general banking
business
"Capital Reduction" the proposed reduction of the
ordinary share capital of Motivcom
provided for in the Scheme under
section 641 of the Companies
Act
"Companies Act" the Companies Act 2006
"Conditions" the conditions to the implementation
of the Scheme as set out in Appendix
1 to this announcement and to
be set out in the Scheme Document
"Court" the High Court of Justice in
England and Wales
"Court Hearings" the Scheme Court Hearing and
the Reduction Court Hearing
"Court Meeting" the meeting of Scheme Shareholders
to be convened pursuant to an
order of the Court under Part
26 of the Companies Act for the
purpose of considering and, if
thought fit, approving the Scheme
(with or without amendment) including
any adjournment thereof
"Court Orders" the Scheme Court Order and the
Reduction Court Order
"CREST" the relevant system, as defined
in the Uncertificated Securities
Regulations 2001 (SI 2011/3755,
as amended), for paperless settlement
of share transfers and the holding
of shares in uncertificated form
(in respect of which Euroclear
UK & Ireland Limited is the operator)
"Dealing Disclosure" has the same meaning as in Rule
8 of the Takeover Code
"Disclosed" fairly and accurately disclosed
in writing to SMSUK or its advisers
by or on behalf of Motivcom in
connection with the Acquisition
prior to the date of this announcement
"Effective" the Scheme having become effective
pursuant to its terms
"Effective Date" the date on which the Scheme
becomes Effective
"Enlarged Group" the Motivcom Group and the Sodexo
Group, following the Scheme having
become Effective
"Excluded Shares" any Motivcom Shares registered
in the name of or beneficially
owned by any member of the SMSUK
Group
"Forms of Proxy" the forms of proxy for the Court
Meeting and the General Meeting
"General Meeting" the general meeting (including
any adjournment thereof) of Motivcom
Shareholders to be convened in
connection with the Scheme
"Grant Thornton" Grant Thornton UK LLP, nominated
adviser and adviser to Motivcom
for the purposes of Rule 3 of
the Takeover Code
"Independent Motivcom the Motivcom Directors, excluding
Directors" Nigel Cooper
"Independent Motivcom the Motivcom Shareholders, excluding
Shareholders" Nigel Cooper
"Lazard" Lazard & Co., Limited, the financial
adviser SMSUK in relation to
the Offer
"London Stock London Stock Exchange plc
Exchange"
"Long Stop Date" 12 March 2015 (or such later
date as may, with the consent
of the Panel and the Court (in
each case, if required), be agreed
between SMSUK and Motivcom)
"Motivcom" Motivcom plc
"Motivcom Directors" the directors of Motivcom
"Motivcom Group" Motivcom and its subsidiary undertakings
"Motivcom Shareholders" the holders of Motivcom Shares
"Motivcom Share the Motivcom plc Company Share
Plans" Option Scheme, the Motivcom plc
Employees' Share Option Scheme
dated 21 November 2005 and the
Motivcom plc 2005 Inland Revenue
Approved Savings Related Share
Option Scheme dated 4 April 2005;
"Motivcom Shares" the ordinary shares of 0.5 pence
each in the share capital of
Motivcom
"Offer Period" the offer period (as defined
by the Takeover Code) relating
to Motivcom, which commenced
on the date of this announcement
and which will end on the earlier
of the Effective Date and the
date which the Scheme lapses
or is withdrawn in accordance
with its terms
"Opening Position has the same meaning as in Rule
Disclosure" 8 of the Takeover Code
"Panel" the Panel on Takeovers and Mergers
"Publicly Announced" disclosed in (i) the annual reports
and accounts for Motivcom for
the financial year ended 31 December
2013; or (ii) any announcement
made by or on behalf of Motivcom
to a Regulatory Information Service
prior to the date of this announcement
"Reduction Court the hearing at which the Reduction
Hearing" Court Order will be sought
"Reduction Court the order of the Court confirming
Order" the Capital Reduction
"Reduction Record 6 p.m., on the Business Day immediately
Time" preceding the date of the Reduction
Court Hearing
"Registrar of the Registrar of Companies in
Companies" England and Wales
"Regulatory Information any information service authorised
Service" from time to time by the Financial
Conduct Authority for the purpose
of disseminating regulatory announcements
"Relevant Shares" the Scheme Shares and the Additional
Motivcom Shares
"Relevant Shareholders" the Scheme Shareholders at the
Reduction Record Time and the
Additional Motivcom Shareholders
"Restricted Jurisdictions" any jurisdiction where local
laws or regulations may result
in a significant risk of civil,
regulatory or criminal exposure
if information concerning the
Offer is sent or made available
to Motivcom Shareholders in that
jurisdiction
"Rule 16 Resolution" the resolution approving the
Zibrant Sale to be proposed at
the General Meeting (or any adjournment
thereof) in accordance with Rule
16 of the Takeover Code
"Scheme" the scheme of arrangement proposed
to be made under Part 26 of the
Companies Act between Motivcom
and the Scheme Shareholders in
connection with the Offer, the
full terms of which will be set
out in the Scheme Document, with,
or subject to, any amendment,
modification or condition which
Motivcom and SMSUK agree, and
if required, the Court may approve
or impose
"Scheme Court the hearing at which the Scheme
Hearing" Court Order will be sought
"Scheme Court the order of the Court sanctioning
Order" the Scheme under section 899
of the Companies Act
"Scheme Document" the formal document to be sent
to Motivcom Shareholders containing,
amongst other things, the Scheme,
the terms and conditions of the
Offer and the notices convening
the Court Meeting and the General
Meeting
"Scheme Resolution" the resolution to be proposed
at the Court Meeting in relation
to the Offer
"Scheme Shareholders" holders of Scheme Shares
"Scheme Shares" Motivcom Shares:
(a) in issue as at the date of
the Scheme Document;
(b) (if any) issued after the
date of the Scheme Document and
on or prior to the Scheme Voting
Record Time in respect of the
Court Meeting; or
(c) (if any) issued after the
Scheme Voting Record Time in
respect of the Court Meeting
but on or prior to the Reduction
Record Time either on terms that
the original or any subsequent
holders thereof shall be bound
by the Scheme and/or in respect
of which the original or any
subsequent holders thereof are,
or shall have agreed in writing
to be, bound by the Scheme,
but excluding (A) in the case
of references to the "Scheme
Shares" or "Scheme Shareholders"
in the context of voting at the
Court Meeting any Excluded Shares
in issue at the Scheme Voting
Record Time and any Motivcom
Shares held by Nigel Cooper and
any person acting in concert
with him and any person acting
in concert with SMSUK for the
purposes of the Takeover Code
at the Scheme Voting Record Time
and (B) in the case of all other
references to "Scheme Shares"
and "Scheme Shareholders" any
Excluded Shares in issue at the
Reduction Record Time
"Scheme Voting 6.00 p.m. on the day which is
Record Time" two days before the date of the
Court Meeting and the General
Meeting, or if the Court Meeting
or, if the General Meeting is
adjourned, 6.00 p.m. on the day
which is two days before the
date of such adjourned meeting
"SMSUK" Sodexo Motivation Solutions U.K.
Limited
"SMSUK Directors" the directors of SMSUK
"Sodexo Group" Sodexo SA and its subsidiary
undertakings
"Special Resolution" the resolution approving the
Scheme to be proposed at the
General Meeting
"Takeover Code" the City Code on Takeovers and
Mergers
"Third Party" any central bank, government,
government department or governmental,
quasi-governmental, supranational,
statutory, regulatory administrative,
fiscal, or investigative body,
authority (including any national
anti-trust or merger control
authority), court, trade agency,
association, institution or professional
or environmental body, private
body, employee representative
body or any other person or body
whatsoever in any relevant jurisdiction
(including the London Stock Exchange,
Financial Conduct Authority,
Prudential Regulation Authority,
the Panel and Her Majesty's Revenue
and Customs) and, for the purposes
of the Conditions, a Third Party
shall be regarded as having "intervened"
if it has taken, instituted,
implemented or threatened any
action, proceeding, suit, investigation
or enquiry or reference, or made,
enacted or proposed any statute,
regulation, decision or order,
and "intervene" shall be construed
accordingly
"Takeover Offer" has the meaning given to it in
Part 28 of the Companies Act
"United Kingdom" the United Kingdom of Great Britain
and Northern Ireland
"Wider Motivcom Motivcom and its subsidiary undertakings
Group" and associated undertakings and
any other undertaking, partnership,
company or joint venture in which
Motivcom and/or such subsidiary
or associated undertakings (aggregating
their interests) have a substantial
interest, but excluding any member
of the Sodexo Group
"Wider Sodexo Sodexo SA and its subsidiary
Group" undertakings and associated undertakings
and any other undertaking or
partnership, company or joint
venture in which Sodexo SA and/or
such subsidiary or associated
undertakings (aggregating their
interests) have a substantial
interest, but excluding any member
of the Motivcom Group
"Zibrant" Zibrant Limited
"Zibrant Sale" the sale of Zibrant to Zebra
1234 Limited for a total cash
consideration of GBP2.924 million
For the purposes of this announcement, "subsidiary", "subsidiary
undertaking", "undertaking" and "associated undertaking" have the
respective meanings given thereto by the Companies Act.
All references to "pounds", "pounds sterling", "Sterling",
"GBP", "pence", "penny" and "p" are to the lawful currency of the
United Kingdom.
All references to "EUR" and "euro" are to the official currency
of the European Union's member states.
Unless otherwise stated, all times referred to in this
announcement are references to the time in London.
Any reference to any provision of any legislation shall include
any amendment, modification, re-enactment or extension thereof.
Reference to the singular shall include the plural and vice
versa.
- ENDS -
This information is provided by RNS
The company news service from the London Stock Exchange
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