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RNS Number : 0867T
Motivcom PLC
01 October 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: 1 October 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)
Publication and posting of Scheme Document
On 12 September 2014, 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") announced
that they had 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 being effected by means of a Court sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").
Accordingly, Motivcom announces that it is today posting to
Motivcom Shareholders a circular relating to the Offer (the "Scheme
Document"), containing, amongst other things, the full terms and
conditions of the Scheme, notices convening the Court Meeting and
General Meeting, an explanatory statement, an expected timetable of
principal events and details of the actions to be taken by Motivcom
Shareholders.
Timetable
As further detailed in the Scheme Document, to become effective,
the Scheme will require, amongst other things, the approval of the
Scheme Shareholders at the Court Meeting and the passing of a
special resolution at the General Meeting. Notices convening the
Court Meeting and the General Meeting, respectively, for 11.00 a.m.
on 31 October 2014 and 11.30 a.m. on 31 October 2014 (or as soon
thereafter as the Court Meeting is concluded or adjourned) to be
held at the offices of Bird & Bird LLP, 15 Fetter Lane, London
EC4A 1JP, are contained in the Scheme Document. The relevant Forms
of Proxy for such meetings have also been sent together with the
Scheme Document.
The expected timetable of principal events is attached as an
Appendix to this announcement. If there is any change to any of
these key dates, an announcement will be made through a Regulatory
Information Service.
All references to time in this announcement are to UK time.
Capitalised terms in this announcement (unless otherwise defined)
have the same meanings as set out in the Scheme Document.
Publication of Scheme Document
The Scheme Document will today be made available on Motivcom's
website at www.motivcom.comand will be posted today to all Motivcom
Shareholders. Additional copies of the Scheme Document are
available by contacting Share Registrars Limited on +44
(0)1252821390 or by submitting a request in writing to Motivcom's
Registrars, Share Registrars Limited, Suite E, First Floor, 9 Lion
and Lamb Yard, Farnham, Surrey GU9 7LL.
Information for Shareholders
Details of the Meetings to be held and the action to be taken in
respect of the Scheme are set out in the section entitled "Action
to be taken by Motivcom Shareholders", starting on page 18 of the
Scheme Document. Motivcom Shareholders will find accompanying the
Scheme Document a BLUE Form of Proxy for use at the Court Meeting
and a WHITE Form of Proxy for use at the General Meeting.
Whether or not they intend to be present at either Meeting,
Motivcom Shareholders are urged to complete, sign and return both
the BLUE Form of Proxy for the Court Meeting and the WHITE Form of
Proxy for the General Meeting in accordance with the instructions
printed on the respective forms.
It is important that as many votes as possible are cast, either
in person or by proxy, so that the court can be satisfied that
there is a fair and reasonable representation of Relevant
Shareholder opinion. Motivcom Shareholders are therefore strongly
urged to exercise their rights by completing the forms of proxy
applicable to them or by attending the meetings and voting in
person.
If the BLUE Form of Proxy for the Court Meeting is not lodged by
11.00 a.m. on 29 October 2014, it may be handed to the Registrar,
Share Registrars Limited, on behalf of the Chairman of the Court
Meeting, before the start of the Court Meeting.
However, the WHITE Form of Proxy for the General Meeting must be
received by the Registrar by 11.30 a.m. on 29 October 2014 in order
for it to be valid or, if the General Meeting is adjourned, not
later than 48 hours before the time fixed for the holding of the
adjourned meeting.
If either the Court Meeting or the General Meeting is adjourned,
the Voting Record Time for the adjourned meeting will be 6.00 p.m.
on the day which is two Business Days before the date fixed for the
adjourned meeting.
The General Meeting will commence at 11.30 a.m. on 31 October
2014 or, if later, as soon thereafter as the Court Meeting has been
concluded or adjourned.
Cancellation of Admission to trading on AIM of Motivcom
Shares
It is expected that the last day of dealings in, and for
registration of transfers of, Motivcom Shares will be the day
before the Reduction Court Hearing and, at 7.30 a.m. on the day of
the Reduction Court Hearing, the trading of Motivcom Shares on AIM
will be suspended.
Prior to the Scheme becoming effective, application will be made
to the London Stock Exchange for the admission to trading on AIM of
the Motivcom Shares to be cancelled at 7.00 a.m. on 21 November
2014.
If the Scheme becomes effective, SMSUK (and/or its nominee(s))
will acquire New Motivcom Shares fully paid and free from all
liens, charges, options, equitable interests, encumbrances, rights
of pre-emption, rights of set-off and any other third party rights
or interests of any nature whatsoever and together with all rights
now or hereafter attaching or accruing to them, including (without
limitation) 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 Effective Date.
Enquiries
+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
Jamie Barklem
Vasu Majumdar
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
+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
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).
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.
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.
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.
Appendix
Expected Timetable of Principal Events
Event Time and/or date
Latest time for lodging Forms
of Proxy for the:
Court Meeting (blue form) 11.15 a.m. on 29
October 2014
General Meeting (white form) 11.30 a.m. on 29
October 2014
Voting Record Time 6.00 p.m. on 29
October 2014
Court Meeting 11.15 a.m. on 31
October 2014
General Meeting 11.30 a.m. on 31
October 2014
Scheme Court Hearing (to sanction 18 November 2014
the Scheme) (1)
Last day of dealings in, and 19 November 2014
for registration of transfers
and disablement in CREST of,
Motivcom Shares
Scheme Record Time 6.00 p.m. on 19
November 2014 (1)
Dealings in Motivcom Shares 7.30 a.m. on 20
on AIM suspended November 2014 (1)
Reduction Court Hearing (to 20 November 2014
confirm Capital Reduction) (1)
Effective Date of the Scheme 20 November 2014
and re-registration as a (1)
private company
Cancellation of admission to 7.00 a.m. on 21
trading on AIM of, and November 2014 (1)
cessation of dealings in, Motivcom
Shares
Dispatch of cheques and crediting by 5 December 2014
of CREST accounts (1)
for cash by consideration due
under the Scheme
Long Stop Date (2) 12 March 2015
Notes:
(1) These times and dates are indicative only and will depend,
among other things, on the date upon which (i) the Court sanctions
the Scheme: (ii) the Court confirms the associated Capital
Reduction; and (iii) the Court Orders and the Statement of Capital
are delivered to the Registrar of Companies and, if the Court so
orders, when the Reduction Court Order and the Statement of Capital
are registered by him.
(2) The Long Stop Date is the latest date by which the Scheme
may become Effective unless Motivcom and SMSUK agree, with the
consent of the Panel and if the Court permits, a later date.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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