TIDMSERV
RNS Number : 7776B
Servelec Group plc
12 January 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
For immediate release
12 January 2018
RECOMMED CASH OFFER
for
Servelec Group PLC ("Servelec")
by
Scarlet Bidco Limited ("Scarlet Bidco")
to be implemented pursuant to a scheme of arrangement
Court sanction of Scheme of Arrangement
Servelec announces that the High Court of Justice in England and
Wales has today sanctioned the scheme of arrangement under Part 26
of the Companies Act 2006 (the "Scheme") by which the entire issued
and to be issued share capital of Servelec will be acquired by
Scarlet Bidco.
It is anticipated that the Effective Date of the Scheme will be
15 January 2018, being the date on which the Court Order will be
delivered to the Registrar of Companies.
The Scheme Record Time will be 6.00 p.m. (London time) on 12
January 2018. No transfers of Servelec Shares will be registered
after this time.
Applications have been made to the London Stock Exchange and the
UK Listing Authority in relation to: (a) the suspension of the
listing of Servelec Shares on the Official List and the suspension
of trading of Servelec Shares on the Main Market of the London
Stock Exchange, each of which are now expected to take place at
7.30 a.m. on 15 January 2018; and (b) the de-listing of Servelec
Shares from the Official List and the cancellation of the admission
to trading of Servelec Shares on the Main Market of the London
Stock Exchange, each of which is expected to take effect by 8.00
a.m. on 16 January 2018.
There has therefore been a change to the expected timetable of
principal events set out in the Scheme Document. The expected
timetable is now as set out below:
Event Time and/or date
Last day of dealings in Servelec Shares 12 January 2018
Scheme Record Time 6.00 p.m. on 12 January 2018
Suspension of listing of and dealings in Servelec Shares 7.30
a.m. on 15 January 2018
Effective Date of the Scheme 15 January 2018
Cancellation of listing of Servelec Shares by 8.00 a.m. on 16
January 2018
Capitalised terms used in this announcement (the "Announcement")
shall, unless otherwise defined, have the same meanings as set out
in the scheme document which was sent by Servelec to Scheme
Shareholders on 1 December 2017 (the "Scheme Document").
Enquiries:
Servelec Group plc via Tulchan
Richard Last, Chairman and
Non-Executive Director
Alan Stubbs, Chief Executive
Officer
Mike Cane, Chief Financial
Officer
Pamela Weeks, Head of Corporate
Communications
Investec Bank plc (Rule 3 financial
adviser and corporate broker
to Servelec) +44 (0)207 597 5970
Corporate Finance:
Andrew Pinder / Sebastian Lawrence
Corporate Broking:
Patrick Robb / Rob Baker
Tulchan Group (PR adviser to
Servelec) +44 (0)207 353 4200
James Macey White / Matt Low
Important Notices
Investec Bank plc is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the UK. Investec Bank plc is
acting exclusively as financial adviser to Servelec and no one else
in connection with the Offer and will not be responsible to anyone
other than Servelec for providing the protections afforded to
clients of Investec Bank plc nor for providing advice in connection
with the Offer or any matter referred to herein.
This Announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase or
subscribe for any securities or the solicitation of an offer to buy
any securities or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Offer or otherwise.
This Announcement has been prepared for the purpose of complying
with English law 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 jurisdictions outside of England.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
The release, publication or distribution of this Announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements.
The Offer shall be subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange, the Financial
Conduct Authority and the UKLA.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the offer period and, if later, following the
announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in and rights to
subscribe for, any relevant securities of each of: (i) the offeree
company; and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
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 Panel's website at http://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.
Electronic communications
Please be aware that addresses, electronic addresses and certain
information provided by Servelec Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Servelec may be provided to Scarlet Bidco
during the Offer Period if requested under Section 4 of Appendix 4
of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.
Publication on website and availability of hard copies
A copy of this Announcement will be made available subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions on Servelec's website at
www.servelec-group.com/investor-relations. For the avoidance of
doubt, the contents of those websites are not incorporated into and
do not form part of this Announcement.
Servelec Shareholders may request a hard copy of this
Announcement by contacting Link Asset Services at 34 Beckenham
Road, Beckenham, Kent, BR3 4TU or on 0371 664 0300 or if calling
from outside the UK on +44 (0) 371 664 0300. Calls are charged at
the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable
international rate. Link Asset Services is open between 9.00 a.m.
to 5.30 p.m., Monday to Friday excluding public holidays in England
and Wales. You may also request that all future documents,
announcements and information to be sent to you in relation to the
Offer should be in hard copy form.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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