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RNS Number : 7308T
ServicePower Technologies PLC
10 January 2017
For immediate release
Not for release, publication or distribution, in whole or in
part, DIRECTLY OR INDIRECTLY in, into or from any RESTRICTED
jurisdiction (INCLUDING THE UNITED STATES OF AMERICA) where to do
so would constitute a violation of the relevant laws or regulations
of such jurisdiction. THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION.
10 January 2017
RECOMMED CASH OFFER
FOR
SERVICEPOWER TECHNOLOGIES PLC
BY
DIVERSIS CAPITAL UK LIMITED
(a subsidiary of DIVERSIS CAPITAL, LLC.)
Offer declared unconditional in all respects
1. Introduction
On 8 December 2016, the ServicePower Directors and the Diversis
Directors announced that they had reached agreement on the terms of
a recommended cash offer (the "Recommended Offer") pursuant to
which Diversis would acquire the entire issued and to be issued
share capital of ServicePower under the provisions of Part 28 of
the Companies Act at 6 pence per ServicePower Share. On 19 December
2016, Diversis posted an offer document to ServicePower
Shareholders setting out the full terms and conditions of the Offer
(the "Offer Document"), together (where appropriate) with a Form of
Acceptance.
2. Level of acceptances
Diversis announces that as at 1.00 p.m. (London time) on 9
January 2017, being the First Closing Date, valid acceptances of
the Recommended Offer had been received in respect of 196,651,166
ServicePower Shares, representing approximately 86.4 per cent. of
the issued share capital of ServicePower.
Of the valid acceptances received by the First Closing Date,
acceptances in respect of 94,388,917 ServicePower Shares comprised
acceptances by persons from whom Diversis had procured an
irrevocable commitment to accept (or procure the acceptance of) the
Recommended Offer, representing approximately 41.5 per cent. of the
existing issued share capital of ServicePower.
Diversis has an acceptance from BFLAP outstanding in respect of
an irrevocable commitment to accept (or procure the acceptance of)
the Recommended Offer in respect of 9,551,007 ServicePower Shares,
representing approximately 4.2 per cent. of the issued share
capital of ServicePower. This acceptance is anticipated to be
received shortly.
3. Recommended Offer Unconditional
Diversis is therefore pleased to declare the Recommended Offer
unconditional in all respects.
The Recommended Offer is being extended and will remain open for
acceptance until further notice. Diversis will give at least 14
days' notice prior to the closing of the Recommended Offer. All
other terms and conditions as outlined in the Offer Document still
apply.
4. Action to be taken
ServicePower Shareholders who have not yet accepted the
Recommended Offer are urged to do so as soon as possible. To do
so:
- ServicePower Shareholders who hold their ServicePower Shares
in certificated form (that is, not in CREST), should complete and
return the Form of Acceptance which was enclosed with the Offer
Document in accordance with the instructions set out in paragraph
16.1 of the letter from Diversis to ServicePower Shareholders in
Part II of the Offer Document and the instructions printed on the
Form of Acceptance. You should complete a separate Form of
Acceptance for ServicePower Shares held in certificated form but
under different designations.
- ServicePower Shareholders who hold their ServicePower Shares
in uncertificated form (that is, in CREST) should follow the
procedure for Electronic Acceptance through CREST in accordance
with the instructions set out in paragraph 16.2 of the letter from
Diversis to ServicePower Shareholders in Part II of the Offer
Document so that a TTE Instruction settles as soon as possible. If
ServicePower Shareholders hold their ServicePower Shares as a CREST
sponsored member, they should refer to their CREST sponsor as only
their CREST sponsor will be able to send the necessary TTE
instruction to Euroclear.
If you hold ServicePower Shares in both certificated and
uncertificated forms and wish to accept the Recommended Offer in
respect of any or all of such shares, you should complete the Form
of Acceptance which was enclosed with the Offer Document in respect
of your ServicePower Shares held in certificated form only and
follow the procedure for Electronic Acceptance through CREST in
respect of your ServicePower Shares held in uncertificated
form.
With respect to ServicePower Shareholders who hold their shares
in certificated form, the Form of Acceptance enclosed with the
Offer Document should be used to accept the Recommended Offer. If,
for whatever reason, you did not receive or have mislaid your Form
of Acceptance you may request a new Form of Acceptance by
telephoning the Receiving Agent, Capita Asset Services, between
9.00 a.m. and 5.30 p.m. (London time) Monday to Friday on +44
(0)371 664 0321. Calls are charged at the standard geographic rate
and will vary by provider. Calls to the helpline from outside the
United Kingdom will be charged at applicable international rates.
Calls may be recorded and randomly monitored for security and
training purposes. The helpline cannot provide advice on the merits
of the Recommended Offer nor give any financial, legal or tax
advice.
5. Cancellation of admission to trading on AIM, compulsory acquisition and re-registration
Since the Recommended Offer is now wholly unconditional and
Diversis has received acceptances in respect of ServicePower Shares
carrying more than 75 per cent. of the voting rights attaching to
the issued share capital of ServicePower, in accordance with AIM
Rule 41 ServicePower gave notice to the London Stock Exchange for
the cancellation of admission to trading of ServicePower Shares on
AIM and it is expected that cancellation of admission to trading on
AIM will take effect on 7 February 2017.
The cancellation of admission to trading of ServicePower Shares
on AIM would significantly reduce the liquidity and marketability
of any ServicePower Shares for which the Recommended Offer is not
accepted. Once cancellation has taken effect, ServicePower
Shareholders will no longer be able to effect transactions in
ServicePower Shares on AIM.
If Diversis receives acceptances under the Recommended Offer in
respect of, and/or otherwise acquires, 90 per cent. or more of the
ServicePower Shares: (i) by nominal value; and (ii) by voting
rights attaching to such shares, in each case to which the
Recommended Offer relates, Diversis intends to exercise its rights
pursuant to the provisions of Chapter 3 of Part 28 of the Companies
Act to acquire compulsorily the remaining ServicePower Shares in
respect of which the Recommended Offer has not been accepted on the
same terms as the Recommended Offer.
It is also proposed that, following admission to trading on AIM
of ServicePower Shares having been cancelled, ServicePower will be
re-registered as a private company under the relevant provisions of
the Companies Act.
6. Disclosure of Interests
Save as disclosed in this announcement, neither Diversis nor the
directors of Diversis nor any person acting, or deemed to be
acting, in concert with Diversis for the purposes of the
Recommended Offer has any interest in relevant securities of
ServicePower or a right to subscribe for or any short positions
(whether conditional or absolute and whether in the money or
otherwise), including any short positions under a derivative, any
agreement to sell or delivery obligation or right to require
another person to purchase or take delivery in respect of any
relevant securities of ServicePower or has during the Offer Period
borrowed or lent any relevant securities of ServicePower.
7. Settlement of consideration
Settlement of the consideration to which any ServicePower
Shareholder is entitled under the Recommended Offer is expected to
be dispatched (or credited through CREST) to validly accepting
ServicePower Shareholders (i) in the case of acceptances received,
complete in all respects, on or before the date of this
announcement, within 14 days of this announcement; or (ii) in the
case of acceptances received, complete in all respects, after the
date of this announcement but while the Recommended Offer remains
open for acceptance, within 14 days of such receipt, and in either
case in the manner described in paragraphs 17.1 or 17.2, as
relevant, of the letter from Diversis set out in Part II of the
Offer Document.
8. General
Capitalised terms and expressions used in this announcement
shall, unless otherwise defined herein and save as the context
otherwise requires, have the same meanings as given to them in the
Offer Document.
The percentage holdings of ServicePower Shares referred to in
this announcement are based upon a figure of 227,560,827
ServicePower Shares in issue.
Enquiries:
Diversis Management Corporation Limited +1 310 396 4200
Ron Nayot
Stockdale Securities Limited
Financial Adviser to Diversis +44(0) 20 7601 6100
Tom Griffiths
Edward Thomas
ServicePower Technologies PLC +44(0) 161 476 7762
Marne Martin, CEO
finnCap Ltd
Financial Adviser, Nomad and Broker to ServicePower +44 (0) 20 7220 0500
Jonny Franklin-Adams
Emily Watts
Kate Bannatyne
Stockdale Securities Limited ("Stockdale"), which is authorised
and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively as financial adviser to Diversis
and no-one else in connection with the Offer and other matters
described in this Announcement, and will not be responsible to
anyone other than Diversis for providing the protections afforded
to clients of Stockdale or for providing advice in relation to the
Offer, the contents of this Announcement or any other matter
referred to herein. Stockdale has given, and not withdrawn, its
consent to the inclusion in the Announcement of the references to
its name in the form and context in which it appears.
finnCap Limited ("finnCap"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser and broker to ServicePower and
no-one else in connection with the Offer and other matters
described in this Announcement, and will not be responsible to
anyone other than ServicePower for providing the protections
afforded to clients of finnCap or for providing advice in relation
to the Offer, the contents of this Announcement or any other matter
referred to herein. finnCap has given, and not withdrawn, its
consent to the inclusion in the Announcement of the references to
its name and the advice it has given to ServicePower in the form
and context in which they appear.
In accordance with Rule 30.3 of the Code, you may request a hard
copy of this announcement by contacting the Receiving Agent, Capita
Asset Services, during business hours on 0371 664 0321 from within
the UK or +4420 8639 3399 if calling from outside the UK or by
submitting a request in writing to Capita Asset Services at The
Registry, 34 Beckenham Road, Kent, BR3 4TU. It is important that
you note that unless you make a request, a hard copy of this
announcement and any such information incorporated by reference in
it will not be sent to you. You may also request that all future
documents, announcements and information to be sent to you in
relation to the Recommended Offer should be sent in hard copy
form.
SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT CAREFULLY.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF AN OFFER
TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY
SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY
JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION
IN CONTRAVENTION OF APPLICABLE LAW. THE RECOMMENDED OFFER IS BEING
MADE SOLELY BY MEANS OF THE OFFER DOCUMENT (TO THE EXTENT NOT
REVISED BY THE OFFER DOCUMENT), WHICH CONTAIN THE FULL TERMS AND
CONDITIONS OF THE RECOMMENDED OFFER, AND IN THE CASE OF
SERVICEPOWER SHARES HELD IN CERTIFICATED FORM, THE FORM OF
ACCEPTANCE. ANY ACCEPTANCE IN RELATION TO THE RECOMMENDED OFFER
SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN
THESE DOCUMENTS.
The availability of the Offer Document and the release,
publication and distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by the laws of
those jurisdictions and therefore persons who are not resident in
the United Kingdom into whose possession this announcement comes
should inform themselves about and observe any such restrictions.
Failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Recommended Offer disclaim any
responsibility or liability for the violation of such restrictions
by any person. Copies of this announcement and any formal
documentation relating to the Recommended Offer are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction
and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward,
distribute or send them in, into or from any Restricted
Jurisdiction.
This announcement has been prepared for the purpose of complying
with English law, the Code and the AIM Rules and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside the United Kingdom.
A copy of this announcement will be available (subject to any
applicable restrictions relating to persons resident in Restricted
Jurisdictions), for inspection on Diversis's website at
www.diversiscapital.com for Diversis and on www.servicepower.com
for ServicePower by no later than 12 noon (London time) on the
Business Day following the date of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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