TIDMQPP TIDMACS
RNS Number : 4148D
Quindell Portfolio PLC
15 May 2012
Mandatory Cash Offer with Share Alternative
for
Ai Claims Solutions Plc ("Ai Claims")
by
Quindell Portfolio plc ("Quindell")
Offer Update and Unconditional in all respects
As at 1.00pm on 15 May 2012, Quindell had received valid
acceptances under the Mandatory Cash Offer with Share Alternative
in respect of a total of 10,359,922 Ai Claims Shares, representing
approximately 16.86 per cent. of the existing issued share capital
of Ai Claims and 75.88 per cent. of the Ai Claims Shares to which
the Offer relates, of which elections have been made:
-- in respect of 8,893,118 Ai Claims Shares, under the Cash Option;
-- in respect of 1,460,099 Ai Claims Shares, under the Lock-In Option; and
-- in respect of 6,705 Ai Claims Shares, under the Orderly Market Option.
Prior to today's announcement, Quindell owned 47,292,558 Ai
Claims Shares, representing approximately 77.6 per cent. of the
existing issued share capital of Ai Claims. The Offer was
unconditional in all respects upon being made on 24 April 2012.
Accordingly, Quindell now owns or has received valid acceptances
in respect of a total of 57,652,480 Ai Claims Shares, representing,
in aggregate, approximately 94.6 per cent. of the issued share
capital of Ai Claims. In accordance with Rule 31.4 of the City
Code, Quindell announces that the Offer will remain open for
acceptance for a further 14 days, until 1:00 pm on 29 May 2012 and
will not be extended beyond such time and date.
Settlement of consideration
Settlement of the consideration to which Ai Claims Shareholders
are entitled pursuant to acceptances of the Offer shall be
dispatched (or, in the case of Ai Claims Shareholders holding their
Ai Claims Shares held in uncertificated form, shall be credited
through CREST) in accordance with the Offer Document, as
follows:
(i) acceptances under the Cash Option
In the case of Ai Claims Shareholders who have validly accepted
the Offer under the Cash Option by 1.00 p.m. on 15 May 2012, on or
before 29 May 2012; and in the case of Ai Claims Shareholders who
validly accept the Offer under the Cash Option after 1.00 p.m. on
15 May 2012 and by 1:00 pm on 29 May 2012, within 14 days of the
receipt of such acceptances.
(ii) acceptances under the Lock-In Option and the Orderly Market Option
Application has been made for a total of 4,692,426 New Quindell
Shares due in respect of acceptances under the Lock-In Option and
the Orderly Market Option to be admitted to trading on AIM.
Admission of these New Quindell Shares is expected to occur on 17
May 2012. Following such Admission Quindell will have a total of
2,633,731,351 Quindell Shares in issue. Application for Admission
of New Quindell Shares due in respect of acceptances under the
Lock-In Option and the Orderly Market Option after 1.00 p.m. on 15
May 2012 and by 1:00 pm on 29 May 2012 will be made within 14 days
of the receipt of such acceptances.
Cancellation of trading on AIM
At the request of Quindell, Ai Claims has notified the London
Stock Exchange of its intention to seek a cancellation of admission
to trading on AIM of Ai Claims Shares (the "Cancellation"). As a
consequence, Ai Claims will shortly be sending a circular to Ai
Shareholders convening a general meeting (the "General Meeting")
where it will seek approval from Ai Shareholders for the
Cancellation. Quindell has already indicated that it will vote in
favour of the Cancellation and, given its shareholding in Ai
Claims, it is expected that the Cancellation will be approved at
the General Meeting. Ai Claims Shareholders who have not yet
validly accepted the Offer are, therefore, urged to do so as soon
as possible.
Following the Cancellation becoming effective, Quindell intends
to re-register Ai Claims as a private company under the relevant
provisions of the Companies Act 2006. The Cancellation and
re-registration of Ai Claims as a private company would
significantly reduce the liquidity and marketability of any Ai
Claims Shares which have not been acquired by Quindell. Following
the Cancellation becoming effective, there will be no future market
for Ai Claims Shareholders to realise their investment in Ai
Claims. Ai Claims Shareholders will still be able to buy and sell
Ai Claims Shares on AIM prior to the Cancellation becoming
effective.
Terms defined in the Offer Document dated 24 April 2012 have the
same meaning in this announcement.
For further information:
Quindell Portfolio Plc
Rob Terry, Chairman & Chief Executive Tel: 01329 830
501
Laurence Moorse, Group Finance Director terryr@quindell.com
Tel: 01329 830
543
moorsel@quindell.com
Cenkos Securities plc
(Nominated adviser and broker) Tel: 020 7397
Stephen Keys /Adrian Hargrave(Corporate Finance) 8900
Alex Aylen / Andy Roberts (Sales)
Media Enquiries
RedleafPolhill Limited
Rebecca Sanders-Hewett Tel: 020 7566
Jenny Bahr 6720
quindell@redleafpolhill.com
Quindell Portfolio Plc
Gillian Baker, Investor Relations
Tel: 01329836724
bakerg@quindell.com
Tracey Terry, Chief Communications Officer
Tel: 01329 830
501
terrylt@quindell.com
Ai Claims Solutions Plc
David Sandhu, Chief Executive Tel: 0844 571 3108
Peter Harrison, Chief Financial Officer Tel: 0844 571
3200
Shore Capital & Corporate Limited
Stephane Auton / Patrick Castle Tel: 020 7408 4090
Cenkos Securities plc, which is authorised and regulated in the
United Kingdom by the FSA, is acting exclusively for Quindell and
no one else in connection with the contents of this announcement,
and accordingly, Cenkos will not be responsible to anyone other
than Quindell for providing the protections offered to clients of
Cenkos nor for providing advice in relation to any matter referred
to herein.
Shore Capital & Corporate Limited, which is authorised and
regulated in the United Kingdom by the FSA, is acting exclusively
for Ai Claims and no one else in connection with the contents of
this announcement, and accordingly, Shore Capital will not be
responsible to anyone other than Ai Claims for providing the
protections offered to clients of Shore Capital nor for providing
advice in relation to any matter referred to herein.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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