Reduction of Capital
October 11 2007 - 9:08AM
UK Regulatory
RNS Number:5648F
Revenue Assurance Services PLC
11 October 2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO
SO WOULD BE UNLAWFUL
Recommended acquisition of Revenue Assurance Services plcRAS
by Spice PLC
Reduction of Capital
Revenue Assurance Services plc ("Revenue Assurance" or the "Company") announces
that the Capital Reduction comprised within the proposed scheme of arrangement
under section 425 of the Act (the "Scheme") to effect the acquisition of the
Company by Spice PLC ("Spice") has today been confirmed by the Court. The Scheme
is expected to become Effective on 12 October 2007 upon the registration by the
Registrar of Companies of an office copy of the Court Order confirming the
Capital Reduction.
The figures for the Mix and Match Facility have been finalised and 7,088,365
Revenue Assurance Shares have elected for additional cash and 8,896,223 have
elected for additional New Spice Shares.
The admission of the Ordinary Shares of Revenue Assurance to trading on AIM will
be cancelled at Revenue Assurance's request, with effect from 7:30 a.m. on 12
October 2007 and it is anticipated that trading in the 6,541,429 New Spice
Shares, issued pursuant to the Acquisition, will commence at 8:00 a.m. on 12
October 2007.
Application has been made to the London Stock Exchange for the admission of the
6,541,429 New Spice Shares, ranking pari passu with the existing ordinary shares
of 10 pence each in Spice, to trading on AIM.
Enquiries:
Revenue Assurance Services plc Spice PLC
Tel: +44 (0)1483 735 700 Tel: +44 (0) 113 201 2120
Simon Beart Simon Rigby
William Good Oliver Lightowlers
Carl Chambers
Cenkos Securities plc Landsbanki Securities (UK) Limited
(Financial adviser, nominated adviser and (Financial adviser to Spice)
broker to Revenue Assurance)
Tel: +44 (0) 20 7397 8900 Tel: +44 (0) 20 7426 9000
Nicholas Wells Simon Hardy
Simon Southwood Simon Bridges
Dan Webster
The Revenue Assurance Directors accept responsibility for the information
contained in this announcement. To the best of the knowledge and belief of the
Revenue Assurance Directors (who have taken all reasonable care to ensure that
such is the case), the information contained in this announcement is in
accordance with the facts and does not omit anything likely to affect the import
of such information.
Cenkos, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Revenue Assurance and no one else
in connection with the Acquisition and the Scheme and will not be responsible to
anyone other than Revenue Assurance for providing the protections afforded to
the clients of Cenkos nor for providing advice in relation to the Acquisition
and the Scheme or any other matter or arrangement referred to in this
announcement.
Landsbanki Securities (UK) Limited, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting exclusively for
Spice and no one else in connection with the Acquisition and the Scheme and will
not be responsible to anyone other than Spice for providing the protections
afforded to the clients of Landsbanki Securities (UK) Limited nor for providing
advice in relation to the Acquisition and the Scheme or any other matter or
arrangement referred to in this announcement.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any persons
who are subject to the laws of any jurisdiction other than the United Kingdom
should inform themselves about, and observe, any applicable requirements. This
announcement has been prepared for the purposes of complying with English law
and the City 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 and regulations of any jurisdiction outside of England.
This announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities or a solicitation of any vote or
approval in any jurisdiction whether relating to the Acquisition or otherwise.
This announcement does not constitute a prospectus or a prospectus equivalent
document. The Acquisition will be made solely through the Scheme Circular which
contains the full details, terms and conditions of the Acquisition.
In particular, this announcement is not an offer of securities for sale in the
United States and the New Spice Shares, which will be issued in connection with
the Acquisition, have not been, and will not be, registered under the Securities
Act or under the securities law of any state, district or other jurisdiction of
the United States, Australia, Canada or Japan and no regulatory clearance in
respect of the New Spice Shares has been, or will be, applied for in any
jurisdiction other than the UK. Accordingly, the New Spice Shares are not being
and may not be (unless an exemption under relevant securities laws is
applicable) offered, sold, resold or delivered, directly or indirectly, in or
into the United States, Australia, Canada or Japan or any other jurisdiction if
to do so would constitute a violation of the relevant laws of, or require
registration thereof in, such jurisdiction or to, or for the account or benefit
of, any United States, Australian, Canadian or Japanese person.
Words and expressions defined in the scheme circular dated 17 August 2007 (the
"Scheme Circular") shall, unless the context provides otherwise, have the same
meanings in this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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