TIDMPNA TIDMSAVG
RNS Number : 7572S
Penna Consulting PLC
12 November 2013
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
12 November 2013
RECOMMENDED CASH OFFER
for
Savile Group plc ("Savile")
by
Penna Consulting plc ("Penna")
Summary
-- The boards of Penna and Savile are pleased to announce that
they have reached agreement on the terms of a recommended cash
offer for Savile, pursuant to which Penna will acquire the entire
issued and to be issued ordinary share capital of Savile (the
"Offer").
-- Under the terms of the Offer, Savile Shareholders will be
entitled to receive 7 pence in cash for every Savile Share.
-- The Offer values the entire issued and to be issued share
capital of Savile (fully diluted for the exercise of all options
and/or awards considered to be 'in the money' at the Offer Price
under the Savile Share Option Scheme) at approximately GBP1.1
million.
-- The Offer Price represents a premium of approximately 115 per
cent. to the Closing Price of 3.25 pence at the close of business
on 11 November 2013, being the latest practicable date prior to
this Announcement.
-- Penna has obtained irrevocable undertakings to accept, or
procure the acceptance of, the Offer in respect of 4,083,445 Savile
Shares representing, in aggregate, approximately 27.3 per cent. of
the issued share capital of Savile. These irrevocable undertakings
will remain binding in the event of a competing offer being made
for Savile.
-- The cash consideration payable under the Offer is being
financed from Penna's existing financial resources.
-- The Savile Directors, who have been so advised by Cairn
Financial Advisers, consider the terms of the Offer to be fair and
reasonable. In providing its advice, Cairn Financial Advisers has
taken into account the commercial assessments of the Savile
Directors. Accordingly, the Savile Directors intend to recommend
unanimously that Savile Shareholders accept the Offer.
-- Penna is an international provider of human capital
management consultancy services. It is organised into two service
groups, HR Consulting and Recruitment Solutions. Savile is an
AIM-quoted UK human resources consulting group with a focus on
outplacement, talent management and the provision of board and
senior leadership development services.
-- The Offer Document setting out further details of the Offer
and the procedures to be followed in connection with the acceptance
of the Offer will be made available to Savile Shareholders
today.
Commenting on the Offer, Stephen Rowlinson, Chairman of Penna,
said:
"Penna and Savile have complementary businesses. Both companies
are committed to providing their clients with the highest possible
standards of service and providing their employees with the
opportunity to pursue satisfying, stimulating and rewarding
careers. The Enlarged Group will provide clients with a broad range
of Human Resource services and could benefit from opportunities to
reduce costs by elimination of duplicated administrative functions.
The Board of Penna believes the merger will be earnings enhancing
in the first full financial year following the Offer becoming, or
being declared, unconditional in all respects(*) ."
Commenting on the Offer, David Harrel, Chairman of Savile,
said:
"We are pleased to be teaming up with Penna who we believe will
provide our businesses with the scale and resources needed to
compete more effectively in their respective markets."
*This statement should not be construed as a profit forecast or
be interpreted to mean that the future earnings per share, profits,
margins or cash flows of Penna will necessarily be greater or less
than the historical published earnings per share, profits, margins
or cash flows of Penna.
Enquiries:
Penna Consulting Plc +44 (0) 207 332 7754
Stephen Rowlinson (Chairman)
Gary Browning (Chief Executive)
David Firth (Finance Director)
Charles Stanley Securities (Financial
Adviser, Nominated Adviser and Corporate
Broker to Penna) +44 (0)20 7149 6000
Marc Milmo
Karri Vuori
Savile Group plc +44 (0) 20 7204 6990
David Harrel (Chairman)
Mark Sidlin (Finance Director)
Cairn Financial Advisers (Nominated Adviser
and Rule 3 Adviser to Savile) +44 (0) 20 7148 7900
Tony Rawlinson
Paul Trendell
This summary should be read in conjunction with the full text of
this Announcement. Appendix I to this Announcement contains the
conditions to, and certain further terms of, the Offer. Appendix II
to this Announcement contains further details of the sources of
information and bases of calculations set out in this Announcement.
Appendix III contains a summary of the irrevocable undertakings to
accept, or procure the acceptance of, the Offer given by certain
Savile Shareholders. Appendix IV contains definitions of certain
terms and expressions used in this summary and in this
Announcement.
Charles Stanley Securities, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Penna and no one else in connection with the Offer
and this Announcement and will not be responsible to anyone other
than Penna for providing the protections afforded to clients of
Charles Stanley Securities nor for providing advice in connection
with the Offer or any matter referred to herein.
Cairn Financial Advisers, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Savile and no one else in connection with the Offer
and this Announcement and will not be responsible to anyone other
than Savile for providing the protections afforded to clients of
Cairn Financial Advisers nor for providing advice in connection
with the Offer or any matter referred to herein.
This Announcement is for information purposes only and is not
intended to 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 purchase or subscribe for any
securities, or the solicitation of any acceptance, vote or approval
in any jurisdiction, pursuant to the Offer or otherwise. The Offer
will be made solely by means of the Offer Document, which, together
with the Form of Acceptance, will contain the full terms and
conditions of the Offer, including details of how to accept the
Offer. Savile and Penna urge Savile Shareholders to read the Offer
Document which will be made available to Savile Shareholders (with
the exception of certain Savile Shareholders in Restricted
Jurisdictions) today as it will contain important information
relating to the Offer.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
This Announcement has been prepared for the purpose 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 of
jurisdictions outside the United Kingdom.
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 the laws of
other jurisdictions should inform themselves of, and observe, any
applicable requirements.
In particular, the ability of persons who are not resident in
the United Kingdom to accept the Offer may be affected by the laws
of the relevant jurisdictions in which they are located.
Copies of this Announcement and any formal documentation
relating to the 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 or into
or from any Restricted Jurisdiction. The Offer may not be made,
directly or indirectly, in or into, or by the use of mails or any
means or instrumentality (including, but not limited to, facsimile,
e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of, a
national, state or other securities exchange of any Restricted
Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
Further details in relation to overseas Savile Shareholders will
be contained in the Offer Document.
Notice to US investors
The Offer will be made for securities in a UK company and Savile
Shareholders in the United States should be aware that this
Announcement, the Offer Document and any other documents relating
to the Offer have been, or will be, prepared in accordance with the
Code and UK disclosure requirements, format and style, all of which
differ from those in the United States. Savile's financial
statements, and all financial information that is included in this
Announcement or that may be included in the Offer Document or any
other documents relating to the Offer, have been, or will be,
prepared in accordance with International Financial Reporting
Standards adopted by the European Union and therefore may not be
comparable to financial statements of US companies or companies
whose financial statements are prepared in accordance with US
GAAP.
The Offer, if required to be made, will be made in the United
States pursuant to applicable exemptions under the US tender offer
rules and securities laws and otherwise in accordance with the
requirements of the Code, the Panel and the London Stock Exchange.
Accordingly, the Offer will be subject to disclosure and other
procedural requirements, including with respect to withdrawal
rights, offer timetable, settlement procedures and timing of
payments that are different from those applicable under US domestic
tender offer procedures and law. In the United States, the Offer
will be made solely by Penna and not by its financial adviser.
Both Savile and Penna are companies incorporated under the laws
of England and Wales. All of the assets of Savile and Penna are
located outside the United States. As a result, it may not be
possible for Savile Shareholders in the United States to effect
service of process within the United States upon Savile or Penna or
their respective officers or directors or to enforce against any of
them judgments of the United States predicated upon the civil
liability provisions of the federal securities laws of the United
States. It may not be possible to sue Savile or Penna or their
respective officers or directors in a non-US court for violations
of the US securities laws. There is also substantial doubt as to
enforceability in the United Kingdom in original actions, or in
actions for the enforcement of judgments of US courts, based on
civil liability provisions of US federal securities laws.
This Announcement does not constitute an offer of securities for
sale in the United States or an offer to acquire or exchange
securities in the United States. No offer to acquire securities or
to exchange securities for other securities has been made, directly
or indirectly, in or into, or by use of the mails, any means or
instrumentality of interstate or foreign commerce or any facilities
of a national securities exchange of, the United States or any
other country in which such offer may not be made other than (i) in
accordance with the tender offer requirements under the US
Securities Exchange Act, as amended, or the securities laws of such
other country, as the case may be, or (ii) pursuant to an available
exemption from such requirements.
Neither the US Securities and Exchange Commission nor any US
state securities commission has approved or disapproved of the
Offer, or passed comment upon the adequacy or completeness of this
Announcement. Any representation to the contrary is a criminal
offence.
Forward looking statements
This Announcement may contain statements about Penna and Savile
that are or may be forward looking statements. All statements other
than statements of historical facts included in this Announcement
may be forward looking statements. Without limitation, any
statements preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "aims", "intends",
"will", "may", "anticipates", "estimates", "projects" or words or
terms of similar substance or the negative thereof, are forward
looking statements. Forward looking statements include statements
relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of Penna's and/or Savile's operations and
potential synergies and cost savings resulting from the Offer; and
(iii) the effects of government regulation on Penna's or Savile's
business.
Such forward looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any forward
looking statements. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward looking
statements. Penna and Savile disclaim any obligation to update any
forward looking or other statements contained herein, except as
required by applicable law.
Not a profit forecast
No statement in this Announcement is intended as a profit
forecast or profit estimate and no statement in this Announcement
should be interpreted to mean that earnings or the future earnings
per share of Penna (as enlarged by the acquisition of Savile),
Penna and/or Savile for the current or future financial years would
necessarily match or exceed the historical or published earnings
per share of Penna or Savile.
Market purchases
In accordance with normal UK market practice, Penna and/or other
members of the Penna Group or their nominees or brokers (acting as
agents) may, from time to time, make certain purchases of, or
arrangements to purchase, Savile Shares outside of the United
States, other than pursuant to the Offer, during the Offer Period.
These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Any
information about such purchases will be disclosed as required in
the UK.
Disclosure requirements of the City Code
Under Rule 8.3(a) of the 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 pm (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (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 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 pm (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.
Information relating to Savile Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Savile Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Savile may be provided to Penna during the
Offer Period where requested under paragraph 4 of Appendix 4 of the
Code.
Publication on website
A copy of this Announcement will be made available, free of
charge subject to certain restrictions relating to persons resident
in Restricted Jurisdictions, at http://investors.savileplc.com and
www.penna.com by no later than 12 noon (London time) on the
Business Day following the date of this Announcement.
Neither the content of the websites referred to in this
Announcement nor the content of any websites accessible from
hyperlinks on Savile's and/or Penna's websites (or any other
websites) is incorporated into, or forms part of, this
Announcement.
You may request a hard copy of this Announcement, free of
charge, by contacting Share Registrars Limited on +44 (0) 1252 821
390. Unless so requested, a hard copy of this Announcement will not
be sent to you. Savile Shareholders may also request that all
future documents, announcements and information to be sent to them
in relation to the Offer should be in hard copy form.
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the Code, Savile confirms that
it has 14,944,120 Savile Shares in issue and admitted to trading on
AIM, a market of the London Stock Exchange, under ISIN
GB0008480732.
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
12 November 2013
RECOMMENDED CASH OFFER
for
Savile Group plc ("Savile")
by
Penna Consulting plc ("Penna")
1 Introduction
The boards of Penna and Savile are pleased to announce that they
have reached agreement on the terms of a recommended cash offer for
Savile, pursuant to which Penna will acquire the entire issued and
to be issued ordinary share capital of Savile (the "Offer").
2 The Offer
The Offer to acquire the entire issued and to be issued share
capital of Savile will be subject to the conditions and further
terms set out below and in Appendix I and to the full terms and
conditions which will be set out in the Offer Document and (in
respect of Savile Shares held in certificated form) the Form of
Acceptance. The Offer will be made on the following basis:
For each Savile Share 7 pence in cash
The Offer values the entire issued and to be issued share
capital of Savile (fully diluted for the exercise of all options
and/or awards considered to be 'in the money' at the Offer Price
under the Savile Share Option Scheme) at approximately GBP1.1
million.
The Offer Price represents a premium of approximately 115 per
cent. to the Closing Price of 3.25 pence at the close of business
on 11 November 2013, being the latest practicable date prior to the
date of this Announcement.
Pursuant to the Offer, the Savile Shares will be acquired with
full title guarantee fully paid and free from all liens, charges,
encumbrances, rights of pre-emption and any other third party
rights and interests of any nature and together with all rights
attaching to such Savile Shares, including, without limitation,
voting rights and the right to receive in full all dividends and
other distributions (if any) announced, declared, made or paid or
any return of capital made on or after the date of this
Announcement.
3 Background to, and reasons for, the Offer
Penna and Savile offer their clients a similar portfolio of
human resource services. The Penna Directors therefore believe that
a merger of the two businesses will bring operational and marketing
synergies and could permit significant cost reductions.
The principal activity of both companies is the provision of
career transition consultancy services. For the financial year
ended 31 March 2013, Penna's revenue from this part of its business
was GBP18.2 million which represented approximately 27 per cent. of
Penna's total revenue. In the financial year ended 30 June 2013,
Savile's career transition revenue amounted to GBP6.1 million which
represented approximately 76 per cent. of Savile's total revenue.
The much larger Penna administration unit will be able to absorb
the administrative and finance functions of the Savile operations
with only a small increase in total costs for Penna. After a
transition period, therefore, savings are expected in relation to
current administrative costs for the combined business due to
economies of scale.
Further economies of scale and an increase in effectiveness will
be sought in marketing and management as the two career transition
units will be merged into a single operation. Both companies
currently have a number of regional offices and, accordingly,
savings of rent, other space costs and personnel costs are expected
as local facilities are combined.
In addition to such cost savings, the Enlarged Group will
benefit from a pooling of the two management teams' considerable
experience and expertise in career transition. The Penna Directors
believe that the Enlarged Group will become one of the larger
providers of career transition services in the UK. The combined
resources of Penna and Savile will create a formidable operation in
the career transition space with international capabilities and
ambition.
Similar, but smaller scale, benefits should accrue from the
combination of the talent management teams of both companies. The
merger will create a talent management business with combined
revenues of approximately GBP7.5 million (based on the latest
audited full year accounts of both Penna and Savile) which, the
Penna Directors believe, will be a leading provider of talent
management services to both the private and the public sectors.
Talent management is the provision of consultancy and the planning
and implementation of action programmes to enable clients to
maximise their ability to attract, assess, develop, motivate and
retain the very brightest and best people. This is a key sector of
the human resource consulting market.
In addition to its career transition and talent management
operations, Savile has its IDDAS business which provides clients
with a range of board level consulting services. It is expected
that the IDDAS team will benefit from the operating efficiencies
and marketing expertise available by becoming part of Penna and
that IDDAS will work closely with the Enlarged Group's talent
management, recruitment and career solutions groups as well as
Penna's Senior Directors unit which has a similar client base and
some complementary services. In addition to the cost and marketing
benefits for the operating units outlined above, costs will also be
saved at Savile's corporate level. Savile currently bears a wide
range of personnel and other costs related to its status as an
independent quoted business. These costs are a considerable burden
for a relatively small quoted company. The merger with Penna will
afford Savile an opportunity to reduce significantly the bulk of
such expenditure.
The cost savings and the operating and marketing advantages that
are anticipated to result from the merger should allow Savile's
operating units to return to profitability. *
The operations of Savile can therefore be expected to make
positive contributions to the Enlarged Group. The Penna Directors
believe that the acquisition of Savile will enhance its earnings in
the first full financial year immediately following the Offer
becoming, or being declared, unconditional in all respects.*
*These statements should not be construed as a profit forecast
or be interpreted to mean that the future earnings per share,
profits, margins or cash flows of Penna will necessarily be greater
or less than the historical published earnings per share, profits,
margins or cash flows of Penna.
4 Background to, and reasons for, the Savile Directors' recommendation of the Offer
The Savile Board has been aware for some time that whilst the
Savile Group's businesses are well established in their respective
fields, Savile's career transition business, Fairplace, which
represented approximately 76 per cent. of total Savile Group sales
in the financial year ended 30 June 2013, has a significant impact
on the overall performance of the Savile Group. Fairplace is
heavily focused on the financial services market which is cyclical
and where demand for its services has also tended to be seasonal.
These factors have historically resulted in a volatile
performance.
In order to counter these issues, in May 2012, Savile acquired
Career Management Consultants Limited ("CMC") with the objective of
reinforcing Fairplace's position as one of the UK's major providers
of career transition services and enhancing regional presence as
well as adding diversity to the client base. Since acquiring CMC,
the Savile Board has integrated its operations with those of
Fairplace and merged and consolidated its overhead base within the
Savile Group so as to reduce the breakeven point. The trade of CMC
moved into Fairplace in the financial year ended 30 June 2013 and
the career transition percentage of approximately 76 per cent.
referred to above represents the merged business.
Despite the acquisition of CMC, the Savile Group's enlarged
career transition business has remained vulnerable to market
downturns. Whilst it was profitable in the six months ended 30 June
2013, it has since experienced an extremely disappointing trading
period which was significantly below the Savile Board's
expectations and its future performance is difficult to predict
with any degree of certainty with the cycle generally turning
against the business as the financial services sector recovers. The
trading statement published on 25 September 2013 was a reflection
of the fact that Savile finds it difficult to weather a period of
downturn in its key markets.
Savile's talent management business, Cedar, and its board
focused business, IDDAS, both made losses in the latest completed
financial year. Savile invested considerably in both Cedar and
IDDAS but Cedar's re-launch failed to achieve the traction that the
Savile Directors had hoped for in the financial year ended 30 June
2013 and therefore additional work is having to be done to improve
performance. IDDAS has been refocused on board practice,
particularly board evaluation and effectiveness, and Clare
Chalmers, its new chief executive hired this year with a wealth of
experience in this field, has remodelled the IDDAS business with a
more flexible cost base.
Following a detailed review of the Savile Group's market
position and prospects to generate long term shareholder value, the
Savile Directors formed the view that the Savile Group's main
business, Fairplace, is sub-scale and either needs to grow further
organically or merge with a similar business where economies of
scale can be achieved.
Furthermore, as a smaller AIM-quoted company, Savile is
sub-scale and its overheads are high relative to its sales. This
has, from time to time, put pressure on the Savile Group's limited
cash reserves and continues to do so as a result of the continued
subdued trading in the career transition business. If trading does
not improve over the coming months, further actions including
further cost savings and/or additional financing is/are likely to
be required, the outcome of which is uncertain.
All of these factors have resulted in a disappointing share
price performance for some time. As the Savile Directors,
collectively, own a significant proportion of Savile and have
invested considerable sums acquiring shares, they understand well
the disappointment felt by Savile Shareholders. The Savile Board
has considered plans to reshape the existing Savile Group into a
more viable form but believes that this would require significant
additional investment and the outcomes and timing would be
uncertain,
The Savile Board has therefore decided to adopt a course of
action which it believes is most likely to secure the long term
future of the Savile Group's businesses by initiating merger
discussions with Penna. The Savile Directors believe that Penna's
businesses complement those of Savile and will provide Fairplace
with the scale needed to operate successfully. The other Savile
businesses, Cedar and IDDAS, will, the Savile Directors believe,
also benefit from being part of a larger group.
Finally, given the current illiquidity of Savile Shares, the
Savile Board believes that the Offer is the only means by which
Savile Shareholders are likely to be able to realise in full their
investment in Savile at a premium to the current price of a Savile
Share in the short to medium term.
5 Recommendation
The Savile Directors, who have been so advised by Cairn
Financial Advisers, consider the terms of the Offer to be fair and
reasonable. In providing its advice, Cairn Financial Advisers has
taken into account the commercial assessments of the Savile
Directors.
Accordingly, the Savile Directors intend to recommend
unanimously that Savile Shareholders accept the Offer as they have
irrevocably undertaken to do in respect of a total of 4,083,445
Savile Shares, representing, in aggregate, approximately 27.3 per
cent. of Savile's issued share capital.
6 Irrevocable undertakings
Penna has received irrevocable undertakings to accept, or
procure the acceptance of, the Offer from the Savile Directors who
hold Savile Shares in respect of at total of 4,083,445 Savile
Shares, representing, in aggregate, approximately 27.3 per cent. of
Savile's issued ordinary share capital.
Further details of these irrevocable undertakings (including the
circumstances in which they cease to be binding on the persons who
gave them) are set out in Appendix III to this Announcement.
7 Information on Penna
Penna is an international provider of human capital management
consultancy services. Penna is organised into two service groups,
namely HR consulting and Recruitment Solutions.
HR Consulting includes Penna's leading outplacement consultancy
as well as services which are focused on selecting and developing
individual leaders and their teams, identifying and developing
talent and assisting clients to manage the people aspects of
change. These services include coaching, assessment, leadership
consulting, leadership development and career development.
Recruitment Solutions combines Penna's service capabilities in
recruitment advertising and communications, managed recruitment and
assessment, executive search and executive interim. This broad
range of recruitment activities enables Penna to offer clients in
both the public and private sectors innovative solutions to their
recruitment needs.
Penna has today also announced its unaudited interim results for
the six months ended 30 September 2013. Revenue in the period was
GBP31.9 million and operating profit was GBP1.1 million.
Revenue from HR Consulting for the six months to 30 September
2013 was GBP10.7 million, 16 per cent. lower than the corresponding
period in 2012. This reduction in revenue followed the closure of
the loss-making Swedish operation and lower career transition
revenues as this part of the business settles back to
post-recessionary levels of activity. However, the decrease in net
revenues from HR Consulting has been offset by significant
reductions in the cost base through tight control on headcount and
overheads. Therefore, operating profits in HR Consulting fell by
only GBP0.2 million from GBP1.1 million to GBP0.9 million. There
were some important new client wins in the period, the benefit of
which will be seen towards the end of the current financial year
and into 2014/15.
Revenue from Penna's Recruitment Solutions division held up well
in the period at GBP21.2 million and there was an impressive
increase in operating profits to GBP0.6 million (2012: GBP0.1
million).
This improvement in profitability resulted from better margins
and a continuing shift in the mix of work away from low margin
advertising to higher margin consultancy based recruitment. Penna
is seeing an increasing pipeline of new recruitment contracts and
the Penna Directors believe that a continuing improvement in the UK
economy should lead to an increase in recruitment activity across a
wide range of clients.
In terms of outlook, in Penna's interim announcement released
today, the following statement was made:
"The UK economy is now growing and we are seeing the benefits
from this and from a series of important client contract renewals
and new client wins. We intend and expect all of our service lines
to capitalise on this improving economic outlook to expand both by
organic growth and by carefully planned acquisitions."
8 Information on Savile
Savile is incorporated in England and Wales and its shares
currently trade on AIM. It has a total issued share capital of
14,944,120 Savile Shares and a market capitalisation of
approximately GBP0.49 million based on the mid-market share price
of 3.25 pence per Savile Share at the close of business on 11
November 2013 (being the last Business Day prior to the date of
this Announcement).
The Savile Group is a UK human resources consulting group with a
long track record in helping blue chip organisations improve
business performance through the development of their people.
The Savile Group comprises three operating businesses:
-- Fairplace, which specialises in providing career transition,
career management and career coaching services to suit the needs of
all people at all stages of their careers. Fairplace has partnered
with over 200 organisations and helped over 100,000 individuals
with career transition and career management;
-- Cedar, which provides consultancy services and helps
organisations improve the performance of their managers and
leaders. Cedar has been delivering coaching, leadership and talent
development programmes for over 20 years; and
-- IDDAS, which works with client companies at the most senior
level to enhance board effectiveness and support leaders through
business and career transitions. It provides executive coaching and
mentoring at the individual level and board and leadership
effectiveness assessments to help boards focus on the future.
Savile published its audited results for the financial year
ended 30 June 2013 today. The Savile Group faced a challenging
year. Operating revenues on continuing operations were GBP8.1
million and the Savile Group made an operating loss of GBP333,000,
after charging reorganisation costs of GBP446,000 relating to the
career transition business.
The first quarter of the current financial year has been
extremely disappointing and below the Savile Directors'
expectations with a significant downturn in activity in the Savile
Group's career transition business. Trading during July and August
was below expectations in what are traditionally quiet months and
the usual recovery in September was much weaker than in previous
years. Trading has continued at lower levels than for the
equivalent period last year in career transition, reflecting
subdued career transition activity in the financial services sector
as the economy recovers. The Savile Directors have taken steps to
align costs with lower activity levels. The reduced sales and
losses have had a commensurate adverse impact on the Savile Group's
cash reserves.
9 Penna's strategic plans for Savile and its intentions
regarding Savile's management, employees and locations
Penna is continuing to assess the most effective approach to the
integration of the Savile business within Penna. However, it is
expected that the career transition unit of Savile will be merged
with those of Penna. The Penna Directors believe that this will
bring substantial operational and marketing synergies and a
reduction in administrative costs. The combined operation will be a
leading UK provider of career transition services.
Similarly, the talent management teams of Savile and Penna will
be combined into a new division of the Enlarged Group. The Penna
Directors believe that the increased scale of the combined Penna
and Savile talent management business could provide an opportunity
to increase the range and depth of the specialist services
provided.
Savile's IDDAS subsidiary provides clients with a range of
specialist board level consulting services. It is expected that the
IDDAS team will benefit from the operating efficiencies and
marketing expertise available by becoming part of the Penna Group
and that IDDAS will work closely with the Enlarged Group's talent
management, recruitment and career solutions groups as well as
Penna's Senior Directors unit which has a similar client base and
some complementary services.
The Penna Directors believe that the administrative and finance
functions of Penna will be able to absorb Savile's similar
activities which will lead to savings in Savile's current
administrative costs. While no detailed plans have been formulated
at this stage, this process will result in a degree of back office
rationalisation and associated headcount reduction in
administrative and support services with Savile's administrative
functions. It is Penna's intention to merge the finance and
business support teams currently located in Northwich into the
respective Penna teams located in Central London and Maidenhead.
Penna will ensure that any Savile employees that will be impacted
by this relocation will be provided with appropriate levels of
support, advice and guidance.
The Penna Directors believe that the acquisition of Savile by
Penna is an opportunity for all Savile and Penna client-facing
employees to support clients with a broader range of services and
greater resources and Penna does not envisage that the acquisition
will result in a reduction of client-facing employees or
consultants.
Jonathan Cohen, Penny de Valk and Clare Chalmers, who are
currently members of the Savile Board, will continue to work for
Penna. The terms and conditions of their employment will remain
unchanged, save that they will no longer be Savile Board directors
and will not take up any position on the main board of Penna. Penny
de Valk and Clare Chalmers will take up positions on the board of
Penna plc, which is a subsidiary of Penna and Penna's main UK
trading company. Upon the Offer becoming, or being declared,
unconditional in all respects, it is expected that the
non-executive directors of Savile and Mark Sidlin, Savile's finance
director, will resign from the Savile Board.
The Penna Directors currently do not believe that the
acquisition of Savile will lead to a material change in the
conditions and locations of employment for the employees and
management of Penna as the intentionis that the Savile businesses
will be integrated into those of Penna.
Penna has given assurances to the Savile Directors that,
following the Offer becoming, or being declared, unconditional in
all respects, the existing employment rights, including with
respect to pension contributions, of the directors, employees and
contractors of Savile will be fully safeguarded.
Whilst there can be no certainty in relation to such matters,
the Savile Board considers that the effect of Penna's stated plans
for the Savile Group's businesses will, on balance, be in the long
term interests of Savile Group employees and the Savile Group's
businesses.
10 Savile Share Option Scheme
The Offer extends to any Savile Shares which are unconditionally
allotted or issued and fully paid (or credited as fully paid) on or
before the date on which the Offer closes to acceptances (or such
earlier date as Penna may, subject to the Code, decide) including
any Savile Shares issued pursuant to the exercise of options and/or
awards granted pursuant to the Savile Share Option Scheme prior to
such date.
Appropriate proposals will be made to Savile Share Option Scheme
Participants in due course.
11 Opening Position Disclosures and interests
Penna confirms that it will shortly make an Opening Position
Disclosure, setting out the details required to be disclosed by it
under Rule 8.1(a) of the Code.
12 Compulsory acquisition, cancellation of admission to trading on AIM and re-registration
If Penna receives acceptances under the Offer in respect of,
and/or otherwise acquires or contracts to acquire, 90 per cent. or
more in nominal value of the Savile Shares to which the Offer
relates and of the voting rights carried by those Savile Shares and
assuming that all of the other Conditions have been satisfied or
waived (if capable of being waived), Penna intends to exercise its
rights in accordance with sections 974 to 991 of the Companies Act
to acquire compulsorily any remaining Savile Shares to which the
Offer relates on the same terms as the Offer.
Following the Offer becoming, or being declared, unconditional
in all respects and subject to any applicable requirements of the
AIM Rules and if sufficient acceptances are received under the
Offer such that Penna holds not less than 75 per cent. of the
voting rights of Savile, Penna intends to procure that Savile
applies to the London Stock Exchange for the cancellation of the
admission of the Savile Shares to trading on AIM. It is anticipated
that such cancellation will take effect no earlier than 20 Business
Days after the Offer becomes, or is declared, unconditional in all
respects, subject to compliance with the applicable requirements of
the AIM Rules.
The cancellation of the admission to trading on AIM of the
Savile Shares will significantly reduce the liquidity and
marketability of any Savile Shares not acquired by Penna.
It is also intended that, following the Offer becoming, or being
declared, unconditional in all respects and, assuming the
cancellation of the admission to trading on AIM of the Savile
Shares occurs, Savile will be re-registered as a private company
under the relevant provisions of the Companies Act.
13 Disclosure of interests in Savile Shares
Neither Penna, nor any of the Penna Directors nor, so far as the
Penna Directors are aware, any other person acting in concert with
Penna in connection with the Offer has:
(i) an interest in, or right to subscribe for, Savile Shares or
in any securities convertible or exchangeable into Savile Shares
("Relevant Savile Securities");
(ii) any short position in respect of Relevant Savile Securities
(whether conditional or absolute and whether in the money or
otherwise), including any short position under a derivative, any
agreement to sell or any delivery obligation or right to require
another person to purchase or take delivery; or
(iii) borrowed or lent any Relevant Savile Securities (except
for any borrowed Savile Shares which have been either on-lent or
sold) or has any arrangement in relation to Relevant Savile
Securities.
For these purposes, "arrangement" includes indemnity or option
arrangements and any agreement or understanding, formal or
informal, of whatever nature, relating to Relevant Savile
Securities which may be an inducement to deal or refrain from
dealing in such securities.
14 Overseas Savile Shareholders
The availability of the Offer and the distribution of this
Announcement and, in due course, the formal Offer documentation, to
persons not resident in the United Kingdom may be prohibited or
affected by the laws of the relevant jurisdictions. Such persons
should inform themselves about, and observe, any applicable
requirements. Further details in relation to overseas Savile
Shareholders will be contained in the Offer Document.
15 Financing arrangements for the Offer and cash confirmation
The cash consideration payable under the Offer is being financed
from Penna's existing cash resources. Full acceptance of the Offer,
assuming the exercise of all outstanding options and/or awards with
an exercise price of less than 7 pence per Savile Share under the
Savile Share Option Scheme would result in aggregate consideration
of approximately GBP1.1 million being payable in cash.
Charles Stanley Securities, nominated and financial adviser to
Penna, is satisfied that sufficient financial resources are
available to Penna to satisfy in full the cash consideration
payable under the terms of the Offer.
16 Structure of the Offer and availability of the Offer Document
The Offer is an offer for cash on the basis described in
paragraph 2 above. The Offer is proposed to be implemented by way
of a takeover offer within the meaning of Part 28 of the Companies
Act. Penna is making the Offer Document available to Savile
Shareholders and, for information purposes only, to Savile Share
Option Scheme Participants today. In addition, the Form of
Acceptance is today being posted to Savile Shareholders who hold
their Savile Shares in certificated form.
17 Offer-related arrangements
Pursuant to a confidentiality agreement dated 2 October 2013
between Penna and Savile, Penna agreed (i) to keep Savile's
confidential information confidential and to use it solely for the
purpose of evaluating Savile with a view to undertaking the
transaction which is the subject of this document; (ii) not without
the prior written consent of Savile to disclose, discuss or reveal
the confidential information to any person other than certain
permitted individuals; and (iii) to give notice to Savile of any
requirement of law or regulation to make public announcements with
respect to any offer to acquire Savile and to co-operate with
Savile prior to the making of any such announcements. The
confidentiality agreement included, in addition, certain other
customary provisions including an obligation on Penna not to
solicit certain employees of Savile for a specified period.
18 General
The Offer will be made on the terms and subject to the
conditions and further terms set out herein and in Appendix I to
this Announcement and to the full terms and conditions which will
be set out in the Offer Document. The Offer will be subject to the
applicable requirements of the Code.
The bases and sources of certain financial information contained
in this Announcement are set out in Appendix II to this
Announcement.
A summary of the irrevocable undertakings which Penna has
obtained in connection with the Offer is contained in Appendix III
to this Announcement.
Certain terms used in this Announcement are defined in Appendix
IV to this Announcement.
19 Documents on display
Copies of the following documents will be made available,
subject to certain restrictions relating to persons resident in any
Restricted Jurisdiction, on Penna's website (www.penna.com) by no
later than 12 noon (London time) on 13 November 2013 until the end
of the Offer Period:
-- the irrevocable undertakings referred to in paragraph 6 above
and summarised in Appendix III to this Announcement;
-- the confidentiality agreement entered into between Penna and
Savile referred to in paragraph 17 of this Announcement;
-- this Announcement; and
-- letters of consent from Charles Stanley Securities and Cairn Financial Advisers.
Enquiries:
+44 (0) 207 332
Penna Consulting plc 7754
Stephen Rowlinson (Chairman)
Gary Browning (Chief Executive)
David Firth (Finance Director)
Charles Stanley Securities (Financial Adviser,
Nominated Adviser and Corporate Broker +44 (0) 20 7149
to Penna) 6000
Marc Milmo
Karri Vuori
+44 (0) 20 7204
Savile Group plc 6990
David Harrell (Chairman)
Mark Sidlin (Finance Director)
Cairn Financial Advisers (Nominated Adviser +44 (0) 20 7148
and Rule 3 Adviser to Savile) 7900
Tony Rawlinson
Paul Trendell
Charles Stanley Securities, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Penna and no one else in connection with the Offer
and this Announcement and will not be responsible to anyone other
than Penna for providing the protections afforded to clients of
Charles Stanley Securities nor for providing advice in connection
with the Offer or any matter referred to herein.
Cairn Financial Advisers, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Savile and no one else in connection with the Offer
and this Announcement and will not be responsible to anyone other
than Savile for providing the protections afforded to clients of
Cairn Financial Advisers nor for providing advice in connection
with the Offer or any matter referred to herein.
This Announcement is for information purposes only and is not
intended to 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 purchase or subscribe for any
securities, or the solicitation of any acceptance, vote or approval
in any jurisdiction, pursuant to the Offer or otherwise. The Offer
will be made solely by means of the Offer Document, which, together
with the Form of Acceptance (for Savile Shareholders that hold
their Savile Shares in certificated form), will contain the full
terms and conditions of the Offer, including details of how to vote
in accept the Offer. Savile and Penna urge Savile Shareholders to
read the Offer Document which will be made available to Savile
Shareholders (with the exception of certain Savile Shareholders in
Restricted Jurisdictions) today as it will contain important
information relating to the Offer.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
This Announcement has been prepared for the purpose 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 of
jurisdictions outside the United Kingdom.
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 the laws of
other jurisdictions should inform themselves of, and observe, any
applicable requirements.
In particular, the ability of persons who are not resident in
the United Kingdom accept the Offer may be affected by the laws of
the relevant jurisdictions in which they are located.
Copies of this Announcement and any formal documentation
relating to the 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 or into
or from any Restricted Jurisdiction. The Offer may not be made,
directly or indirectly, in or into, or by the use of mails or any
means or instrumentality (including, but not limited to, facsimile,
e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of, a
national, state or other securities exchange of any Restricted
Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
Further details in relation to overseas Savile Shareholders will
be contained in the Offer Document.
Notice to US investors
The Offer will be made for securities in a UK company and Savile
Shareholders in the United States should be aware that this
Announcement, the Offer Document and any other documents relating
to the Offer have been, or will be, prepared in accordance with the
Code and UK disclosure requirements, format and style, all of which
differ from those in the United States. Savile's financial
statements, and all financial information that is included in this
Announcement or that may be included in the Offer Document or any
other documents relating to the Offer, have been, or will be,
prepared in accordance with International Financial Reporting
Standards adopted by the European Union and therefore may not be
comparable to financial statements of US companies or companies
whose financial statements are prepared in accordance with US
GAAP.
The Offer, if required to be made, will be made in the United
States pursuant to applicable exemptions under the US tender offer
rules and securities laws and otherwise in accordance with the
requirements of the Code, the Panel and the London Stock Exchange.
Accordingly, the Offer will be subject to disclosure and other
procedural requirements, including with respect to withdrawal
rights, offer timetable, settlement procedures and timing of
payments that are different from those applicable under US domestic
tender offer procedures and law. In the United States, the Offer
will be made solely by Penna and not by its financial adviser.
Both Savile and Penna are companies incorporated under the laws
of England and Wales. All of the assets of Savile and Penna are
located outside the United States. As a result, it may not be
possible for Savile Shareholders in the United States to effect
service of process within the United States upon Savile or Penna or
their respective officers of directors or to enforce against any of
them judgments of the United States predicated upon the civil
liability provisions of the federal securities laws of the United
States. It may not be possible to sue Savile or Penna or their
respective officers or directors in a non-US court for violations
of the US securities laws. There is also substantial doubt as to
enforceability in the United Kingdom in original actions, or in
actions for the enforcement of judgments of US courts, based on
civil liability provisions of US federal securities laws.
This Announcement does not constitute an offer of securities for
sale in the United States or an offer to acquire or exchange
securities in the United States. No offer to acquire securities or
to exchange securities for other securities has been made, directly
or indirectly, in or into, or by use of the mails, any means or
instrumentality of interstate or foreign commerce or any facilities
of a national securities exchange of, the United States or any
other country in which such offer may not be made other than (i) in
accordance with the tender offer requirements under the US
Securities Exchange Act, as amended, or the securities laws of such
other country, as the case may be, or (ii) pursuant to an available
exemption from such requirements.
Neither the US Securities and Exchange Commission nor any US
state securities commission has approved or disapproved of the
Offer, or passed comment upon the adequacy or completeness of this
Announcement. Any representation to the contrary is a criminal
offence.
Forward looking statements
This Announcement may contain statements about Penna and Savile
that are or may be forward looking statements. All statements other
than statements of historical facts included in this Announcement
may be forward looking statements. Without limitation, any
statements preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "aims", "intends",
"will", "may", "anticipates", "estimates", "projects" or words or
terms of similar substance or the negative thereof, are forward
looking statements. Forward looking statements include statements
relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of Penna's and/or Savile's operations and
potential synergies and cost savings resulting from the Offer; and
(iii) the effects of government regulation on Penna's or Savile's
business.
Such forward looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any forward
looking statements. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward looking
statements. Penna and Savile disclaim any obligation to update any
forward looking or other statements contained herein, except as
required by applicable law.
Not a profit forecast
No statement in this Announcement is intended as a profit
forecast or profit estimate and no statement in this Announcement
should be interpreted to mean that earnings or the future earnings
per share of Penna (as enlarged by the acquisition of Savile),
Penna and/or Savile for the current or future financial years would
necessarily match or exceed the historical or published earnings
per share of Penna or Savile.
Market Purchases
In accordance with normal UK market practice, Penna and/or other
members of the Penna Group or their nominees or brokers (acting as
agents) may, from time to time, make certain purchases of, or
arrangements to purchase, Savile Shares outside of the United
States, other than pursuant to the Offer, during the Offer Period.
These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Any
information about such purchases will be disclosed as required in
the UK.
Disclosure requirements of the City Code
Under Rule 8.3(a) of the 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 pm (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (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 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 pm (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.
Information relating to Savile Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Savile Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Savile may be provided to Penna during the
Offer Period where requested under Section 4 of Appendix 4 of the
Code.
Publication on website
A copy of this Announcement will be made available, free of
charge subject to certain restrictions relating to persons resident
in Restricted Jurisdictions, at http://investors.savileplc.com and
www.penna.com by no later than 12 noon (London time) on the
Business Day following the date of this Announcement.
Neither the content of the website referred to in this
Announcement nor the content of any website accessible from
hyperlinks on Savile's and/or Penna's websites (or any other
websites) is incorporated into, or forms part of, this
Announcement.
You may request a hard copy of this Announcement, free of
charge, by contacting Share Registrars Limited on +44 (0) 1252 821
390. Unless so requested, a hard copy of this Announcement will not
be sent to you. Savile Shareholders may also request that all
future documents, Announcements and information to be sent to them
in relation to the Offer should be in hard copy form.
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the Code, Savile confirms that
it has 14,944,120 Savile Shares in issue and admitted to trading on
AIM, a market of the London Stock Exchange, under ISIN
GB0008480732.
APPENDIX I
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
1. Conditions
The Offer will be subject to the following Conditions and, in
respect of certificated Savile Shares, the terms set out in the
Form of Acceptance and to the applicable rules and regulations of
AIM and the Code:
1.1 valid acceptances being received (and not, where permitted,
withdrawn) by not later than 1.00 pm (London time) on the First
Closing Date of the Offer (or such later time(s) and/or date(s) as
Penna may, with the consent of the Panel or in accordance with the
Code, decide) in respect of such number of Savile Shares which,
together with any Savile Shares acquired, or agreed to be acquired,
by Penna or persons acting in concert with it before or during the
Offer Period, will result in Penna and any persons acting in
concert with it holding not less than 90 per cent. (or such lower
percentage as Penna may decide) (i) in nominal value of the Savile
Shares to which the Offer relates; and (ii) of the voting rights
attaching to the Savile Shares to which the Offer relates, provided
that this Condition will not be satisfied unless Penna and/or any
of its wholly-owned subsidiaries shall have acquired, or agreed to
acquire, directly or indirectly, pursuant to the Offer or
otherwise, Savile Shares carrying more than 50 per cent. of the
voting rights then normally exercisable at general meetings of
Savile, including for this purpose (to the extent, if any, required
by the Panel) any such voting rights attaching to any Savile Shares
that are unconditionally allotted or issued before the Offer
becomes, or is declared, unconditional as to acceptances, whether
pursuant to the exercise of any outstanding subscription or
conversion rights or otherwise, and for the purposes of this
Condition:
(i) shares which have been unconditionally allotted but not
issued before the Offer becomes, or is declared, unconditional,
whether pursuant to the exercise of any outstanding subscription or
conversion rights or otherwise, shall be deemed to carry the voting
rights they will carry on being entered into the register of
members of Savile;
(ii) the expression "Savile Shares to which the Offer relates"
shall be construed in accordance with sections 974 to 991
(inclusive) of the Companies Act; and
(iii) valid acceptances shall be treated as having been received
in respect of any Savile Shares that the Penna Group shall,
pursuant to section 979(8) and, if applicable, section 979(9) of
the Companies Act, be treated as having acquired or unconditionally
contracted to acquire by virtue of acceptances of the Offer;
1.2 no Authority having, prior to the date when the Offer
becomes, or is otherwise declared, unconditional in all respects,
decided to take, instituted, implemented or threatened in writing
(and, in each case, not having withdrawn the same) any action,
proceeding, suit, investigation, enquiry or reference, or made,
proposed or enacted, any statute, regulation, decision or order
(and, in each case, not having withdrawn the same), which, in each
case, would be material in the context of the Wider Savile Group or
the Wider Penna Group, taken as a whole, and would, or might
reasonably, be expected to:
(i) require, prevent or delay the divestiture by the Wider
Savile Group or the Wider Penna Group (as the case may be) of all
or a portion of their respective businesses, assets or property or
impose any limitation on the ability of any of them to conduct all
or a portion of their respective businesses or own all or any
portion of their respective assets or properties;
(ii) impose any limitation on, or result in a material delay in,
the ability of any member of the Wider Penna Group, directly or
indirectly, to acquire, hold or exercise effectively, directly or
indirectly, all or any rights of ownership of shares in Savile or
on the ability of any member of the Wider Savile Group or any
member of the Wider Penna Group to hold or exercise effectively,
directly or indirectly, all or any rights of ownership of shares in
any member of the Wider Savile Group or to exercise management
control over any such member of the Wider Savile Group;
(iii) require any member of the Wider Penna Group to offer to
acquire any shares in any member of the Wider Savile Group owned by
any third party other than in connection with the implementation of
the Offer (including, for the avoidance of doubt, any compulsory
acquisition procedure under sections 974 to 991 (inclusive) of the
Companies Act);
(iv) (a) make the Offer or its implementation or the acquisition
or proposed acquisition by Penna or any of its subsidiaries of any
shares in, or control of, Savile void, illegal or unenforceable
under the laws of any relevant jurisdiction, or, directly or
indirectly, restrain, restrict, prohibit or delay to a material
extent the same, or impose additional conditions or obligations
with respect thereto; or (b) otherwise challenge, impede, interfere
with or require amendment to, the terms and conditions of the
Offer; or
(v) otherwise adversely affect the business, financial position
or profits of any member of the Wider Penna Group or any member of
the Wider Savile Group,
and all applicable waiting and other time periods during which
any such Authority could decide to take, institute, implement or
threaten any such action, proceeding, suit, investigation or
enquiry having expired, lapsed or been terminated;
1.3 all Authorisations which are necessary or reasonably
appropriate in any relevant jurisdiction in respect of the Offer
and the proposed acquisition of any shares in, or control of,
Savile by any member of the Wider Penna Group having been obtained
in terms and in a form reasonably satisfactory to Penna from all
relevant Authorities or persons with whom any member of the Wider
Savile Group has entered into contractual arrangements and all such
Authorisations necessary to carry on the business of any member of
the Wider Savile Group remaining in full force and effect, in each
case, where the absence of such Authorisations would have a
material adverse effect on the Wider Savile Group, taken as a
whole, and there being no notice of any intention to revoke or not
to renew the same at the time at which the Offer becomes, or is
otherwise declared, unconditional (where such revocation or failure
to renew would be material in the context of the Wider Savile
Group, taken as a whole) and all necessary statutory or regulatory
obligations in any relevant jurisdiction having been complied
with;
1.4 save as Disclosed, there being no provisions of any
arrangement, agreement, licence, permit or other instrument to
which any member of the Wider Savile Group is a party or by or to
which any such member or any of its assets may be bound, entitled
or subject and which, in consequence of the Offer, or the proposed
acquisition of any shares in Savile or because of a change in the
control or directors of Savile as a consequence of the acquisition
by Penna or any of its subsidiaries, would or might reasonably be
expected to result (to an extent in any such case which is material
in the context of the Wider Savile Group, taken as a whole) in:
(i) any such arrangement, agreement, licence, permit or
instrument or the rights, liabilities, obligations or interests
thereunder of any such member of the Wider Savile Group being
terminated or adversely modified or any action being taken or any
obligation or liability arising thereunder;
(ii) any monies borrowed by, or other indebtedness (actual or
contingent) of, any such member of the Wider Savile Group being or
becoming repayable or capable of being declared repayable
immediately or earlier than their or its stated maturity date or
repayment date or the ability of such member of the Wider Savile
Group to borrow monies or incur any indebtedness being withdrawn or
inhibited;
(iii) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any part of the business,
property or assets of any such member of the Wider Savile Group or
any such security (whenever arising or having arisen) becoming
enforceable;
(iv) the rights, liabilities, obligations, interests or business
of any such member of the Wider Savile Group in or with any firm or
body or any arrangements relating to such interests or business,
being terminated or adversely modified or affected;
(v) the value of any such member of the Wider Savile Group or
its financial position being prejudiced or adversely affected;
or
(vi) the creation of any liability, actual or contingent, by any
such member of the Wider Savile Group,
and no event having occurred which, under any provision of any
agreement, arrangement, licence, permit, or other instrument to
which any member of the Wider Savile Group is a party or by or to
which any such member or any of its assets is bound, entitled or
subject, would result in any of the events or circumstances as are
referred to in sub-paragraphs 1.4 (i) to (vi) above to an extent,
in any such case, which is material in the context of the Wider
Savile Group, taken as a whole;
1.5 save as Disclosed, no member of the Wider Savile Group having, since 30 June 2013:
(i) issued or agreed to issue or authorised the issue or grant
of additional shares of any class, or securities convertible into,
or rights, warrants or options or awards to subscribe for or
acquire any such shares or convertible securities (save as between
Savile and wholly-owned subsidiaries of Savile or between the
wholly-owned subsidiaries of Savile or save for options and/or
awards granted on or before 30 June 2013 under the Savile Share
Option Scheme and for any Savile Shares allotted upon exercise or
vesting of such options and/or awards);
(ii) declared, paid or made, or the Savile Board having proposed
to declare, pay or make, any bonus, dividend or other distribution
whether payable in cash or otherwise, other than dividends paid or
payable by wholly-owned subsidiaries of Savile to other members of
the the Wider Savile Group;
(iii) issued, or authorised the issue of, any debentures or
incurred or increased any indebtedness or become subject to any
contingent liability which is material in the context of the Wider
Savile Group, taken as a whole;
(iv) entered into or offered to enter into (which offer remains
open for acceptance) or varied or terminated or authorised the
entry into any contract (other than in the ordinary course of
business, which is material in the context of the Wider Savile
Group, taken as a whole), any reconstruction or amalgamation, or
any similar transaction or arrangement (whether voluntary, solvent
or otherwise);
(v) entered into or varied or made an offer (which offer remains
open for acceptance) to enter into or vary the terms of any service
agreement or letters of appointment with any director of the Wider
Savile Group;
(vi) entered into or offered to enter into (which offer remains
open for acceptance) any agreement which restricts the scope of the
business of any member of the Wider Savile Group which is material
in the context of the Wider Savile Group, taken as a whole;
(vii) waived or compromised any claim which is material in the
context of the Wider Savile Group, taken as a whole;
(viii) entered into or varied or authorised, or offered (which
offer remains open for acceptance) to enter into or vary any
contract, transaction or commitment (whether in respect of capital
expenditure or otherwise) which is of a long term or unusual nature
or which involves an obligation of such a nature or magnitude which
is material in the context of the Wider Savile Group, taken as a
whole;
(ix) purchased, redeemed or repaid, or announced any proposal to
purchase, redeem or repay, any of its own shares or reduced, save
in respect of the matters mentioned in sub-paragraph 1.5(i) above,
or made any other material change to any part of its share capital,
save as agreed in writing with Penna or which is required as a
consequence of implementing the Offer by way of a scheme of
arrangement in the event that the Penna elects to implement the
Offer in such a way;
(x) taken any corporate action or had any legal proceedings
commenced or threatened in writing against it for its winding-up,
dissolution or reorganisation or for the appointment of a receiver,
administrative receiver, administrator, trustee or similar officer
over all, or a material part, of its assets or revenues or any
analogous proceedings in any relevant jurisdiction or had any such
person appointed;
(xi) save for transactions between wholly-owned members of the
Savile Group, merged with any body corporate or acquired or
disposed of or demerged from or transferred, mortgaged or charged
or created any security interest, other than in the ordinary course
of business, over any material assets or any right, title or
interest in any material asset (including shares in subsidiaries,
associates and trade investments) or authorised or proposed or
announced any intention to propose any merger, demerger,
acquisition or disposal, transfer, mortgage or charge or security
interest, as aforesaid, which, in any such case, is material in the
context of the Wider Savile Group, taken as a whole;
(xii) been unable, or admitted in writing that is unable, to pay
its debts, or having stopped or suspended (or threatened to stop or
suspend), payment of its debts generally or ceased, or threatened
to cease, carrying on all or a substantial part of its
business;
(xiii) (save as disclosed on publicly available registers) made
any alteration to its memorandum and/or articles of
association;
(xiv) except in relation to changes made or agreed as a result
of changes in legislation, made or consented to any change to the
terms of the trust deeds constituting the pension schemes
established for its directors and/or employees and/or their
dependants or to the benefits which accrue, or to the pensions
which are payable thereunder, or to the basis on which
qualification for or accrual or entitlement to such benefits or
pensions are calculated or determined, or to the basis upon which
the liabilities (including pensions) of such pension schemes are
funded or made, or agreed or consented to, any change to any of the
trustees of such schemes which is material in the context of the
Wider Savile Group, taken as a whole;
1.6 since 30 June 2013 and save as Disclosed:
(i) there having been no adverse change in the business,
financial position or profits of Savile or any other member of the
Wider Savile Group which is material in the context of the Wider
Savile Group, taken as a whole;
(ii) there having been no litigation, arbitration proceedings,
prosecution or other legal proceedings to which any member of the
Wider Savile Group is, or could reasonably be expected to become, a
party (whether as plaintiff or defendant or otherwise) announced or
initiated, no such proceedings having been threatened in writing
against any member of the Wider Savile Group and no investigation
by an Authority against or in respect of any member of the Wider
Savile Group having been instituted, threatened in writing or
announced by or against or remaining outstanding in respect of any
member of the Wider Savile Group which, in any such case, is
material in the context of the Wider Savile Group, taken as a
whole;
(iii) no contingent or other liability in respect of any member
of the Wider Savile Group having arisen which would be reasonably
likely materially and adversely to affect the Wider Savile Group,
taken as a whole; or
(iv) no steps having been taken which are reasonably likely to
result in the withdrawal, cancellation, termination or modification
of any licence held by any member of the Wider Savile Group which
is necessary for the proper carrying on of its business and where
such withdrawal, cancellation, termination or modification would be
material in the context of the Wider Savile Group, taken as a
whole; and
1.7 save as Disclosed, Penna not having discovered after the date of this Announcement:
(i) that any financial or business information concerning the
Wider Savile Group that is material in the context of the Offer as
contained in the information publicly disclosed at any time by any
member of the Wider Savile Group, is materially misleading,
contains a material misrepresentation of fact or omits to state a
fact necessary to make the information contained therein not
materially misleading which has not been corrected and which is
material in the context of the Wider Savile Group, taken as a
whole;
(ii) that any member of the Wider Savile Group is, otherwise
than in the ordinary course of business, subject to any liability
(actual or contingent) which is material in the context of the
Wider Savile Group, taken as a whole;
(iii) that any past or present member of the Wider Savile Group
has not complied with any and all applicable laws and regulations
of any relevant jurisdiction relating to any emission, disposal,
discharge, deposit, spillage or leak of waste or hazardous or
harmful substances on or about or from any land or property of any
description or other asset now or previously owned, occupied or
made use of by any past or present member of the Wider Savile
Group, which non-compliance would be reasonably likely to give rise
to any liability (whether actual or contingent) on the part of any
member of the Wider Savile Group which is material in the context
of the Wider Savile Group, taken as a whole; and
(iv) that there is, or is reasonably likely to be, any liability
(whether actual or contingent) of any past or present member of the
Wider Savile Group to or requirement to make good, repair,
reinstate or clean-up any property now or previously owned,
occupied or made use of by any past or present member of the Wider
Savile Group (in any case, to an extent which is material in the
context of the Wider Savile Group, taken as a whole).
2. Certain further terms of the Offer
The Offer will be made on the terms and will be subject to the
Conditions which are set out in this Appendix I, those terms which
will be set out in the Offer Document and, in respect of Savile
Shares held in certificated form, the Form of Acceptance and such
further terms as may be required to comply with the provisions of
the Code.
To the extent permitted by law, regulation or subject to the
requirements of the Panel, Penna reserves the right to waive all or
any of the Conditions set out in paragraphs 1.2 to 1.7 (inclusive)
above, in whole or in part. Except with the consent of the Panel,
the Offer will lapse unless the Conditions set out in paragraphs
1.2 to 1.7 (inclusive) are fulfilled or, if capable of waiver,
waived or, where appropriate, have been determined by Penna in its
reasonable opinion to be or to remain satisfied by midnight on the
date which is 21 days after the later of the First Closing Date and
the date on which the Offer becomes, or is declared, unconditional
as to acceptances (or such later date as Penna may, with the
consent of the Panel, decide). Penna shall be under no obligation
to waive (if capable of waiver), to determine to be or remain
satisfied or to treat as fulfilled or satisfied any of the
Conditions set out in paragraphs 1.2 to 1.7 (inclusive) by any date
earlier than the latest date specified above for fulfilment or
satisfaction of that Condition notwithstanding that the other
Conditions to the Offer may, at such earlier date, have been waived
or fulfilled or satisfied and that there are at such earlier date
no earlier circumstances indicating that any such Conditions may
not be capable of fulfilment or satisfaction.
If Penna is required by the Panel to make an offer for Savile
Shares under the provisions of Rule 9 of the Code, Penna may make
such alterations to the Conditions as are necessary to comply with
the provisions of that Rule.
The Offer will lapse (unless otherwise agreed by the Panel) if
the acquisition of Savile by Penna is referred to the Competition
Commission in the United Kingdom before 1.00 pm on the First
Closing Date of the Offer or on the date on which the Offer
becomes, or is declared, unconditional as to acceptances, whichever
is the later.
If the Offer lapses, the Offer will cease to be capable of
further acceptance and persons accepting the Offer and Penna shall
thereupon cease to be bound by acceptances delivered on or before
the date on which the Offer lapses.
Savile Shares acquired under the Offer will be acquired with
full title guarantee, fully paid and free from all liens, charges,
equitable interests, encumbrances, options, rights of pre-emption
and any other third party rights and interests of any nature 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), announced, declared, made or paid on or after the date of
this Announcement. Accordingly, insofar as a dividend and/or a
distribution and/or a return of capital is proposed, declared,
made, paid or payable by Savile in respect of a Savile Share on or
after the date of this Announcement, the price payable under the
Offer in respect of a Savile Share will be reduced by the amount of
the dividend and/or distribution and/or return of capital except
insofar as the Savile Share is or will be transferred pursuant to
the Offer on a basis which entitles Penna alone to receive the
dividend and/or distribution and/or return of capital and to retain
it. To the extent that a reduction in the Offer Price payable
pursuant to the Offer in respect of a Savile Share is to apply in
respect of a dividend and/or distribution and/or return of capital
but that reduction in price has not been effected, the person to
whom the Offer Price is paid in respect of that Savile Share will
be obliged to account to Penna for the amount of such dividend or
distribution or return of capital.
Penna reserves the right to elect, with the consent of the
Panel, to implement the acquisition of Savile by way of a scheme of
arrangement under Part 26 of the Companies Act. In such event, the
scheme of arrangement will be implemented on substantially the same
terms (subject to appropriate amendments), so far as applicable, as
those which would apply to the Offer. In particular, the Condition
set out in paragraph 1.1 above would not apply to a scheme of
arrangement and, in substitution for the Condition set out in
paragraph 1.1 above, any such scheme would be conditional upon:
(i) approval at the necessary meeting of Savile Shareholders
convened with the permission of the Court by a majority in number
of the Savile Shareholders entitled to vote and who are present and
voting, either in person or by proxy, representing 75 per cent. or
more in value of the Savile Shares held by such Savile
Shareholders;
(ii) any resolution(s) required to approve and implement the
scheme of arrangement being passed by the requisite majorities at a
separate general meeting of Savile Shareholders; and
(iii) the sanction of the scheme of arrangement and confirmation
of any reduction of capital involved therein by the Court and an
office copy or office copies of the order(s) of the Court
sanctioning the scheme of arrangement and confirming the
cancellation of share capital which forms part of it being
delivered to the Registrar of Companies in England and Wales and,
if the Court so orders, in the case of the order confirming the
reduction of share capital, being registered by the Registrar of
Companies.
The Offer, and any acceptance of the Offer, will be governed by
English law and will be subject to the jurisdiction of the English
courts and the Conditions set out above and those terms which will
be set out in the Offer Document and, in the case of Savile
Shareholders who hold their Savile Shares in certificated form, in
the Form of Acceptance.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement:
(i) As at the close of business on 11 November 2013, being the
last Business Day prior to the date of this Announcement, Penna had
in issue 25,742,104 Penna Shares (excluding shares held in
treasury) and Savile had in issue 14,944,120 Savile Shares. The
ISIN for Penna Shares is GB0006794662 and the ISIN for the Savile
Shares is GB0008480732.
(ii) The value placed on the issued share capital of Savile
(approximately GBP1.1 million) is based on 14,944,120 Savile Shares
in issue and 1,000,000 Savile Shares to be issued (assuming the
full exercise of 'in the money' options and/or awards under the
Savile Share Option Scheme) on 11 November 2013, being the last
Business Day prior to the date of this Announcement.
(iii) The Closing Price of a Savile Share on 11 November 2013
(being the last Business Day prior to the date of this
Announcement) referred to in this Announcement is derived from the
AIM Appendix to the London Stock Exchange Daily Official List.
(iv) Unless otherwise stated in this Announcement, the financial
information relating to Savile is extracted or derived (without any
material adjustment) from the audited annual report and accounts of
Savile for the financial year ended 30 June 2013.
(v) Unless otherwise stated in this Announcement, the financial
information relating to Penna is extracted or derived (without any
material adjustment) from the audited annual report and accounts of
Penna for the financial year ended 31 March 2013 and the unaudited
interim results for the six month period ended 30 September
2013.
APPENDIX III
IRREVOCABLE UNDERTAKINGS
Details of irrevocable undertakings
Directors
Penna has received the following irrevocable undertakings from
the Savile Directors to accept (or to procure the acceptance of)
the Offer or, if the Offer is to be effected by means of a scheme
of arrangement (the "Scheme"), to vote (or to procure the vote) in
favour of the Scheme at the meeting of Savile Shareholders convened
with the permission of the court (the "Court Meeting") and the
resolution(s) to be proposed at the general meeting of Savile
Shareholders (the "General Meeting") in connection with the
Scheme:
Savile Director's irrevocable undertakings
Name Number of Savile Shares % of Savile issued share capital
Jonathan Cohen(1) 1,333,866 8.9%
Bee Securities limited and Jonathan Cohen(2) 1,087,776 7.3%
Peter Conroy(3) 1,415,136 9.5%
David Harrel 205,000 1.4%
Mark Sidlin 41,667 0.3%
Total: 4,083,445 27.3%
1. J.M. Finn Nominees Limited is the registered holder of 10,000 of the Savile Shares in which
Jonathan Cohen is interested.
2. These shares are jointly owned by Jonathan Cohen and Bee Securities Limited, a company
which is 100 per cent. owned by Peter Conroy and his family.
3. Peter Conroy's shares are held as to 1,160,136 by Bee Securities Limited, which is 100
per cent. owned by Peter Conroy and his family, and as to 255,000 Savile Shares directly by
Peter Conroy.
These irrevocable undertakings will remain binding in the event of a competing offer being
made for Savile.
These irrevocable undertakings will immediately lapse and cease to have effect immediately
upon the earliest to occur of the following:
(a) the Panel consenting to Penna not proceeding with the Offer;
(b) an event occurring or circumstances arising as a result of which Penna is no longer
required
by the City Code to proceed with the Offer;
(c) the Offer Document is not despatched to Savile Shareholders on or before the date which
is 28 days from the date of this Announcement (or such later date as Savile shall agree and
the Panel may permit) unless Penna subsequently elects to proceed by way of a Scheme, in which
case, such date shall be extended to a date which is 28 days after the date of the announcement
announcing the change in the structure of the Offer; or
(d) the Offer lapsing or otherwise being withdrawn.
The above irrevocable undertakings also contain undertakings,
among other things, not, except pursuant to the Offer, to sell,
transfer or otherwise dispose of, charge, encumber or grant any
option or other right over any of the Savile Shares or any interest
in them nor to accept, or give any undertaking to accept, any other
proposal in respect of the Savile Shares nor enter into any
agreement or arrangement (whether conditionally or unconditionally)
with any person to do any such acts.
In addition, the irrevocable undertakings contain a further
undertaking to exercise all voting rights attaching to the Savile
Shares in such manner as to enable the Offer and the Conditions to
be satisfied and not to exercise such rights in any way which would
or might reasonably be prejudicial to the successful outcome of the
Offer or result in any of the Conditions not being satisfied at the
earliest practicable time.
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context requires otherwise.
"AIM" AIM, a market of the London Stock
Exchange
"AIM Rules" the AIM Rules for Companies
"Announcement" this announcement relating to the
recommended all-cash offer for Savile
by Penna released on 12 November 2013
"Authority" government or governmental, quasi-governmental,
supranational, statutory, regulatory
or investigative body, court or any
other regulatory authority or body
or person whatsoever in any relevant
jurisdiction
"Business Day" any day which is not a Saturday, Sunday
or a bank or public holiday in England
and Wales
"Cairn Financial Advisers" Cairn Financial Advisers LLP
"Charles Stanley Securities" Charles Stanley Securities, a division
of Charles Stanley & Co. Ltd
"City Code" or "Code" the City Code on Takeovers and Mergers,
as amended from time to time
"Closing Price" the closing middle market quotation
of a Savile or a Penna Share as derived
from the AIM Appendix to the Daily
Official List
"Companies Act" the Companies Act 2006 (as amended,
modified, consolidated, re-enacted
or replaced from time to time)
"Competing Offer" an offer (as defined in the Code)
(whether or not on a pre-conditional
basis and howsoever implemented, including
by takeover offer or scheme of arrangement)
for the entire issued and to be issued
share capital of Savile which is or
has been announced, made or entered
into by a person (other than Penna)
who is not acting in concert (as defined
in the Code) with Penna
"Conditions" the conditions of the Offer set out
in Appendix I to this Announcement
and to be set out in the Offer Document
and a "Condition" shall mean any one
of them
"CREST" the relevant system (as defined in
the CREST Regulations) in respect
of which Euroclear UK & Ireland Limited
is the operator (as defined in the
CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755), as amended
from time to time
"Daily Official List" the Daily Official List published
by the London Stock Exchange
"Dealing Disclosure" has the same meaning as in Rule 8
of the Code
"Disclosed" (i) specifically disclosed in any
public announcement made via a Regulatory
Information Service by or on behalf
of Savile prior to 12 November 2013;
and (ii) fairly disclosed in the full
year audited accounts of Savile for
the financial year ended 30 June 2013
"Enlarged Group" Penna, as enlarged by the acquisition
of Savile
"Financial Conduct Authority" the United Kingdom Financial Conduct
or "FCA" Authority and any successor or replacement
regulatory body or bodies
"First Closing Date" the date which falls 21 days after
the posting of the Offer Document,
which is anticipated to be 3 December
2013
"Form of Acceptance " the form of acceptance relating to
the Offer to be dispatched to Savile
Shareholders (who hold their Savile
Shares in certificated form)
"FSMA" the Financial Services and Markets
Act 2000 (as amended, modified, consolidated,
re-enacted or replaced from time to
time) and any subordinate legislation
made under it
"London Stock Exchange" London Stock Exchange plc
"Offer Document" the document to be published containing
the Offer and to be made available
to Savile Shareholders following the
date of this Announcement containing,
amongst other things, the terms and
conditions of the Offer
"Offer Period" the offer period (as defined in the
City Code) relating to Savile, commencing
on 12 November 2013 and ending on
the earlier of (i) the date on which
the Offer becomes, or is declared,
unconditional as to acceptances; and
(ii) the date on which the Offer lapses
or is withdrawn (or such other date
as the Panel may decide)
"Offer Price" the price of 7 pence per Savile Share
"Opening Position Disclosure" has the same meaning as in Rule 8
of the Code
"Panel" the Panel on Takeovers and Mergers
"Penna" Penna Consulting plc, a company incorporated
in England and Wales with registered
number 3142685 and having its registered
office at 5 Fleet Place, London EC4M
7RD
"Penna Directors" the directors of Penna as at the date
of this Announcement
"Penna Group" means Penna, its subsidiaries and
subsidiary undertakings
"Registrar of Companies" the Registrar of Companies in England
and Wales
"Regulatory Information a service approved by the London Stock
Service" Exchange for the distribution to the
public of announcements and included
within the list maintained on the
London Stock Exchange's website
"Restricted Jurisdiction" any such jurisdiction where local
laws or regulations may result in
significant risk of civil, regulatory
or criminal exposure if information
concerning the Offer is sent or made
available to Savile Shareholders in
that jurisdiction (in accordance with
Rule 23.2 of the City Code)
"Savile" or the "Company" Savile Group plc, a company incorporated
in England and Wales with registered
number 02675970 and having its registered
office at 36-38 Cornhill, London,
EC3V 3PQ
"Savile Directors" the directors of Savile as at the
date of this Announcement
"Savile Share Option Scheme holders of subsisting options granted
Participants" and/or awards made under the Savile
Share Option Schemes
"Savile Share Option Schemes" all share incentive schemes operated
by Savile
"Savile Group" Savile, its subsidiaries and subsidiary
undertakings
"Savile Shareholders" the holders of Savile Shares from
or "Shareholders" time to time
"Savile Shares" the ordinary shares in the capital
of Savile, with a nominal value of
GBP0.03 each
"UK authorised person" a person falling within section 31(1)(a)
of FSMA
"United Kingdom" or "UK" the United Kingdom of Great Britain
and Northern Ireland
"US" or "United States" the United States of America, its
territories and possessions, any State
of the United States of America and
the District of Columbia
"Wider Penna Group" Penna, its subsidiaries, subsidiary
undertakings and associated undertakings
and any other body corporate, partnership,
joint venture or person in which Penna
and such undertakings (aggregating
their interests) have a direct or
indirect interest of 20 per cent.
or more of the voting or equity capital
or the equivalent
"Wider Savile Group" Savile, its subsidiaries, subsidiary
undertakings and associated undertakings
and any other body corporate, partnership,
joint venture or person in which Savile
and such undertakings (aggregating
their interests) have a direct or
indirect interest of 20 per cent.
or more of the voting or equity capital
or the equivalent
For the purposes of this Announcement, "subsidiary", "subsidiary
undertaking", "undertaking" and "associated undertaking" have the
respective meanings given thereto by the Companies Act.
All references to "pounds", "pounds Sterling", "Sterling",
"GBP", "pence", "penny" and "p" are to the lawful currency of the
United Kingdom.
All the times referred to in this Announcement are London times
unless otherwise stated.
References to the singular include the plural and vice
versa.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFBTBMTMBIBMIJ
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