TIDMPNA TIDMSAVG
RNS Number : 6208U
Penna Consulting PLC
04 December 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
4 December 2013
FOR IMMEDIATE RELEASE
RECOMMENDED CASH OFFER
for
Savile Group plc ("Savile")
by
Penna Consulting plc ("Penna")
Offer wholly unconditional
Background
On 12 November 2013, the boards of Penna and Savile announced
that they had reached agreement on the terms of a recommended cash
offer by Penna for the entire issued and to be issued ordinary
share capital of Savile (the "Offer"). The full terms of, and
conditions to, the Offer together with the procedure for acceptance
were set out in the Offer Document dated 12 November 2013 and, in
respect of Savile Shares held in certificated form, in the Form of
Acceptance.
Level of acceptances
Prior to making the Offer, Penna obtained irrevocable
undertakings to accept, or procure the acceptance of, the Offer
from certain Savile Shareholders in respect of a total of 4,083,445
Savile Shares, representing, in aggregate, approximately 27.3 per
cent. of Savile's issued ordinary share capital. As at 1:00 p.m. on
3 December 2013 (being the First Closing Date of the Offer), valid
acceptances had been received in respect of all Savile Shares
subject to irrevocable undertakings.
As at 1:00 p.m. on 3 December 2013 (being the First Closing Date
of the Offer), Penna had received valid acceptances in respect of a
further 7,000,334 Savile Shares, representing approximately 46.9
per cent. of the entire issued share capital of Savile.
As at 1:00 p.m. on 3 December 2013 (being the First Closing Date
of the Offer), Penna had therefore received valid acceptances in
respect of a total of 11,083,779 Savile Shares, representing
approximately 74.2 per cent. of the entire issued share capital of
Savile.
Penna is therefore pleased to announce that all of the
Conditions to the Offer have either been satisfied and/or waived
and, accordingly, declares the Offer wholly unconditional.
Procedure for acceptance of the Offer
The Offer remains open for acceptance until 1:00 p.m. on 18
December 2013. Savile Shareholders who have not yet accepted the
Offer are encouraged to do so without delay.
To accept the Offer in respect of Savile Shares in certificated
form (that is, not in CREST), Savile Shareholders must complete the
Form of Acceptance in accordance with the instructions printed on
it in accordance with paragraph 15(a) of the Letter from the
Chairman of Penna set out in Part III of the Offer Document and
return it (along with any appropriate share certificate(s) and/or
other document(s) of title) using the accompanying reply-paid
envelope (for use within the UK only) as soon as possible to Share
Registrars Limited, Suite E, First Floor, 9 Lion & Lamb Yard,
Farnham, Surrey GU9 7LL.
To accept the Offer in respect of Savile Shares in
uncertificated form (that is, in CREST), Savile Shareholders should
follow the procedures for electronic acceptance through CREST in
accordance with the instructions set out in paragraph 15(b) of the
Letter from the Chairman of Penna set out in Part III of the Offer
Document so that a TTE Instruction settles as soon as possible.
If you are in any doubt as to the procedure for acceptance,
please contact Share Registrars on 01252 821 390 from inside the UK
or on +44 1252 821 390 if calling from outside the UK. Calls to the
01252 821 390 number are charged at your network provider's
standard rate. Lines are open 9.00 a.m. to 5.00 p.m. (London time)
Monday to Friday (except UK public holidays). Calls to Share
Registrars from outside the UK will be charged at the applicable
international rate. Calls may be recorded and monitored randomly
for security and training purposes. Share Registrars cannot provide
advice on the merits of the Offer or give any financial, legal or
tax advice.
Settlement of consideration
Settlement of the consideration to which any Savile Shareholders
(or, in the absence of any contrary direction as specified in the
Offer Document, the first named Savile Shareholder in the case of
joint Savile Shareholders) are entitled under the Offer will be
effected (in the manner set out in paragraph 15(e) of Part III of
the Offer Document): (i) in the case of acceptances received on or
before 3 December 2013, complete in all respects, by 18 December
2013 or, (ii) in the case of acceptances received, complete in all
respects, after 3 December 2013 but while the Offer remains open
for acceptance, within 14 days of such receipt.
Compulsory acquisition, cancellation of admission to trading on
AIM and re-registration
As set out in the Offer Document, 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 given that all of the other
Conditions have been satisfied or 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.
In addition, if Penna receives sufficient acceptances under the
Offer such that Penna holds not less than 75 per cent. of the
voting rights of Savile, Penna intends, subject to the requirements
of the AIM Rules, to procure that Savile makes an application to
the London Stock Exchange for the cancellation of the admission to
trading of Savile Shares on AIM on 20 Business Days' notice.
Subject to the cancellation of admission to trading of Savile
Shares, Penna also intends to procure that Savile re-registers from
a public limited company to a private limited company under the
relevant provisions of the Companies Act 2006.
Savile Shareholders are strongly recommended to accept the Offer
as the cancellation of the admission of Savile Shares to trading on
AIM would significantly reduce the liquidity and marketability of
any Savile Shares in respect of which acceptances of the Offer are
not submitted and, accordingly, it is likely that the value of any
such Savile Shares would be significantly affected.
Further information
Copies of the Offer Document and the Form of Acceptance are
available (during normal business hours) from Share Registrars
Limited, Suite E, First Floor, 9 Lion & Lamb Yard, Farnham,
Surrey GU9 7LL.
Save as disclosed in this announcement, neither Penna, nor any
person acting in concert with Penna, is interested in or has any
rights to subscribe for any Savile Shares nor does any such person
have any short position (whether conditional or absolute and
whether in the money or otherwise), including any short position
under a derivative or any arrangement in relation to the Savile
Shares. For these purposes, "arrangement" includes any agreement to
sell or any delivery obligation or right to require another person
to purchase or take delivery of Savile Shares and any borrowing or
lending of Savile Shares which have not been on-lent or sold and
any outstanding irrevocable commitment or letter of intent with
respect to Savile Shares.
General
The expressions used in this announcement, unless the context
otherwise requires, bear the same meaning as in the Offer Document
dated 12 November 2013.
In accordance with Rule 30.4 of the City Code, 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.
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
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.
Overseas Savile 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.
All Savile Shareholders (including, without limitation,
nominees, trustees or custodians who intend to forward this
announcement and (if appropriate) the Offer Document and/or the
Form of Acceptance or any other accompanying document to any
jurisdiction outside the United Kingdom should read paragraph 5 of
Part B of Appendix 1 to the Offer Document and seek appropriate
advice before taking any action.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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