TIDMPNA TIDMSAVG
RNS Number : 9161V
Penna Consulting PLC
19 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
19 December 2013
FOR IMMEDIATE RELEASE
RECOMMENDED CASH OFFER
for
Savile Group plc ("Savile")
by
Penna Consulting plc ("Penna")
Offer update
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. The Offer was declared wholly unconditional on 4
December 2013.
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 of 14,944,120
Savile Shares as at 12 November 2013 (being the date on which the
Offer was announced). As at 1:00 p.m. on 18 December 2013 (being
the second 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 18 December 2013 (being the second Closing
Date of the Offer), Penna had received valid acceptances in respect
of a further 9,965,710 Savile Shares, representing approximately
62.5 per cent. of the entire issued share capital of Savile which
at the said date comprised 15,944,120 shares (following the issue
of 1,000,000 shares pursuant to the exercise of employee
options).
As at 1:00 p.m. on 18 December 2013 (being the second Closing
Date of the Offer), Penna had therefore received valid acceptances
in respect of a total of 14,049,155 Savile Shares, representing
approximately 88.1 per cent. of the entire issued share capital of
Savile.
Cancellation of admission to trading on AIM
On 6 December 2013, Penna announced that it had received valid
acceptances in respect of more than 75 per cent. of the existing
issued ordinary share capital of Savile. Accordingly, Savile has
applied for cancellation of admission to trading of the Savile
Shares on AIM with effect from 7.00 a.m. on 10 January 2014. The
last day of dealings in the Savile Shares is expected to be 9
January 2014.
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 will 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.
Procedure for acceptance of the Offer
The Offer remains open for acceptance until further notice and
Penna will give at least 14 days notice prior to the closing of the
Offer. 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.
Compulsory acquisition 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.
Further information
The expressions used in this announcement, unless the context
otherwise requires, bear the same meaning as in the Offer Document
dated 12 November 2013.
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.
Enquiries:
+44 (0) 207
Penna Consulting plc 332 7754
Stephen Rowlinson (Chairman)
Gary Browning (Chief Executive)
David Firth (Finance Director)
Charles Stanley Securities (Financial
Adviser, Nominated Adviser and +44 (0) 20
Corporate Broker to Penna) 7149 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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