TIDMPNA TIDMSAVG
RNS Number : 9633U
Penna Consulting PLC
06 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
6 December 2013
FOR IMMEDIATE RELEASE
RECOMMENDED CASH OFFER
for
Savile Group plc ("Savile")
by
Penna Consulting plc ("Penna")
Intention to cancel the admission to trading on AIM of the
Savile Shares
Introduction
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. Penna announced on 4 December 2013 that it had declared
the Offer wholly unconditional.
Level of acceptances
As at 1.00 pm on 6 December 2013, Penna had received valid
acceptances from Savile Shareholders in respect of a total of
12,289,449 Savile Shares, representing approximately 77.1 per cent.
of the entire issued share capital of Savile.
The above acceptances include acceptances 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 12 November 2013 (being the date on which the Offer
was announced) which Savile Shares were the subject of irrevocable
undertakings to accept, or procure the acceptance of the Offer from
certain Savile Shareholders, the receipt of which Penna announced
on 12 November 2013.
Cancellation of admission to trading on AIM
Penna confirms that having received valid acceptances under the
Offer in respect of more than 75 per cent. of the existing issued
ordinary share capital of Savile, it has requested that the
directors of Savile apply for the cancellation of admission to
trading on AIM of the Savile Shares. It is expected that
cancellation will take effect no earlier than 20 Business Days
following the date of this announcement, which is expected to be 10
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 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.
Procedure for acceptance of the Offer
As announced on 4 December 2013, 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.
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.
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.
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) 207 332
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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