TIDMSVR TIDMTTM
RNS Number : 2420S
ServicePower Technologies PLC
19 December 2016
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 2016
RECOMMED CASH OFFER
by
DIVERSIS CAPITAL UK LIMITED ("Diversis")
(a subsidiary of Diversis Capital, LLC)
For the entire issued and to be issued share capital of
SERVICEPOWER TECHNOLOGIES PLC ("ServicePower")
Posting of Offer Document
On 8 December 2016, the boards of Diversis and ServicePower
announced that they had reached agreement on the terms of a
recommended cash offer to be made by Diversis for the entire issued
and to be issued share capital of ServicePower (the "Offer").
Diversis announces that the offer document (the "Offer
Document") containing the full terms and conditions of the Offer,
and the procedure for its acceptance, is being posted today to
ServicePower Shareholders together with the related Form of
Acceptance. It is also being sent, for information purposes only,
to persons with information rights and to participants in the Share
Plans.
The Offer Document contains the following statement regarding
ServicePower's current trading:
"ServicePower's trading has remained strong and the ServicePower
Directors are encouraged by performance. The Directors are
delighted that during the period since the interim results,
ServicePower has traded slightly ahead of management's initial plan
for this period." The Offer will remain open for acceptance until
1.00 p.m. (London time) on 9 January 2017 (or such later time(s) or
date(s) as Diversis may determine, subject to the consent of the
Panel, where required).
To accept the Offer in respect of ServicePower Shares held in
certificated form (that is, not in CREST), ServicePower
Shareholders should complete the Form of Acceptance in accordance
with the instructions printed on it and set out in paragraph 16.1
of Part 2 of the Offer Document and in Part C of Appendix I to the
Offer Document, and return it (together 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, and in any event, so as to be received by the
Receiving Agent, Capita Registrars, by no later than 1.00 p.m.
(London time) on 9 January 2017.
To accept the Offer in respect of ServicePower Shares held in
uncertificated form (that is, in CREST), ServicePower Shareholders
should ensure that an Electronic Acceptance is made in accordance
with the instructions set out in paragraph 16.2 of Part 2 of the
Offer Document and in Part D of Appendix I to the Offer Document,
so that the TTE Instruction settles as soon as possible, and in any
event, by no later than 1.00 p.m. (London time) on 9 January 2017.
ServicePower Shareholders who are CREST sponsored members should
refer to their CREST sponsor as only their CREST sponsor will be
able to send the necessary TTE Instruction(s) to Euroclear.
A copy of this announcement (the "Announcement"), the Offer
Document and the documents listed in paragraphs 12 and 13 of
Appendix IV to the Offer Document, will be made available, subject
to certain restrictions relating to persons resident in Restricted
Jurisdictions, at www.diversiscapital.com and www.servicepower.com,
by no later than 12.00 noon (London time) on 20 December 2016. The
contents of these websites are not incorporated into and do not
form part of this Announcement or the Offer Document.
ServicePower Shareholders may request a hard copy of this
Announcment, the Offer Document and/or the Form of Acceptance
and/or any documents incorporated into the Offer Document by
reference to another source by writing to Capita Asset Services,
Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent
BR3 4TU or by calling Capita Asset Services between 9.00 a.m. and
5.30 p.m. (London time) Monday to Friday on 0371 664 0321 from
within the UK or on +44 371 664 0321 calling from outside the UK.
Calls are charged at the standard geographic rate. Calls to the
helpline from outside the UK will be charged at applicable
international rates. Calls may be recorded and randomly monitored
for security and training purposes. The helpline cannot provide
advice on the merits of the Offer nor give any financial, legal or
tax advice. Capitalised terms used but not defined in this
Announcement have the meanings set out in the Offer Document.
Capitalised terms used in this announcement have the meanings
given to them in the Offer Document.
Enquiries:
Diversis Management Corporation Limited +1 310 396 4200
Ron Nayot
Stockdale Securities Limited
Financial Adviser to Diversis +44(0) 20 7601 6100
Tom Griffiths
Edward Thomas
ServicePower Technologies PLC +44(0) 161 476 7762
Marne Martin, CEO
finnCap Ltd
Financial Adviser, Nomad and Broker to ServicePower +44 (0) 20 7220 0500
Jonny Franklin-Adams
Emily Watts
Kate Bannatyne
Important Notices
Stockdale Securities Limited ("Stockdale"), which is authorised
and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively as financial adviser to Diversis
and no-one else in connection with the Offer and other matters
described in this Announcement, and will not be responsible to
anyone other than Diversis for providing the protections afforded
to clients of Stockdale or for providing advice in relation to the
Offer, the contents of this Announcement or any other matter
referred to herein. Stockdale has given, and not withdrawn, its
consent to the inclusion in the Announcement of the references to
its name in the form and context in which it appears.
finnCap Limited ("finnCap"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser and broker to ServicePower and
no-one else in connection with the Offer and other matters
described in this Announcement, and will not be responsible to
anyone other than ServicePower for providing the protections
afforded to clients of finnCap or for providing advice in relation
to the Offer, the contents of this Announcement or any other matter
referred to herein. finnCap has given, and not withdrawn, its
consent to the inclusion in the Announcement of the references to
its name and the advice it has given to ServicePower in the form
and context in which they appear.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
INTED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO
SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES
OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION,
NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES
REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN
CONTRAVENTION OF APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY
MEANS OF THE OFFER DOCUMENT, WHICH WILL CONTAIN THE FULL TERMS AND
CONDITIONS OF THE OFFER, AND IN THE CASE OF SERVICEPOWER SHARES
HELD IN CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY DECISION OR
ACCEPTANCE IN RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE
BASIS OF THE INFORMATION CONTAINED IN THE OFFER DOCUMENT AND SUCH
FORM OF ACCEPTANCE (IF APPLICABLE). SHAREHOLDERS ARE ADVISED TO
READ THE OFFER DOCUMENT AND FORM OF ACCEPTANCE (IF APPLICABLE)
CAREFULLY, ONCE THEY HAVE BEEN DESPATCHED, WHICH DIVERSIS EXPECTS
TO DO SHORTLY.
Cautionary Note Regarding Forward Looking Statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Offer, and other information published by Diversis and ServicePower
may contain certain statements that are or may be deemed to be
forward looking with respect to the financial condition, results of
operation(s) and business of ServicePower and certain plans and
objectives of the ServicePower Board and the Diversis Directors
with respect thereto. These forward looking statements can be
identified by the fact that they are prospective in nature and do
not relate to historical or current facts. Forward looking
statements often, but not always, use words such as "anticipate",
"target", "expect", "estimate", "budget", "scheduled", "forecasts",
"intend", "plan", "goal", "believe", "will", "may", "should",
"would", "could" or other words of a similar meaning. These
estimates are based on assumptions and assessments made by the
ServicePower Board and/or the Diversis Directors in light of their
experience and their perception of historical trends, current
conditions, expected future developments and other factors they
believe appropriate.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and service of this Announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this Announcement since such date. By their nature,
forward looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur
in the future and the factors described in the context of such
forward looking statements in this Announcement could cause actual
results or developments to differ materially from those expressed
or implied by such forward looking statements. Although
ServicePower and Diversis believe that the expectations reflected
in such forward looking statements are reasonable, neither Diversis
nor ServicePower, nor any of their respective associates or
directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward looking statements in this Announcement
will actually occur. Other than in accordance with their legal or
regulatory obligations (including under the AIM Rules and the
Disclosure and Transparency Rules of the
FCA), none of Diversis, ServicePower, any member of the Diversis
Group, any member of the ServicePower Group, nor any Diversis
Director or ServicePower Director, nor any of their respective
advisers, associates, directors, officers is under any obligation,
and such persons expressly disclaim any intention or obligation, to
update or revise any forward looking statements, whether as a
result of new information, future events or otherwise. No undue
reliance should therefore be placed on these forward looking
statements which speak only as at the date of this
Announcement.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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% 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(s), 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 ServicePower Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by ServicePower Shareholders, persons with
information rights and other relevant persons in connection with
the receipt of communications from ServicePower may be provided to
Diversis during the Offer Period as required under Section 4 of
Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.
Purchases outside the Offer
Diversis or its nominees or brokers (acting as agents) may
purchase ServicePower Shares otherwise than under the Offer, such
as in the open market or through privately negotiated purchases.
Such purchases shall comply with the Code and the rules of the
London Stock Exchange.
Overseas ServicePower Shareholders
The availability of the Offer and the release, publication and
distribution of this Announcement in jurisdictions other than the
United Kingdom may be restricted by the laws of those jurisdictions
and therefore persons who are not resident in the United Kingdom
into whose possession this Announcement comes should inform
themselves about and observe any such restrictions.
Failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.
Accordingly, copies of this Announcement and any other related
document will not be, and must not be, directly or indirectly,
mailed or otherwise distributed or sent in or into any Restricted
Jurisdiction and persons in such Restricted Jurisdictions receiving
such documents (including custodians, nominees and trustees) must
not distribute or send them in, into or from such jurisdictions as
doing so may violate the laws of such jurisdictions and may make
invalid any purported acceptance of the Offer by persons in any
such Restricted Jurisdiction.
This Announcement has been prepared for the purpose of complying
with English law, the City Code and the AIM Rules 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.
The Offer will not be made, directly or indirectly, in or into,
or by use of the mails, or by any means or instrumentality
(including, without limitation, by means of telephone, facsimile,
telex, internet or other forms of electronic communication) of
interstate or foreign commerce of, or any facilities of a
securities exchange of the United States, Canada, Australia, Japan,
the Republic of South Africa or any other Restricted Jurisdiction
and the Offer will not be capable of acceptance by any such use,
means, instrumentality or facility or from within any Restricted
Jurisdiction. Accordingly, copies of this Announcement and any
other related document will not be, and must not be, directly or
indirectly, mailed or otherwise distributed or sent in or into the
United States, Canada, Australia, Japan, the Republic of South
Africa or any other Restricted Jurisdiction and persons receiving
such documents (including custodians, nominees and trustees) must
not distribute or send them in, into or from such jurisdictions as
doing so may violate the laws of such jurisdictions and may make
invalid any purported acceptance of the Offer by persons in any
such Restricted Jurisdiction.
The Offer is subject to the provisions of the City Code.
END
This information is provided by RNS
The company news service from the London Stock Exchange
END
ODPFFDFFUFMSEEE
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