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RNS Number : 4868V
ServicePower Technologies PLC
30 January 2017
For immediate release
Not for release, publication or distribution, in whole or in
part, DIRECTLY OR INDIRECTLY in, into or from any RESTRICTED
jurisdiction (INCLUDING THE UNITED STATES OF AMERICA) where to do
so would constitute a violation of the relevant laws or regulations
of such jurisdiction. THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION.
30 January 2017
RECOMMED CASH OFFER
FOR
SERVICEPOWER TECHNOLOGIES PLC
BY
DIVERSIS CAPITAL UK LIMITED
(a subsidiary of DIVERSIS CAPITAL, LLC.)
Offer update
and
Commencement of compulsory acquisition process
1. Introduction
At 7.00 a.m. on 10 January 2017, Diversis announced that its
recommended offer for ServicePower (the "Recommended Offer") had
been declared unconditional in all respects and that the
Recommended Offer was being extended and would remain open for
acceptance until further notice.
2. Offer Update
Diversis announces that as at 3.00 p.m. on 27 January 2017,
acceptances in respect of 216,776,639 ServicePower Shares,
representing approximately 95.26 per cent. of the issued share
capital of ServicePower have been received.
Diversis further announces that the Recommended Offer will
remain open for acceptance until further notice.
3. Compulsory acquisition process
As set out above, Diversis has received valid acceptances of the
Recommended Offer in respect of more than 90 per cent. of the
issued share capital of ServicePower. Diversis announces that
compulsory acquisition notices (the "Notices") pursuant to section
979 of the Companies Act 2006 are today being posted to those
ServicePower Shareholders who have not yet accepted the Recommended
Offer (the "Non-Assenting Shareholders") setting out Diversis'
intention to acquire compulsorily all remaining ServicePower Shares
on the same terms as the Recommended Offer.
Unless Non-Assenting Shareholders apply to the court (as defined
in section 1156 of the Act (the "Court")) and the Court orders
otherwise, on the expiry of six weeks from the date of the Notices,
the ServicePower Shares held by such Non-Assenting Shareholders,
who have not accepted the Recommended Offer, will be acquired
compulsorily by Diversis under the terms of the Recommended Offer
and such Non-Assenting Shareholders will be entitled to receive 6
pence in cash for each ServicePower Share which such Non-Assenting
Shareholders hold on that date.
4. Cancellation of Admission to trading on AIM and re-registration
Further to its announcement of 10 January 2017, cancellation of
admission to trading of ServicePower Shares on AIM will take effect
at 7.00 a.m. (London time) on 7 February 2017.
The cancellation of admission to trading of ServicePower Shares
on AIM would significantly reduce the liquidity and marketability
of any ServicePower Shares for which the Recommended Offer is not
accepted. Once such cancellation has taken effect, ServicePower
Shareholders will no longer be able to effect transactions in
ServicePower Shares on AIM.
It is also proposed that, following the cancellation of
admission to trading on AIM of ServicePower Shares, ServicePower
will be re-registered as a private company under the relevant
provisions of the Act.
5. Further acceptances
As set out above, the Recommended Offer remains open for
acceptance until further notice. At least 14 days' notice will be
given prior to the closing of the Recommended Offer to those
ServicePower Shareholders who have not accepted the Recommended
Offer.
ServicePower Shareholders who have not yet accepted the
Recommended Offer are urged to do so as soon as possible. To do
so:
- ServicePower Shareholders who hold their ServicePower Shares
in certificated form (that is, not in CREST), should complete and
return the Form of Acceptance which was enclosed with the Offer
Document in accordance with the instructions set out in paragraph
16.1 of the letter from Diversis to ServicePower Shareholders in
Part 2 of the Offer Document and the instructions printed on the
Form of Acceptance. You should complete a separate Form of
Acceptance for ServicePower Shares held in certificated form but
under different designations.
- ServicePower Shareholders who hold their ServicePower Shares
in uncertificated form (that is, in CREST) should follow the
procedure for Electronic Acceptance through CREST in accordance
with the instructions set out in paragraph 16.2 of the letter from
Diversis to ServicePower Shareholders in Part 2 of the Offer
Document so that a TTE Instruction settles as soon as possible. If
ServicePower Shareholders hold their ServicePower Shares as a CREST
sponsored member, they should refer to their CREST sponsor as only
their CREST sponsor will be able to send the necessary TTE
instruction to Euroclear.
If you hold ServicePower Shares in both certificated and
uncertificated forms and wish to accept the Recommended Offer in
respect of any or all of such shares, you should complete the Form
of Acceptance which was enclosed with the Offer Document in respect
of your ServicePower Shares held in certificated form only and
follow the procedure for Electronic Acceptance through CREST in
respect of your ServicePower Shares held in uncertificated
form.
With respect to ServicePower Shareholders who hold their shares
in certificated form, the Form of Acceptance enclosed with the
Offer Document should be used to accept the Recommended Offer. If,
for whatever reason, you did not receive or have mislaid your Form
of Acceptance you may request a new Form of Acceptance by
telephoning the Receiving Agent, Capita Asset Services, between
9.00 a.m. and 5.30 p.m. (London time) Monday to Friday on +44
(0)371 664 0321. Calls are charged at the standard geographic rate
and will vary by provider. Calls to the helpline from outside the
United Kingdom 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 Recommended Offer nor give any financial, legal or tax
advice.
6. Disclosure of Interests
Save as disclosed in this announcement, neither Diversis nor the
directors of Diversis nor any person acting, or deemed to be
acting, in concert with Diversis for the purposes of the
Recommended Offer has any interest in relevant securities of
ServicePower or a right to subscribe for or any short positions
(whether conditional or absolute and whether in the money or
otherwise), including any short positions under a derivative, any
agreement to sell or delivery obligation or right to require
another person to purchase or take delivery in respect of any
relevant securities of ServicePower or has during the Offer Period
borrowed or lent any relevant securities of ServicePower.
7. Settlement of consideration
Settlement of the consideration to which any ServicePower
Shareholder is entitled under the Recommended Offer is expected to
be dispatched (or credited through CREST) to validly accepting
ServicePower Shareholders in the case of acceptances received that
are complete in all respects, within 14 days of such receipt while
the Recommended Offer remains open for acceptance, and in the
manner described in paragraphs 17.1 or 17.2, as relevant, of the
letter from Diversis set out in Part 2 of the Offer Document.
8. General
Capitalised terms and expressions used in this announcement
shall, unless otherwise defined herein and save as the context
otherwise requires, have the same meanings as given to them in the
Offer Document.
The percentage holdings of ServicePower Shares referred to in
this announcement are based upon a figure of 227,560,827
ServicePower Shares in issue.
Enquiries:
Diversis Capital UK 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
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.
In accordance with Rule 30.3 of the Code, you may request a hard
copy of this announcement by contacting the Receiving Agent, Capita
Asset Services, during business hours on 0371 664 0321 from within
the UK or +4420 8639 3399 if calling from outside the UK or by
submitting a request in writing to Capita Asset Services at The
Registry, 34 Beckenham Road, Kent, BR3 4TU. It is important that
you note that unless you make a request, a hard copy of this
announcement and any such information incorporated by reference in
it will not be sent to you. You may also request that all future
documents, announcements and information to be sent to you in
relation to the Recommended Offer should be sent in hard copy
form.
SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT CAREFULLY.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
INTENDED 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 RECOMMENDED OFFER IS BEING
MADE SOLELY BY MEANS OF THE OFFER DOCUMENT (TO THE EXTENT NOT
REVISED BY THE OFFER DOCUMENT), WHICH CONTAIN THE FULL TERMS AND
CONDITIONS OF THE RECOMMENDED OFFER, AND IN THE CASE OF
SERVICEPOWER SHARES HELD IN CERTIFICATED FORM, THE FORM OF
ACCEPTANCE. ANY ACCEPTANCE IN RELATION TO THE RECOMMENDED OFFER
SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN
THESE DOCUMENTS.
The availability of the Offer Document 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 Recommended Offer disclaim any
responsibility or liability for the violation of such restrictions
by any person. Copies of this announcement and any formal
documentation relating to the Recommended 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, into or from any Restricted
Jurisdiction.
This announcement has been prepared for the purpose of complying
with English law, the 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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