TIDMRNVO TIDMUFG
RNS Number : 8869J
Renovo Group Plc
23 July 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY RESTRICTED JURISDICTIONS OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.
For immediate release
23 July 2013
Renovo Group plc
Recommended Acquisition of
Ultimate Finance Group plc
(to be implemented by way of a scheme of arrangement under Part
26 of the Companies Act 2006)
Update on Irrevocable Undertakings
Further to the announcement on 22 July 2013 (the "2.7
Announcement") of the recommended Acquisition of UFG by Renovo,
Renovo is pleased to confirm that it has now received an
irrevocable undertaking from Ian Robins in relation to 2,551,460
ordinary shares in the capital of UFG representing approximately
3.4 per cent. of the issued ordinary share capital of UFG.
Together with the irrevocable undertakings referred to in the
2.7 Announcement, Renovo has received irrevocable undertakings in
respect of an aggregate of 31,542,406 ordinary shares in the
capital of UFG representing approximately 42.3 per cent. of the
issued ordinary share capital of UFG.
Details of the irrevocable undertakings received by Renovo to
date in relation to ordinary shares in the capital of UFG are set
out in the Appendix to this announcement. Certain terms used in
this announcement are defined in Appendix 4 to the 2.7
Announcement.
Enquiries
Renovo
Jamie Brooke, Non Executive Chairman +44 (0) 7775 996 480
David Blain, Chief Financial Officer +44 (0) 7721 978 218
Altium (financial adviser and nominated adviser to Renovo) +44
(0) 845 505 4343
Paul Lines
Phil Adams
Adam Sivner
Panmure Gordon (broker to Renovo) +44 (0) 20 7886 2500
Fred Walsh
Grishma Patel
Newgate Communications (PR adviser to Renovo) +44 (0) 20 7680
6550
James Benjamin
Madeleine Palmstierna
UFG
Roger McDowell, Non Executive Chairman +44 (0) 7785 736 777
Jeremy Coombes, Chief Executive Officer +44 (0) 7967 613 208
WH Ireland (financial adviser, broker and nominated adviser to UFG) +44 (0) 117 945 3420
John Wakefield
Mike Coe
Newgate Threadneedle (PR adviser to UFG) +44 (0) 20 7653
9850
John Coles
Fiona Conroy
Further Information
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. This announcement
has been prepared for the purpose of complying with English law and
the City Code 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.
Copies of this announcement and any formal documentation
relating to the Acquisition 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.
Altium Capital Limited ("Altium") is authorised and regulated in
the United Kingdom by the FCA. Altium is acting as financial
adviser and nominated adviser to Renovo and no one else in
connection with the Acquisition and will not regard any other
person as its client in relation to the matters in this
announcement and will not be responsible to anyone other than
Renovo for providing the protections afforded to clients of Altium
or for providing advice in relation to the Acquisition, or for
providing advice in relation to any other matters referred to
herein.
Panmure Gordon (UK) Limited ("Panmure Gordon"), which is
authorised and regulated by the FCA, is acting as broker to Renovo
and for no one else in connection with the Acquisition and will not
regard any other person as its client in relation to the matters in
this announcement and will not be responsible to anyone other than
Renovo for providing the protections afforded to clients of Panmure
Gordon, or for providing advice in relation to the Acquisition, or
any other matters referred to herein.
WH Ireland Limited ("WH Ireland"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as financial
adviser, broker and nominated adviser to UFG and for no one else in
connection with the Acquisition and will not be responsible to
anyone other than UFG for providing the protections afforded to
clients of WH Ireland or for providing advice in relation to the
Acquisition, or any matter referred to in this announcement.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the City 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 paper 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 paper
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 paper 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 p.m. (London time) on the 10th business day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th business day following the
announcement in which any paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a paper offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the City 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 paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper 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 paper 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 p.m. (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 paper 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 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.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0) 20 7638
0129.
Publication on website
A copy of this announcement will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Renovo's website at www.renovo.com and
on UFG's website at www.ultimatefinance.co.uk by no later than noon
(London time) on the day following this announcement. For the
avoidance of doubt, the contents of those websites are not
incorporated into and do not form part of this announcement.
You may request a hard copy of this announcement (by contacting
Adam Sivner of Altium at adam.sivner@altium.co.uk or by submitting
a request in writing to Adam Sivner at Altium, 5(th) Floor,
Belvedere, Booth Street, Manchester, M2 4AW. It is important that
you note that unless you make such a request, a hard copy of this
announcement may 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 Acquisition should be in hard copy form.
APPENDIX
DETAILS OF IRREVOCABLE UNDERTAKINGS FROM UFG SHAREHOLDERS
1. UFG Directors
Irrevocable undertakings
Renovo has received irrevocable undertakings in relation to the
Acquisition as follows:
Name of UFG Shareholder Number of UFG Shares Percentage of UFG existing
giving undertaking in respect of which issued share capital
undertaking is given (%)
----------------------------- -------------------------- -------------------------------
Roger McDowell 2,672,500 3.6
----------------------------- -------------------------- -------------------------------
Matt Cooper 1,159,287 1.6
----------------------------- -------------------------- -------------------------------
Jonathan Cranston 3,332,953 4.5
----------------------------- -------------------------- -------------------------------
Jeremy Coombes 1,991,285 2.7
----------------------------- -------------------------- -------------------------------
Shane Horsell 428,716 0.6
----------------------------- -------------------------- -------------------------------
Total 9,584,741 12.8
----------------------------- -------------------------- -------------------------------
These irrevocable undertakings include undertakings:
(i) to vote, or procure the vote, in favour (or to submit, or
procure the submission of, Forms of Proxy voting in favour) of the
Scheme at the Court Meeting and the Special Resolution at the UFG
General Meeting; and
(ii) if Renovo exercises its right to structure the Acquisition
as an Offer, to accept, or procure the acceptance of, such
Offer.
The irrevocable undertaking given by the UFG Directors
stipulates that it will cease to be binding if:
(i) this announcement is not released on or before midnight on
31 August 2013 (or such later date as Renovo and UFG shall together
agree in writing); or
(ii) the Offer lapses or is withdrawn.
2. UFG Shareholders
Irrevocable undertakings
Renovo has received irrevocable undertakings in relation to the
Acquisition as follows:
Name of UFG Shareholder Number of UFG Shares Percentage of UFG existing
giving undertaking in respect of which issued share capital
undertaking is given (%)
------------------------------- -------------------------- -------------------------------
Helium Special Situations
Fund Limited 16,339,503 21.9
------------------------------- -------------------------- -------------------------------
Miton Capital Partners
Limited 3,066,702 4.1
------------------------------- -------------------------- -------------------------------
Ian Robins 2,551,460 3.4
------------------------------- -------------------------- -------------------------------
Total 21,957,665 29.4
------------------------------- -------------------------- -------------------------------
The irrevocable undertakings include undertakings:
(i) to vote, or procure the vote, in favour (or to submit, or
procure the submission of, Forms of Proxy voting in favour) of the
Scheme at the Court Meeting and the Special Resolution at the UFG
General Meeting; and
(ii) if Renovo exercises its right to structure the Acquisition
as an Offer, to accept, or procure the acceptance of, such
Offer.
The irrevocable undertakings given by Helium Special Situations
Funds Limited and Ian Robins stipulate that it will cease to be
binding if:
(i) this announcement is not released on or before midnight on
31 August 2013 (or such later date as Renovo and UFG shall together
agree in writing); or
(ii) the Offer lapses or is withdrawn.
The irrevocable undertaking given by Miton Capital Partners
Limited stipulates that it will cease to be binding if:
(i) this announcement is not released on or before midnight on
31 August 2013 (or such later date as Renovo and UFG shall together
agree in writing);
(ii) the Offer lapses or is withdrawn; or
(iii) if before 3.00 p.m. on the date falling 7 days after this
announcement is released, any third party announces a firm
intention (in accordance with Rule 2.7 of the City Code) to make an
offer to acquire of the equity share capital of UFG (a) which is
recommended by the board of UFG, (b) the making of which is not
subject to any condition precedent and (c) which in the opinion of
Mike Coe or John Wakefield of W.H. Ireland Limited (but without
liability or responsibility to the Offeror or Miton Capital
Partners Limited) values each UFG Share at more than 20 per cent.
higher than the value attributed to such a UFG Share pursuant to
the Acquisition.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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