TIDMACM TIDMNCC
RNS Number : 8857L
Accumuli PLC
30 April 2015
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, CANADA, AUSTRALIA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA AND NEW ZEALAND) OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
30 April 2015
Recommended Acquisition of
Accumuli plc
by
NCC Group plc
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Court Sanction of the Scheme, Scheme Effective and the Results
of the Mix and Match Elections
In connection with the recommended offer being made by NCC Group
plc to acquire the entire issued and to be issued ordinary share
capital of the Company (the "Acquisition") to be effected by way of
a scheme of arrangement under Part 26 of the Companies Act 2006
(the "Scheme"), and further to Accumuli's announcement earlier
today, Accumuli announces that, at the Scheme Court Hearing, the
Court sanctioned the Scheme.
Following the delivery of the Scheme Court Order to the
Registrar of Companies, the Scheme to effect the Acquisition has
now become effective in accordance with its terms and the entire
issued ordinary share capital of Accumuli is now owned by NCC
Group.
Share Elections in respect of 28,015,297 Scheme Shares,
representing approximately 17.6 per cent. of the aggregate number
of Scheme Shares, and Cash Elections in respect of 66,997,414
Scheme Shares, representing approximately 42.0 per cent. of the
aggregate number of Scheme Shares, were made by Scheme
Shareholders. The ability to satisfy all elections for cash
consideration and/or New NCC Group Shares made by Accumuli
Shareholders was dependent on other Accumuli Shareholders making
equal and opposite Elections.
Accordingly, pursuant to the terms of the Scheme, Scheme
Shareholders who made valid Share Elections have had such elections
satisfied in full and will receive 0.1518 of a New NCC Group Share
per Scheme Share. Scheme Shareholders who made valid Cash Elections
have had such elections scaled down on a pro rata basis by
approximately 89.7 per cent. and will receive 30.2082 pence per
Scheme Share in respect of a Cash Election that has been satisfied
in full.
Scheme Shareholders will receive the basic offer consideration,
which is 0.1218 of a New NCC Group Share and 5.97 pence in cash per
Scheme Share in respect of the balance of their Scheme Shares on
which a Cash Election has not been satisfied in full or for which
no valid election under the Mix and Match Facility has been
made.
The consideration payable to Accumuli Shareholders for the
Acquisition will be settled (in the case of Scheme Shares held in
uncertificated form, by CREST accounts being credited) or
despatched (in the case of Scheme Shares held in certificated form)
by no later than 14 May 2015.
As announced on 30 March 2015 and earlier today, the trading in
Accumuli Shares on the AIM Market of the London Stock Exchange was
suspended with effect from 7.30 a.m. (London time) today. The
cancellation of admission to trading of Accumuli shares on AIM will
take place at 7.00 a.m. (London time) on 1 May 2015. As a result of
the Scheme having become effective, share certificates in respect
of Scheme Shares will cease to be valid documents of title and
entitlements to Scheme Shares held in uncertificated form in CREST
are being cancelled.
Full details of the Offer are set out in the scheme document
dated 2 April 2015 sent or made available to Accumuli Shareholders
(the "Scheme Document"). Capitalised terms used but not otherwise
defined in this announcement have the meaning given to them in the
Scheme Document.
Subject to certain restrictions, a copy of this announcement
will be available on Accumuli's website (www.accumuli.com) and on
NCC Group's website (www.nccgroup.trust) respectively.
Enquiries:
NCC Group
Rob Cotton, CEO Tel: +44 (0) 161
209 5251
Accumuli
Gavin Lyons, CEO Tel: +44 (0) 1256
303 700
Peel Hunt LLP (financial adviser and broker
to NCC Group)
Charlie Batten Tel: +44 (0) 20
7418 8900
Rickitt Mitchell & Partners Limited (financial adviser to
NCC Group)
Stuart Moss Tel: +44 (0) 161
834 0600
Instinctif Partners (PR to NCC Group) Tel: +44 (0) 20
7457 2020
Adrian Duffield
Oakley Capital (financial adviser to Accumuli,
for the purposes of Rule 3 of the Takeover
Code)
Marc Jones Tel: +44 (0) 20
7766 6900
MXC Capital (financial adviser to Accumuli)
Marc Young Tel: +44 (0) 20
7801 9596
finnCap (NOMAD and Broker to Accumuli)
Christopher Raggett Tel: +44 (0) 20
7220 0500
Newgate Threadneedle
Adam Lloyd Tel: +44 (0) 20
7653 9850
Important notices
MXC Capital Advisory LLP, which is authorised and regulated by
the FCA, is acting exclusively for Accumuli as its financial
adviser and for no one else in connection with the Acquisition and
other matters referred to in this announcement and will not be
responsible to anyone other than Accumuli for providing the
protections afforded to clients of MXC Capital or for providing
advice in relation to the Proposals, the content of this
announcement or any matter or arrangement referred to herein.
Oakley Capital Limited, which is authorised and regulated by the
FCA, is acting exclusively for Accumuli as its financial adviser
for the purposes of Rule 3 of the Takeover Code and no one else in
connection with the Acquisition and other matters referred to in
this announcement and will not be responsible to anyone other than
Accumuli for providing the protections afforded to clients of
Oakley Capital or for providing advice in relation to the
Proposals, the content of this announcement or any matter or
arrangement referred to herein.
finnCap Ltd, which is authorised and regulated by the FCA, is
acting as nominated adviser and corporate broker to Accumuli and
for no one else in connection with the Acquisition and other
matters referred to in this announcement and will not be
responsible to anyone other than Accumuli for providing the
protections afforded to clients of finnCap or for providing advice
in relation to the Proposals, the content of this announcement or
any matter or arrangement referred to herein.
Peel Hunt LLP, which is authorised and regulated by the FCA, is
acting as sponsor, corporate broker and joint financial adviser to
NCC Group and no one else in connection with the Acquisition and
other matters referred to in this announcement and will not regard
any other person as its client in relation to the matters set out
in this announcement and will not be responsible to anyone other
than NCC Group for providing the protections afforded to clients of
Peel Hunt, nor for providing advice in relation to any matter
referred to herein.
Rickitt Mitchell & Partners Limited, which is authorised and
regulated by the FCA, is acting as joint financial adviser to NCC
Group and no one else in connection with the Acquisition and other
matters referred to in this announcement and will not regard any
other person as its client in relation to the matters set out in
this announcement and will not be responsible to anyone other than
NCC Group for providing the protections afforded to clients of
Rickitt Mitchell, nor for providing advice in relation to any
matter referred to herein.
Overseas jurisdictions
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 Takeover 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.
Notice to US investors
The Acquisition related to the shares of an English company that
is not registered under the US Securities Exchange Act of 1934 (the
"US Exchange Act") and was made by means of a scheme of arrangement
provided for under English company law. A transaction effected by
means of a scheme of arrangement is not subject to the tender offer
rules or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition has been subject to the disclosure
requirements and practices applicable in the United Kingdom to
schemes of arrangement which differ from the disclosure
requirements in the United States tender offer and proxy
solicitation rules under the Exchange Act. Financial information
included (or incorporated by reference) in the Scheme Document has
been prepared in accordance with accounting standards applicable in
the United Kingdom that may not be comparable to financial
information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the United States.
Any securities to be issued in connection with the Acquisition
have not been and will not be registered under the US Securities
Act of 1933 (the "US Securities Act"), or under the securities laws
of any state, district or other jurisdiction of the United States.
Accordingly, such securities may not be offered, sold or delivered,
directly or indirectly, in or into such jurisdictions except
pursuant to exemptions from, or transactions not subject to, the
registration requirements of the United States. It is expected that
the New NCC Group Shares will be issued in reliance upon the
exemption from such registration provided by Section 3(a)(10) of
the US Securities Act. Under applicable US securities laws, persons
(whether or not US persons) who are or will be "affiliates" (within
the meaning of the US Securities Act) of NCC Group or Accumuli
prior to, or of the Enlarged Group after, the Effective Date will
be subject to certain transfer restrictions relating to the NCC
Group Shares received in connection with the Acquisition.
It may be difficult for US holders of Accumuli Shares to enforce
their rights and any claim arising out of US federal laws, since
NCC Group and Accumuli are located in a non-US jurisdiction and
some or all of their officers and directors may be residents of a
non-US jurisdiction. US holders of Accumuli Shares may not be able
to sue a non-US company or its officers or directors in a non-US
court for violations of the US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject
themselves to a US court's judgement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCWGUWUCUPAGWU
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