NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
11 July 2013
RECOMMENDED CASH ACQUISITION
of
Active Risk Group plc
by
Sword Aquila Limited
(a wholly owned subsidiary of Sword Group SE)
at a price of 35.2 pence per Active Risk Share
Summary
• The Boards of Active Risk Group plc ("Active Risk") and Sword Aquila Limited
("Sword Aquila") are pleased to announce that they have reached agreement on
the terms of a recommended cash acquisition under which Sword Aquila will
acquire the entire issued and to be issued share capital of Active Risk.
• It is intended that the Acquisition will be implemented by way of a Court
sanctioned scheme of arrangement under Part 26 of the Companies Act.
• Under the terms of the Acquisition, Scheme Shareholders will be entitled to
receive 35.2 pence in cash for each Active Risk Share held at the Scheme Record
Time.
• The consideration of 35.2 pence for each Active Risk Share values the entire
issued share capital of Active Risk at approximately £11.7 million and
represents a premium of approximately:
- 56.4 per cent. to the Closing Price of 22.5 pence per Active Risk Share on
10 July 2013, being the last Business Day prior to this Announcement; and
- 63.8 per cent. over the volume weighted average price of 21.5 pence per
Active Risk Share in the three months prior to 10 July 2013, being the last
Business Day prior to this Announcement.
• The cash consideration payable under the terms of the Acquisition will be
funded using existing cash resources of the Sword Group.
• The Active Risk Directors, who have been so advised by Altium, consider the
terms of the Acquisition to be fair and reasonable. In providing its advice,
Altium has taken into account the commercial assessments of the Active Risk
Directors. Altium is providing independent financial advice to the Active Risk
Directors for the purposes of Rule 3 of the Code.
• Accordingly, the Active Risk Directors intend unanimously to recommend Active
Risk Shareholders to vote in favour of the Scheme, as the Active Risk Directors
who are interested in Active Risk Shares have irrevocably undertaken to do (or
procure to be done) in respect of their and their connected persons' entire
beneficial holdings in Active Risk, amounting to, in aggregate, 684,375 Active
Risk Shares, representing approximately 2.05 per cent. of the existing issued
ordinary share capital of Active Risk.
• Sword Aquila has also received an irrevocable undertaking to vote in favour
of the Scheme from Richard Higgs in respect of 4,000,000 Active Risk Shares,
representing approximately 12.00 per cent. of the existing issued ordinary
share capital of Active Risk.
• Additionally, Sword Aquila has received letters of intent to vote in favour
of the Scheme from Sanne Trust Company Limited and Harwood Capital Management
LLP in respect of, in aggregate 6,314,995 Active Risk Shares representing
approximately 18.94 per cent. of the existing issued ordinary share capital of
Active Risk.
• In aggregate, therefore, as at the close of business on 10 July 2013, Sword
had received irrevocable undertakings and letters of intent to vote in favour
of the Scheme in respect of 10,999,370 Active Risk Shares, representing
approximately 32.98 per cent. of the existing issued ordinary share capital of
Active Risk. Further details of the irrevocable undertakings and letters of
intent are set out in Appendix III to this Announcement.
• Sword Aquila is a wholly owned subsidiary of Sword incorporated solely for
the purpose of making the Acquisition and implementation of the Scheme. Sword
is a NYSE-Euronext Paris listed international IT services group operating in 15
countries globally with over 1,000 staff, and providing its customers with high
added-value advisory and integration services.
• The Acquisition will be conditional, inter alia, on the satisfaction or
waiver of the Conditions and to certain further terms set out in Appendix I to
this Announcement and in the Scheme Document. Further details of the Scheme
(including the expected timetable) and the procedures to be followed by Active
Risk Shareholders to approve the Scheme will be set out in the Scheme Document
which, together with the Forms of Proxy, will be posted to Active Risk
Shareholders as soon as possible and in any event within 28 days of the date of
this Announcement.
Commenting on the Acquisition, Lynton Barker, Executive Chairman of Active
Risk, said:
"At a premium of 56.4 per cent. to the prevailing share price we firmly believe
that this offer delivers good value for our shareholders and, moreover, that
being part of the Sword Group will provide the scale, diversity and financial
resources necessary to assure long term sustainability and opportunity for our
staff and customers."
Commenting on the Acquisition, Jacques Mottard, Chairman of Sword, said:
"Active Risk has a strong product, with a diverse customer base, which will
provide wider commercial and development potential to Sword Group,
strengthening our governance, risk and compliance offering."
Enquiries:
Active Risk
Lynton Barker, Executive Chairman +44 (0) 1628 582500
Andrew Darby, Chief Operating Officer and Chief +44 (0) 1628 582500
Financial Officer
Altium (Financial Adviser to Active Risk)
Sam Fuller +44 (0) 20 7484 4040
Tim Richardson +44 (0) 20 7484 4040
Sword
Jacques Mottard, Chairman +352 6211 88790
Phil Norgate +44 (0)7788 583 088
Media Enquiries:
Biddicks (PR Adviser to Active Risk)
Katie Tzouliadis +44 (0) 20 3178 6378
This summary should be read in conjunction with, and is subject to, the
following full Announcement and the appendices.
The Acquisition will be made on the terms and subject to the conditions and
further terms set out in Appendix I to this Announcement and the further terms
and conditions set out in the Scheme Document and Forms of Proxy when issued.
The bases and sources of certain financial information contained in this
Announcement are set out in Appendix II to this Announcement. A summary of the
irrevocable undertakings given by the Active Risk Directors and the irrevocable
undertakings given by certain other Active Risk Shareholders is contained in
Appendix III to this Announcement. Certain terms used in this Announcement are
defined in Appendix IV to this Announcement.
Altium, which is authorised and regulated in the UK by the Financial Conduct
Authority, is acting exclusively for Active Risk and no one else in connection
with the Acquisition and this Announcement and will not be responsible to
anyone other than Active Risk for providing the protections afforded to clients
of Altium nor for providing advice in connection with the Acquisition or any
matter referred to herein.
This Announcement is for information purposes only and is not intended to and
does not constitute or form part of an offer to sell or an invitation to
purchase or otherwise subscribe for any securities or the solicitation of any
vote or approval or of an offer to buy securities, pursuant to the Acquisition
or otherwise. The Acquisition will be made solely by means of the Scheme
Document, which will contain the full terms and conditions of the Acquisition,
including details of how to vote in favour of the Scheme. Active Risk and Sword
will prepare the Scheme Document to be distributed to Active Risk Shareholders.
Active Risk and Sword urge Active Risk Shareholders to read the Scheme Document
when it becomes available because it will contain important information
relating to the Acquisition.
This Announcement does not constitute a prospectus or prospectus equivalent
document.
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.
Overseas 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 other jurisdictions should inform
themselves of, and observe, any applicable requirements.
Unless otherwise determined by Sword Aquila or required by the Code and
permitted by applicable law and regulation, the Acquisition will not be made,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction, and the Acquisition will not be
capable of acceptance from or within a Restricted Jurisdiction. Accordingly,
copies of this Announcement and all documentation relating to the Acquisition
are not being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from a Restricted Jurisdiction where
to do so would violate the laws in that jurisdiction, and persons receiving
this Announcement and all documents relating to the Acquisition (including
custodians, nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions as doing so may invalidate any
purported acceptance of the Acquisition.
The availability of the Acquisition to Active Risk Shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any applicable
requirements.
Further details in relation to overseas Active Risk Shareholders will be
contained in the Scheme Document.
Sword Aquila reserves the right to elect, with the consent of the Panel, to
implement the Acquisition by way of a Takeover Offer. In such event, the
Takeover Offer will be implemented on substantially the same terms, subject to
appropriate amendments, as those which would apply to the Acquisition.
The Acquisition relates to the shares in an English company and is proposed to
be made by means of a scheme of arrangement provided for under company law of
the United Kingdom. The scheme of arrangement will relate to the shares of a UK
company that is a `foreign private issuer' as defined under Rule 3b-4 under the
US Securities Exchange Act of 1934, as amended (the "Exchange Act").
A transaction effected by means of a scheme of arrangement is not subject to
the shareholder vote, proxy and tender offer rules under the Exchange Act.
Accordingly, the Acquisition is subject to the disclosure requirements and
practices applicable in the UK to schemes of arrangement, which differ from the
disclosure requirements and practices of US shareholder vote, proxy and tender
offer rules.
Financial information included in the relevant documentation will have been
prepared in accordance with accounting standards applicable in the UK that may
not be comparable to the financial statements of US companies.
If Sword Aquila exercises its right to implement the Acquisition by way of a
Takeover Offer, the Acquisition will be made in compliance with applicable US
laws and regulations, including applicable provisions of the tender offer rules
under the Exchange Act.
Forward looking statements
This Announcement, any oral statements made by Sword or Active Risk in relation
to the Acquisition and other information published by Sword or Active Risk may
contain statements about Sword and Active Risk that are or may be forward
looking statements. All statements other than statements of historical facts
included in this Announcement may be forward looking statements. Without
limitation, any statements preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "aims", "intends", "will", "may",
"anticipates", "estimates", "projects" or words or terms of similar substance
or the negative thereof, are forward looking statements. Forward looking
statements include statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and future
prospects; (ii) business and management strategies and the expansion and growth
of Sword's or Active Risk's operations and potential synergies resulting from
the Acquisition; and (iii) the effects of government regulation on Sword's or
Active Risk's business.
Such forward looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key assumptions.
Many factors could cause actual results to differ materially from those
projected or implied in any forward looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue reliance on
such forward looking statements. Sword and Active Risk disclaim any obligation
to update any forward looking or other statements contained herein, except as
required by applicable law.
Not a profit forecast
No statement in this Announcement is intended as a profit forecast or profit
estimate. No statement in this Announcement should be interpreted to mean that
the profits or earnings per share of (i) the Sword Group as enlarged by the
Acquisition, (ii) Sword and / or (iii) Active Risk for current or future
financial years will necessarily match or exceed the historical or published
profits or earnings per share of Sword or Active Risk, as the case may be.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in one 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 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 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 Code, any person who is, or becomes, interested in one
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 during the
Offer Period. 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 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 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 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.
Publication on website
A copy of this Announcement will be made available, free of charge subject to
certain restrictions relating to persons in Restricted Jurisdictions, at Active
Risk's website at www.activerisk.com by no later than 12 noon (London time) on
the Business Day following the date of this Announcement.
Neither the content of the website referred to in this Announcement nor the
content of any website accessible from hyperlinks on Active Risk's website (or
any other website) is incorporated into, or forms part of, this Announcement.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
11 July 2013
RECOMMENDED CASH ACQUISITION
of
Active Risk Group plc
by
Sword Aquila Limited
(a wholly owned subsidiary of Sword Group SE)
at a price of 35.2 pence per Active Risk Share
1 Introduction
The Boards of Active Risk and Sword Aquila are pleased to announce that they
have reached agreement on the terms of a recommended cash acquisition under
which Sword Aquila will acquire the entire issued and to be issued share
capital of Active Risk.
2 The Acquisition
It is intended that the Acquisition will be implemented by way of a Court
sanctioned scheme of arrangement under Part 26 of the Companies Act.
Pursuant to the Acquisition, which will be subject to the Conditions and
further terms set out below and in Appendix I to this Announcement and to the
full terms and conditions which will be set out in the Scheme Document, Scheme
Shareholders will receive:
for each Active Risk Share 35.2 pence in cash
The Acquisition values the entire issued share capital of Active Risk at
approximately £11.7 million.
The cash consideration of 35.2 pence for each Active Risk Share represents a
premium of approximately:
- 56.4 per cent. to the Closing Price of 22.5 pence per Active Risk Share on 10
July 2013, being the last Business Day prior to this Announcement; and
- 63.8 per cent. over the Volume Weighted Average Price of 21.5 pence per
Active Risk Share in the three months prior to 10 July 2013, being the last
Business Day prior to this Announcement.
3 Background to and reasons for the Acquisition
The Sword Aquila Directors and the Sword Directors believe that the Acquisition
will allow the Enlarged Group to:
• leverage the development of the Active Risk Group to date through the
application of the wider financial resources available to the Sword Group;
• enable the pooling of know-how currently available within the Active Risk
Group and the Sword Group, giving rise to synergistic benefits;
• provide scale in the market for Active Risk Group products, and provide
cross-selling opportunities for both Active Risk Group and Sword Group
products; and
• achieve revenue, cost and operational synergies.
4 Recommendation
The Active Risk Directors, who have been so advised by Altium, consider the
terms of the Acquisition to be fair and reasonable. In providing its advice,
Altium has taken into account the commercial assessments of the Active Risk
Directors. Altium is providing independent financial advice to the Active Risk
Directors for the purposes of Rule 3 of the Code.
Accordingly, the Active Risk Directors intend unanimously to recommend Active
Risk Shareholders to vote in favour of the Scheme at the Court Meeting and the
Special Resolutions to be proposed at the General Meeting, as the Active Risk
Directors who are interested in Active Risk Shares have irrevocably undertaken
to do (or procure to be done) in respect of their and their connected persons'
entire beneficial holdings in Active Risk, amounting to, in aggregate, 684,375
Active Risk Shares, representing approximately 2.05 per cent. of the existing
issued ordinary share capital of Active Risk.
5 Background to and reasons for the recommendation to Active Risk Shareholders
Active Risk's risk management software solution ("ARM") is recognised by
industry commentators as having advanced risk functionality which enables it to
focus on risk-adjusted investment decision making and risk evaluation for
corporate business objectives. ARM has been deployed successfully by blue chip
international companies on some of the world's most demanding projects.
However, as with many innovative solutions with variable sales cycles, the
timing of new licence sales has been difficult to predict and, as a single
product company, this has had a material impact on Active Risk's reported
trading performance and, consequently, its share price.
Active Risk remains a relatively small AIM company, with a market
capitalisation (based on the Closing Price of 22.5 pence per Active Risk Share
on 10 July 2013) of £7.50 million. As at 31 March 2013, Active Risk had audited
net assets of £1.9 million, including net cash of £2.7 million. Active Risk's
size constrains the number of opportunities it is able to pursue because
potential clients, which are predominantly large organisations, often demand
minimum scale or balance sheet criteria as a prerequisite to doing business. In
addition, Active Risk does not have the financial strength to undertake
acquisitions which would diversify its product portfolio. Therefore, the Active
Risk Directors recognise that there would be advantages from being part of a
larger group with greater diversity of product and a stronger balance sheet.
Active Risk's small market capitalisation also reduces the universe of
potentially interested investors in Active Risk Shares which in turn keeps
trading liquidity low, in general making it difficult for existing Active Risk
Shareholders to sell shares. The average daily trading volume in Active Risk
Shares for the 12 months to 10 July 2013 was 31,081 shares, representing just
0.09 per cent. of the existing issued ordinary share capital of Active Risk.
On 7 May 2013, Active Risk announced its preliminary results for the year ended
31 March 2013, reporting 13 per cent. growth in year on year revenues and a
return to profitability in the second half of the year. However, the
announcement also highlighted that trading conditions during the year ended 31
March 2013 had been difficult and that no significant improvement in trading
conditions was envisaged in the short term. In light of this, steps were taken
during the year to reduce Active Risk's fixed cost base, better positioning it
to deliver an improved performance, although no guarantees were given that this
was possible.
As far as the Active Risk Directors are aware, Active Risk has the only
comprehensive risk management software available today and, accordingly, they
believe that, over the longer term, opportunities to license this product could
be significant. However, the Active Risk Directors also recognise that as a
small, illiquid, single product company, Active Risk may not be ideally
positioned to drive value for its Shareholders from these opportunities. As a
result, the Active Risk Directors have been consistently reviewing the options
available to them to optimise Shareholder value, a process which has concluded
with the Acquisition.
The Active Risk Directors note Sword Aquila's reasons for the Acquisition, as
set out in paragraph 3 above, and recognise the value that Active Risk's
product could bring to the Sword Group's software solutions. The Active Risk
Directors believe that this is reflected in the terms of the Acquisition, which
provide Active Risk Shareholders with an opportunity to realise their entire
shareholding in cash at a substantial 56.4 per cent. premium to the Active Risk
Share price prevailing on 10 July 2013 (being the last Business Day prior to
this Announcement). The Active Risk Directors note that there can be no
guarantee that Active Risk Shareholders would otherwise be able to realise
their shareholdings in Active Risk at a price of 35.2 pence per Active Risk
Share or higher in the short to medium term.
Taking these factors into account, the Active Risk Directors intend unanimously
to recommend that Active Risk Shareholders vote in favour of the Scheme at the
Court Meeting and the Special Resolutions to be proposed at the General
Meeting.
6 Irrevocable undertakings and letters of intent
Sword Aquila has received irrevocable undertakings from each of the Active Risk
Directors who are interested in Active Risk Shares to vote, or procure the
vote, in favour of the Scheme at the Court Meeting and in favour of the Special
Resolutions to be proposed at the General Meeting, in respect of a total of
684,375 Active Risk Shares, representing approximately 2.05 per cent. of the
existing issued ordinary share capital of Active Risk.
In connection with the Acquisition, Sword Aquila has also received an
irrevocable undertaking to vote in favour of the Scheme at the Court Meeting
and in favour of the Special Resolutions to be proposed at the General Meeting
from Richard Higgs in respect of 4,000,000 Active Risk Shares, representing
approximately 12.00 per cent. of the existing issued ordinary share capital of
Active Risk.
Additionally, Sword Aquila has received letters of intent to vote in favour of
the Scheme from Sanne Trust Company Limited and Harwood Capital Management LLP
in respect of, in aggregate 6,314,995 Active Risk Shares representing
approximately 18.94 per cent. of the existing issued ordinary share capital of
Active Risk.
In aggregate, therefore, Sword Aquila has received irrevocable undertakings and
letters of intent in respect of a total of 10,999,370 Active Risk Shares,
representing approximately 32.98 per cent. of the existing issued ordinary
share capital of Active Risk.
Further details of these irrevocable undertakings (including the circumstances
in which they will fall away) and letters of intent are set out in Appendix III
to this Announcement.
7 Information on Sword Aquila and Sword
Sword Aquila is a wholly owned subsidiary of Sword and has been incorporated
solely for the purpose of making the Acquisition.
Sword Aquila was incorporated in England and Wales on 24 June 2013 and has not
traded since incorporation, nor has it entered into any obligations, other than
in connection with the Acquisition and the financing of the Acquisition. Sword
Aquila's registered office is at 20 Gresham Street, London EC2V 7JE.
Sword Shares have been traded on NYSE-Euronext Paris since 13 March 2002. Based
on the Closing middle market price of €11.89 per Sword Share on 10 July 2013
(being the latest Business Day prior to this Announcement), Sword has a market
capitalisation of approximately €110 million.
The Sword Group operates in 15 jurisdictions and has over 1,000 employees. It
was formed in 2000 through the acquisition of the assets of Decan Group, a
company specialising in secure payment and payment automation via the SWIFT
network. Sword became the holding company of the Sword Group on 22 June 2001.
On 30 January 2009, Sword became a societas europaea.
The audited consolidated accounts of Sword for the financial period ended 31
December 2012 showed revenue and profit before tax of €118 million (2011: €156
million) and €20 million (2011: €6.5 million) respectively, and net assets of €
267 million (2011: €301 million).
Sword is headquartered at 105 Route d'Arlon, L-8009, Strassen, Luxembourg.
Sword has two major business sectors:
Software Products
Sword Group's software products business stream is centred on the governance,
risk and compliance sector for more strongly regulated markets. Sword Achiever,
a risk management and compliance solution allowing for the management of
corporate reporting, controls and measurements is supplied to over 600 clients.
Sword Apak offers financial systems specialising in asset management and retail
banking, and the back and front office management of debits and credits,
handling transactions of values in the region of €15 billion per annum.
Solutions
Sword Group's solutions business, an IT services and communications
technologies offering, centres on risk management and compliance solutions.
Sword's solutions business strengthens its governance, risk and compliance
management offering through delivery of, amongst other things, enterprise
portals, customer relationship management solutions and enterprise content
management. Sword's solutions business operates primarily in the Benelux
region, France and Switzerland.
8 Information on Active Risk
Active Risk (formerly Strategic Thought Group plc) was founded in 1987. It is
headquartered in Maidenhead, United Kingdom and has overseas offices in the
United States and Australia. Its shares were admitted to trading on AIM in July
2005.
Active Risk delivers an enterprise risk management solution ("ARM") which is
designed to allow organisations to identify, analyse and manage risk more
effectively and to enable enhanced business performance. Active Risk has
deployed its ARM solution to blue chip international companies around the globe
including Lockheed Martin and Rio Tinto.
As set out in the Annual Report, in the year ended 31 March 2013 Active Risk
reported revenues of £8.2 million (2012: £7.3 million) and a loss before tax of
£0.5 million (2012: £1.7 million). As at 31 March 2013, total assets were £5.8
million (31 March 2012: £5.8 million) and net assets were £1.9 million (31
March 2012: £2.1 million).
9 Active Risk current trading and prospects
On 7 May 2013, the following statement was contained within Active Risk's
announcement of preliminary results for the year ended 31 March 2013:
"We took steps in the financial year under review to reduce the fixed cost base
given the tough market conditions. The full benefits of the savings we have
implemented will come through in the new financial year and while we do not
envisage any significant improvement in trading conditions, the business is now
better positioned to deliver an improved performance. I therefore believe that
we can build on the progress we made in the second half of the year."
Since 7 May 2013, Active Risk has continued to trade in line with the Active
Risk Directors' expectations.
10 Management, employees and locations
The Sword Aquila Directors and the Sword Directors have confirmed to the Active
Risk Directors that the existing employment rights, including pension rights,
of all Active Risk employees will be fully safeguarded on completion of the
Acquisition.
Each of the Active Risk Directors, being Lynton Barker, Andrew Darby, Alastair
Gordon and Iain Johnston, has agreed with Sword Aquila to resign from the board
of Active Risk conditionally upon the Scheme becoming Effective and with effect
from the Effective Date. Sword has indicated to Andrew Darby that following the
Effective Date it will consider him for a vacant senior financial role within
Sword Group and has discussed the requirements of the role and the potential
remuneration associated with it with him. No guarantees have been given or
offer made to Mr Darby with regards to this possible appointment.
Sword intends to create further value for its shareholders following completion
of the Acquisition by the organic growth of its existing GRC business,
supplemented by the addition of the Active Risk product to its software
solution portfolio. In particular Sword intends its strategy to be to:
• continue to increase its GRC market share through a wider offering of GRC
products, including those developed by Active Risk;
• utilise the cash resources available to Sword to accelerate the growth of the
existing Sword and Active Risk GRC business; and
• consider further acquisitions in the GRC sector to further enhance the
combination of the Sword and Active Risk GRC businesses.
The Sword Aquila Directors and the Sword Directors consider that their
strategic plans for Active Risk will have no repercussions on the employment of
Active Risk employees or the location of Active Risk's places of business.
Additionally the Sword Aquila Directors and the Sword Directors do not intend
to redeploy any of Active Risk's fixed assets.
The Active Risk Directors have given due consideration to Sword Aquila's stated
intentions for the management, employees and locations of Active Risk when
deciding to recommend the Acquisition.
11 Active Risk Share Option Scheme
Participants in the Active Risk Share Option Scheme will be contacted
separately regarding the effect of the Acquisition on their rights under the
Active Risk Share Option Scheme and appropriate proposals will be made to such
persons in due course. The Acquisition will extend to any Active Risk Shares
which are unconditionally allotted or issued before the Scheme Record Time as a
result of the exercise of existing options under the Active Risk Share Option
Scheme.
12 Financing the Acquisition
The Total Cash Consideration payable under the terms of the Acquisition will be
funded using the Sword Group's existing cash resources.
TLT LLP, solicitors to Sword Aquila and Sword, is satisfied that sufficient
resources are available to satisfy in full the Total Cash Consideration payable
to Active Risk Shareholders under the terms of the Acquisition.
13 Disclosures of interests in Active Risk Shares
Other than pursuant to the irrevocable undertakings referred to in paragraph 6
above, Sword confirms that, as at close of business on 10 July 2013, being the
last Business Day prior to this Announcement, none of Sword or any of its
directors or any person acting or deemed to be acting in concert with Sword
hold any interests in Active Risk Shares.
14 Structure of the Acquisition
It is intended that the Acquisition will be effected by way of a Court
sanctioned scheme of arrangement under Part 26 of the Companies Act. The Scheme
is an arrangement between Active Risk and the Scheme Shareholders and is
subject to the approval of the Court.
The purpose of the Scheme is to provide for Sword to become the holder of the
entire issued and to be issued ordinary share capital of Active Risk. This is
to be achieved by the cancellation of the Scheme Shares held by Scheme
Shareholders and the application of the reserve arising from such cancellation
in paying up in full such number of New Active Risk Shares which is equal to
the number of Scheme Shares cancelled and issuing such New Active Risk Shares
to Sword. Sword will subsequently pay the Cash Consideration to which Active
Risk Shareholders on the register of members at the Scheme Record Time are
entitled pursuant to the terms of the Acquisition.
To become effective, the Scheme will require, amongst other things, the
approval by a majority in number of those Scheme Shareholders voting, either in
person or by proxy, at the Court Meeting (or any adjournment thereof)
representing at least 75 per cent. in value of all Scheme Shares voted at the
Court Meeting and the passing by Active Risk Shareholders of the Special
Resolutions to be proposed at the General Meeting (or any adjournment thereof)
(requiring the approval of Active Risk Shareholders representing at least 75
per cent. of the votes cast on such Special Resolutions at the General Meeting)
necessary to implement the Scheme (including approving appropriate amendments
to the articles of association of Active Risk and approving the Reduction of
Capital). In addition, the Scheme must be sanctioned, and the Reduction of
Capital must be confirmed, by the Court.
The Scheme will also be subject to the satisfaction or waiver of the Conditions
and certain further terms to be set out in the Scheme Document. In accordance
with the Code, the Scheme will not become effective if the Acquisition is
referred to the UK Competition Commission or the European Commission initiates
proceedings under Article 6(1)(c) of the Regulation prior to the Court Meeting
and the General Meeting.
Once the necessary approvals from Active Risk Shareholders have been obtained
and the other Conditions have been satisfied or (where applicable) waived, the
Scheme will become Effective upon the delivery of the Reduction Court Order to
the Registrar of Companies. The Scheme is expected to become Effective by 29
August 2013. If the Scheme does not become effective by not later than 185 days
after the date of this Announcement, it will lapse and the Acquisition will not
proceed (unless the parties agree otherwise with the consent of the Panel and
(if required) the Court allows).
Upon the Scheme becoming Effective, it will be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting or the General Meeting.
The New Active Risk Shares to be issued to Sword Aquila pursuant to the Scheme
will be issued fully paid and free from all licences, charges, equities,
encumbrances, rights of pre-emption and any other interests of any nature
whatsoever and together with all rights attaching thereto, including voting
rights and the rights to receive and retain in full all dividends and other
distributions declared, made or paid on or after the date of their issue.
Sword reserves the right, with the consent of the Panel (where necessary), to
elect to implement the Acquisition by way of a Takeover Offer as an alternative
to the Scheme. Any such Takeover Offer will be subject to acceptances being
received in respect of Active Risk Shares which, together with any Active Risk
Shares held or acquired or agreed to be acquired by Sword and parties acting in
concert with it, carry in aggregate more than 50 per cent. of the voting rights
exercisable at a general meeting of Active Risk and will otherwise be
implemented on the same terms (subject to appropriate amendments), so far as
applicable, as those which would apply to the Scheme, and in compliance with
applicable laws and regulations.
Further details of the Scheme, including the expected timetable of the Scheme
and how Scheme Shareholders may participate in the Court Meeting and General
Meeting, will be contained in the Scheme Document. It is expected that the
Scheme Document, containing notices of the Court Meeting and the General
Meeting together with the Forms of Proxy, will be posted to Active Risk
Shareholders and (for information purposes only) to participants in the Active
Risk Share Option Scheme, as soon as practicable and in any event by no later
than 28 days after the date of this Announcement.
15 Overseas Shareholders
The availability of the Acquisition or distribution of this Announcement to
persons not resident in the United Kingdom may be prohibited or affected by the
laws of the relevant jurisdictions. Such persons should inform themselves
about, and observe, any applicable requirements. Further details in relation to
overseas Active Risk Shareholders will be contained in the Scheme Document.
16 Delisting and re-registration
Upon or shortly after the Effective Date, Sword intends to procure that Active
Risk makes an application to cancel the admission to trading in Active Risk
Shares on AIM.
Sword also intends that on or following the Effective Date and after the
cancellation of its admission to trading of its shares on AIM, Active Risk will
be re-registered as a private limited company pursuant to the relevant
provision of the Companies Act.
17 Active Risk issued share capital
In accordance with Rule 2.10 of the Code, Active Risk confirms that as at the
close of business on 10 July 2013, being the last Business Day prior to this
Announcement, there were 33,346,769 Active Risk Shares (ISIN GB00B09VL770) in
issue.
18 Offer-related arrangements
Active Risk and Sword have entered into a confidentiality agreement dated 25
April 2013 pursuant to which Sword has undertaken to keep certain information
relating to (i) the Acquisition and (ii) Active Risk, confidential and not to
disclose such information to third parties, except (i) to certain permitted
disclosees for the purposes of evaluating and advising upon the Acquisition and
(ii) if required by applicable laws and regulations.
The remuneration committee of the Active Risk Board has recommended that,
conditionally upon the Scheme becoming effective (or any subsequent offer for
the Company becoming wholly unconditional), the Executive Directors each
receive a bonus in recognition of the time and effort expended by them in
connection with the Scheme and with other strategic alternatives which have
been investigated over an extended period and of the resultant restrictions
which have prevented the implementation of alternative management incentive
plans (the "Bonuses"). The trustees of Active Risk's Employee Benefit Trust
(the "EBT") will be instructed to pay the Bonuses, which amount to £210,000 for
each Executive Director, from the Cash Consideration receivable by the EBT as a
result of its holding in Active Risk Shares, thus minimising the impact of the
Bonuses on the Company's funds.
19 Documents on display
Copies of this Announcement, the confidentiality agreement referred to in
paragraph 18 above and the irrevocable undertakings referred to in paragraph 6
above and summarised in Appendix III to this Announcement will be made
available, subject to certain restrictions relating to persons resident in any
Restricted Jurisdiction, on Active Risk's website (www.activerisk.com) by no
later than 12 noon on the day following the date of this Announcement until the
end of the Offer Period.
20 General
The Acquisition will be made subject to the Conditions and further terms set
out in Appendix I to this Announcement and to those terms which will be set out
in the Scheme Document and the Forms of Proxy. The Scheme Document will include
full details of the Scheme, together with notices of the Court Meeting and the
General Meeting and the expected timetable of the Acquisition. The Acquisition
will be subject to the applicable requirements of the Code, the Panel, the
London Stock Exchange and the FCA.
The bases and sources of certain financial information contained in this
Announcement are set out in Appendix II to this Announcement. A summary of the
irrevocable undertakings is contained in Appendix III to this Announcement.
Certain terms used in this Announcement are defined in Appendix IV to this
Announcement.
Enquiries:
Active Risk
Lynton Barker, Executive Chairman +44 (0) 1628 582500
Andrew Darby, Chief Operating Officer and Chief Financial +44 (0) 1628 582500
Officer
Altium (Financial Adviser to Active Risk)
Sam Fuller +44 (0) 20 7484 4040
Tim Richardson +44 (0) 20 7484 4040
Sword
Jacques Mottard, Chairman +352 6211 88790
Phil Norgate +44 (0)7788 583 088
Media Enquiries:
Biddicks (PR Adviser to Active Risk)
Katie Tzouliadis +44 (0) 20 3178 6378
The Acquisition will be made on the terms and subject to the conditions and
further terms set out herein and in Appendix I to this Announcement and the
further terms and conditions set out in the Scheme Document and Forms of Proxy
when issued. The bases and sources of certain financial information contained
in this Announcement are set out in Appendix II to this Announcement. A summary
of the irrevocable undertakings given by the Active Risk Directors and the
irrevocable undertakings given by certain other Active Risk Shareholders is
contained in Appendix III to this Announcement. Certain terms used in this
Announcement are defined in Appendix IV to this Announcement.
Altium, which is authorised and regulated in the UK by the Financial Conduct
Authority, is acting exclusively for Active Risk and no one else in connection
with the Acquisition and this Announcement and will not be responsible to
anyone other than Active Risk for providing the protections afforded to clients
of Altium nor for providing advice in connection with the Acquisition or any
matter referred to herein.
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
purchase or otherwise subscribe for any securities or the solicitation of any
vote or approval or of an offer to buy securities, pursuant to the Acquisition
or otherwise. The Acquisition will be made solely by means of the Scheme
Document, which will contain the full terms and conditions of the Acquisition,
including details of how to vote in favour of the Scheme. Active Risk will
prepare the Scheme Document to be distributed to Active Risk Shareholders.
Active Risk and Sword urge Active Risk Shareholders to read the Scheme Document
when it becomes available because it will contain important information
relating to the Acquisition.
This Announcement does not constitute a prospectus or prospectus equivalent
document.
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.
Overseas 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 other jurisdictions should inform
themselves of, and observe, any applicable requirements.
Unless otherwise determined by Sword Aquila or required by the Code and
permitted by applicable law and regulation, the Acquisition will not be made,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction, and the Acquisition will not be
capable of acceptance from or within a Restricted Jurisdiction. Accordingly,
copies of this Announcement and all documentation relating to the Acquisition
are not being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from a Restricted Jurisdiction where
to do so would violate the laws in that jurisdiction, and persons receiving
this Announcement and all documents relating to the Acquisition (including
custodians, nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions as doing so may invalidate any
purported acceptance of the Acquisition.
The availability of the Acquisition to Active Risk Shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any applicable
requirements.
Further details in relation to overseas Active Risk Shareholders will be
contained in the Scheme Document.
Sword Aquila reserves the right to elect, with the consent of the Panel, to
implement the Acquisition by way of a Takeover Offer. In such event, the
Takeover Offer will be implemented on substantially the same terms, subject to
appropriate amendments, as those which would apply to the Acquisition.
The Acquisition relates to the shares in an English company and is proposed to
be made by means of a scheme of arrangement provided for under company law of
the United Kingdom. The scheme of arrangement will relate to the shares of a UK
company that is a `foreign private issuer' as defined under Rule 3b-4 under the
US Securities Exchange Act of 1934, as amended (the "Exchange Act").
A transaction effected by means of a scheme of arrangement is not subject to
the shareholder vote, proxy and tender offer rules under the Exchange Act.
Accordingly, the Acquisition is subject to the disclosure requirements and
practices applicable in the UK to schemes of arrangement, which differ from the
disclosure requirements and practices of US shareholder vote, proxy and tender
offer
Financial information included in the relevant documentation will have been
prepared in accordance with accounting standards applicable in the UK that may
not be comparable to the financial statements of US companies.
If Sword Aquila exercises its right to implement the Acquisition by way of a
Takeover Offer, the Acquisition will be made in compliance with applicable US
laws and regulations, including applicable provisions of the tender offer rules
under the Exchange Act.
Forward looking statements
This Announcement, any oral statements made by Sword, Sword Aquila or Active
Risk in relation to the Acquisition and other information published by Sword or
Active Risk may contain statements about Sword, Sword Aquila and Active Risk
that are or may be forward looking statements. All statements other than
statements of historical facts included in this Announcement may be forward
looking statements. Without limitation, any statements preceded or followed by
or that include the words "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "projects" or words or
terms of similar substance or the negative thereof, are forward looking
statements. Forward looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition, dividend
policy, losses and future prospects; (ii) business and management strategies
and the expansion and growth of Sword's or Active Risk's operations and
potential synergies resulting from the Acquisition; and (iii) the effects of
government regulation on Sword's or Active Risk's business.
Such forward looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key assumptions.
Many factors could cause actual results to differ materially from those
projected or implied in any forward looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue reliance on
such forward looking statements. Sword and Active Risk disclaim any obligation
to update any forward looking or other statements contained herein, except as
required by applicable law.
Not a profit forecast
No statement in this Announcement is intended as a profit forecast or profit
estimate. No statement in this Announcement should be interpreted to mean that
the profits or earnings per share of (i) the Sword Group as enlarged by the
Acquisition, (ii) Sword and/or (iii) Active Risk for current or future
financial years will necessarily match or exceed the historical or published
profits or earnings per share of Sword or Active Risk, as the case may be.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in one 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 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 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 Code, any person who is, or becomes, interested in one
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 during the
Offer Period. 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 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 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 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 Active Risk Shareholders
Please be aware that addresses, electronic addresses and certain information
provided by Active Risk Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Active Risk may be
provided to Sword during the Offer Period as required under Section 4 of
Appendix 4 of the Code to comply with Rule 2.12 (c).
Publication on website
A copy of this Announcement will be made available, free of charge subject to
certain restrictions relating to persons in Restricted Jurisdictions at Active
Risk's website at www.activerisk.com by no later than 12 noon (London time) on
the Business Day following the date of this announcement.
Neither the content of the website referred to in this Announcement nor the
content of any website accessible from hyperlinks on Active Risk's website (or
any other website) is incorporated into, or forms part of, this Announcement.
APPENDIX I
CONDITIONS TO THE IMPLEMENTATION OF THE SCHEME
AND THE PROPOSALS
The Proposals are conditional upon the Scheme becoming unconditional and
becoming Effective, subject to the Code, by not later than 185 days after the
date of this Announcement or such later date, if any, as Sword Aquila and
Active Risk may with the consent of the Panel agree and (if required) the Court
may allow.
Part A: Conditions to the Scheme
1 The Scheme is conditional upon:
(a) approval of the Scheme by a majority in number, representing 75 per cent.
or more in value of the holders of Scheme Shares (or the relevant class or
classes thereof) entitled to vote, present and voting, either in person or by
proxy, at the Court Meeting (or at any adjournment of such meeting);
(b) all resolutions required to implement the Scheme and set out in the notice
of the General Meeting being duly passed by the requisite majority at the
General Meeting (or at any adjournment of such meeting) and not being
subsequently revoked;
(c) the sanction of the Scheme by the Court (with or without modification but
subject to any modification being on terms acceptable to Active Risk and Sword
Aquila), and an office copy of the Scheme Court Order being delivered for
registration with the Registrar of Companies; and
(d) the confirmation of the Reduction of Capital (with or without modification
but subject to any modification being on terms acceptable to Active Risk and
Sword Aquila), and an office copy of the Reduction Court Order and the
Statement of Capital attached thereto being delivered for registration with the
Registrar of Companies.
Part B: Conditions to the Proposals
2 Subject to Part C below and to the requirements of the Panel, application to
the Court to sanction the Scheme and to confirm the Reduction of Capital will
not be made unless the Conditions at paragraphs 1(a) and 1(b) have been
fulfilled and unless immediately prior to the Scheme Court Hearing the
following Conditions (as amended, if appropriate) have been satisfied (where
capable of satisfaction) or, where applicable, waived:
(a) no Third Party having, without the consent or agreement of Sword Aquila
prior to the Effective Date instituted, implemented or threatened (and in each
case, not having withdrawn the same), and there not continuing to be
outstanding, any action, application, proceeding, suit, investigation, inquiry
or reference, and no Third Party having required, made or proposed any action
to be taken or information to be provided or otherwise having done anything or
having enacted, made or proposed any statute, regulation, decision or order
(and, in each case, not having withdrawn the same) which, in each case would be
material in the context of the Wider Active Risk Group when taken as a whole
and would or might reasonably be likely to:
(i) make the Scheme, its implementation or the acquisition or proposed
acquisition by Sword of any shares or other securities in, or control of,
Active Risk or any member of the Active Risk Group void, illegal or
unenforceable in any relevant jurisdiction, or otherwise, directly or
indirectly, materially restrain, prevent, prohibit, restrict or delay the same
or impose additional material conditions or obligations with respect to the
Scheme or such acquisition, or otherwise materially impede, challenge or
interfere with the Scheme or such acquisition, or require material amendment to
the terms of the Scheme or the acquisition or proposed acquisition of any
Active Risk Shares or the acquisition of control of Active Risk or the Active
Risk Group by Sword or any member of the Sword Group;
(ii) limit or delay the proposed acquisition of control of Active Risk by Sword
or any member of the Wider Sword Group;
(iii) require, prevent or materially delay a divestiture, or materially alter
the terms envisaged for such divestiture by Sword Aquila or any member of the
Wider Sword Group of any Active Risk Shares or any shares of any other member
of the Active Risk Group;
(iv) require, prevent or materially delay a divestiture, or materially alter
the terms envisaged for such divestiture by Sword Aquila or any member of the
Wider Sword Group or by any member of the Wider Active Risk Group, in any such
case, of all or any material portion of their respective businesses, assets or
properties or impose any limitation on the ability of any of them to conduct
all or any material portion of their respective businesses (or any of them) or
to own their respective assets or properties;
(v) impose any material limitation on, or result in a material delay in, the
ability of Sword Aquila or the Wider Sword Group directly or indirectly to
acquire or to hold or to exercise effectively, all or any rights of ownership
in respect of shares or other securities (or the equivalent) in any member of
the Active Risk Group;
(vi) except pursuant to the Scheme and section 974 to 991 of the Act, require
any member of the Wider Sword Group or of the Wider Active Risk Group to
acquire, or to offer to acquire, any shares or other securities (or the
equivalent) in any member of the Wider Active Risk Group owned by any third
party;
(vii) impose any limitation on the ability of any member of the Wider Sword
Group or any member of the Wider Active Risk Group to integrate or co-ordinate
all or any part of its business with all or any part of the business of any
member of the Wider Sword Group and/or the Wider Active Risk Group; or
(viii) otherwise affect adversely any or all of the business, assets, profits
or financial or trading position of any member of the Sword Group or any member
of the Active Risk Group in any way which in each case is material in the
context of the Sword Group or the Active Risk Group taken as a whole,
and all applicable waiting and other time periods (including any extension
thereof) during which any Third Party could decide to take, institute,
implement or threaten any such action, proceeding, suit, investigation, enquiry
or reference or take any other step under the laws of any jurisdiction in which
any member of the Active Risk Group is incorporated or carries on business in
respect of the Scheme or the acquisition or proposed acquisition of any Active
Risk Shares having expired, lapsed or been terminated;
(b) all necessary notifications, filings and applications having been made and
all applicable waiting and other time periods (including any extensions
thereof) under any applicable legislation and regulations in any jurisdiction
in which the Active Risk Group is incorporated or carries on business having
expired, lapsed or been waived or terminated and all necessary statutory and
regulatory obligations in any such jurisdiction having been complied with or
obtained as are necessary in connection with the Scheme or the Proposals or
their implementation or the acquisition by Sword or any member of the Sword
Group of any shares or other securities (or the equivalent) in, or control of,
Active Risk or any member of the Wider Active Risk Group or the carrying on by
the Active Risk Group of its business and all material Authorisations and
determinations necessary or reasonably deemed necessary by Sword in any
jurisdiction in which the Active Risk Group is incorporated or carries on
business for or in respect of the Scheme or the Proposals or their
implementation or the acquisition of any shares or other securities (or the
equivalent) in, or control of, Active Risk or any member of the Wider Active
Risk Group by Sword or any member of the Sword Group having been obtained on
terms and in a form reasonably satisfactory to Sword from all appropriate
relevant authorities or persons with whom any member of the Active Risk Group
has entered into contractual arrangements in relation to the carrying on of the
business of the Active Risk Group where in each case the absence of the same
would have a material adverse effect on the Wider Sword Group taken as a whole
and all such material Authorisations and determinations remaining in full force
and effect at the time when the Scheme becomes Effective and there being no
notice or intimation of an intention to revoke, suspend, materially adversely
restrict, materially adversely modify or not to renew such material
Authorisations and determinations in consequence of the Scheme becoming
effective, in each case where the absence of the same would have a material
adverse effect on the Wider Active Risk Group taken as a whole and all
statutory and regulatory obligations in any jurisdiction in which the Active
Risk Group is incorporated or carries on business having been complied with in
all material respects and no temporary restraining order, preliminary or
permanent injunction or other order having been issued and being in effect by a
court or other Third Party of competent jurisdiction which has the effect of
making the Scheme or the Proposals illegal or otherwise prohibiting the
consummation of the Scheme or the Proposals;
(c) save as Fairly Disclosed there being no provision of any arrangement,
agreement, licence, permit, lease, franchise or other instrument to which any
member of the Wider Active Risk Group is a party or by or to which any such
member or any of its assets is bound or subject which, in each case, as a
consequence of the Scheme or the Proposals or the acquisition or the proposed
acquisition by Sword or any member of the Sword Group of any shares in Active
Risk or any member of the Wider Active Risk Group or because of a change in the
control of any member of the Wider Active Risk Group, would or might reasonably
be expected to result, in any case to an extent which is material in the
context of the Active Risk Group when taken as a whole, in;
(i) any monies borrowed by, or any other material indebtedness or material
liabilities, actual or contingent, of or any grant available to any member of
the Active Risk Group being or becoming repayable, or capable of being declared
repayable immediately or prior to its or their stated maturity or repayment
date, or the ability of any such member to borrow monies or incur any
indebtedness being withdrawn or inhibited;
(ii) any material rights, liabilities, obligations, interests or business of
any member of the Active Risk Group under any such arrangement, agreement,
licence, permit, lease, franchise or instrument being terminated or adversely
modified or affected or any onerous obligation or any material liability
arising or any adverse action being taken thereunder;
(iii) any member of the Active Risk Group ceasing to be able to carry on any
material part of its business under any name under which it presently does so;
(iv) any material asset, property or interest of any member of the Wider Active
Risk Group being or falling to be disposed of or charged in any manner
howsoever or any right arising under which any such asset or interest could be
required to be disposed of or charged, in each case other than in the ordinary
course of business;
(v) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or assets of any
member of the Active Risk Group or any such mortgage, charge or other security
interest (whether existing or having arisen) becoming enforceable or being
enforced;
(vi) the financial or trading position of or the long term prospects or the
value of any member of the Active Risk Group being prejudiced or adversely
affected;
(vii) the creation or assumption of any liability (actual or contingent) by any
member of the Active Risk Group which liability is outside the ordinary course
of business; or
(viii) any member of the Active Risk Group being required to acquire or repay
or repurchase any shares in and/or indebtedness of any member of the Active
Risk Group owned by any third party;
and no event having occurred which, under any provision of any arrangement,
agreement, licence, permit, lease, franchise or other instrument to which any
member of the Wider Active Risk Group is a party or by or to which any such
member or any of its assets is bound or subject would result, to an extent
which is material and adverse in the context of the Active Risk Group taken as
a whole, in any of the events or circumstances as are referred to in paragraph
(i) to (viii) inclusive of this Condition 3(c);
(d) since 31 March 2013 and save as Fairly Disclosed or otherwise as a result
of the Proposals, no member of the Active Risk Group having:
(i) issued or agreed to issue or authorised or issued a notice to its
shareholders proposing the issue of additional shares of any class, or
securities convertible into, or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares or convertible securities
or sold any shares out of treasury (save as between Active Risk and
wholly-owned subsidiaries of Active Risk or between any members of the Wider
Active Risk Group and save for the issue of Active Risk Shares on the exercise
of options granted under Active Risk Share Option Schemes);
(ii) recommended, declared, paid or made any bonus in respect of shares,
dividend or other distribution whether payable in cash or otherwise (other than
to Active Risk or one of its wholly-owned subsidiaries);
(iii) (save for transactions exclusively between members of the Active Risk
Group) made any change in its loan capital or effected or implemented any
merger or demerger or acquired, disposed of, transferred, mortgaged, charged or
granted security over any body corporate, partnership or business or acquired
or disposed of, or, other than in the ordinary course of business, transferred,
mortgaged or charged or created any security interest over, any asset or any
right, title or interest in any asset (including shares in subsidiaries and
trade investments) which in any case would be material in the context of the
Wider Active Risk Group when taken as a whole;
(iv) save for transactions exclusively between members of the Active Risk Group
or transactions carried out by members of the Active Risk Group in the ordinary
course of business issued or authorised the issue of any debentures or incurred
or increased any indebtedness, or become subject to any actual or contingent
liability which in any case would be material in the context of the Wider
Active Risk Group when taken as a whole;
(v) entered into, other than in the ordinary course of business, or varied any
contract, transaction, arrangement or commitment (whether in respect of capital
expenditure or otherwise) which is of a loss-making, long term, unusual or
onerous nature, or which involves or could be reasonably expected to involve an
obligation of such a nature and magnitude which, in any such case, is material
in the context of the Wider Active Risk Group taken as a whole;
(vi) other than as agreed in writing with Sword or set out in this document,
entered into or varied in any material respect or made any offer (which remains
open for acceptance) to enter into or change in any material respect the terms
of any contract, service agreement or arrangement with any director or senior
executive of Active Risk Group;
(vii) (other than pursuant to the Scheme and save also for any transaction(s)
between any members of the Wider Active Risk Group) implemented, effected or
authorised any merger, demerger, reconstruction, amalgamation, commitment,
scheme or other transaction or arrangement which would be restrictive on the
business of the Wider Active Risk Group taken as a whole and which in any case
is material in the context of the Wider Active Risk Group taken as a whole;
(viii) purchased, redeemed or repaid or taken any corporate action to propose
the purchase, redemption or repayment of any of its own shares or other
securities (or the equivalent) or reduced or made any other change to any part
of its share capital save as contemplated by the Scheme and save also for
transactions between members of the Wider Active Risk Group and for any issue
of Active Risk Shares pursuant to the Active Risk Share Option Schemes;
(ix) waived or compromised any claim other than in the ordinary course of
business as presently conducted where such claim is material to the Active Risk
Group taken as a whole;
(x) (other than in connection with the Scheme or the Proposals) made any
alteration to its memorandum or articles of association or other constitutional
documents;
(xi) taken or publicly announced an intention to take any corporate action or
had any petition presented or order made for its winding-up (voluntary or
otherwise), dissolution, reorganisation or for the appointment of any
administrator, receiver, administrative receiver, trustee or similar officer or
other encumbrancer of all or any of its assets or revenues or any analogous
event, proceedings or steps having occurred in any jurisdiction or had any
analogous person appointed which in any case would be material in the context
of the Wider Active Risk Group when taken as a whole;
(xii) been unable, or admitted in writing that it is unable, to pay its debts
or having stopped or suspended (or threatened to stop or suspend) payment of
its debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business;
(xiii) made or agreed or consented to any significant change to the terms of
any pension schemes established for its directors, employees or their
dependants or to the benefits which accrue, or to the pensions which are
payable, thereunder, or to the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or determined or to
the basis upon which the liabilities (including pensions) of such pension
schemes are funded or made;
(xiv) (other than in connection with the Scheme) proposed, agreed to provide or
modified the terms of any share option scheme, incentive scheme or, other than
in the ordinary course of business, other benefit relating to the employment or
termination of employment of any person employed by the Wider Active Risk Group
in any case in a manner which is material in the context of the Wider Active
Risk Group taken as a whole;
(xv) other than in the ordinary course of business, entered into any contract,
commitment, agreement or arrangement or passed any resolution or made any offer
(which remains open for acceptance) with respect to, or authorised or announced
any intention to effect or propose, any of the transactions, matters or events
referred to in this Condition 3(d);
(e) since 31 March 2013 and save as Fairly Disclosed:
(i) there having been no adverse change or material deterioration in the
business, assets, financial or trading position or profits or the prospects of
any member of the Wider Active Risk Group;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings having been threatened, announced or instituted by or against or
remaining outstanding against any member of the Wider Active Risk Group or to
which any member of the Wider Active Risk Group is or may reasonably be
expected to become a party (whether as plaintiff or claimant or defendant or
otherwise) and no enquiry or investigation by, or complaint or reference to,
any Third Party having been threatened, announced, instituted or remaining
outstanding against any member of the Wider Active Risk Group which, in any
such case, is material in the context of the Wider Active Risk Group taken as a
whole; or
(iii) no contingent or other liability having arisen which would adversely or
might reasonably be expected adversely to affect the business, assets,
financial or trading position or profits or prospects of any member of the
Wider Active Risk Group and which is material in the context of the Active Risk
Group taken as a whole; or
(f) Save as Fairly Disclosed, Sword Aquila not having discovered after the date
of this document that:
(i) any financial, business or other information concerning the Active Risk
Group publicly announced or disclosed in writing to or on behalf of Sword
Aquila at any time by or on behalf of any member of the Wider Active Risk Group
is in any material way misleading, contains any material misrepresentation of
fact or omits to state a fact necessary to make the information contained
therein not misleading in any material respect and which was not corrected
before the date of Announcement of the Proposals either by public disclosure
through a Regulatory Information Service or by a written disclosure to Sword,
Sword Aquila or their respective professional advisers; or
(ii) any member of the Wider Active Risk Group is subject to any liability
otherwise than in the ordinary course of business, whether actual, contingent
or otherwise, which is not disclosed in the Annual Accounts and which is
material in the context of the Wider Active Risk Group taken as a whole; or
(iii) any information which materially affects the import of any information
disclosed at any time to any member of the Sword Group by or on behalf of the
Wider Active Risk Group which is material in the context of the Wider Active
Risk Group taken as a whole.
Part C: Further terms of the Proposals
3 Save with the consent of the Panel, the Scheme will lapse and the Scheme or
the Takeover Offer will not proceed if, before the date of the Meetings, the
Proposals are referred to the UK Competition Commission or the European
Commission initiates proceedings under Article 6(1)(c) of the Regulation.
4 Sword Aquila reserves the right to waive in whole or in part all or any of
the above Conditions except Condition 1.
5 If Sword Aquila or any member of the Sword Group is required by the Panel to
make an offer for Active Risk Shares under the provisions of Rule 9 of the
Code, Sword Aquila may make such alterations to the terms and conditions of the
offer as are necessary to comply with the provisions of that rule, and such
offer shall be subject to the terms and conditions as so amended.
6 Each of Sword Aquila and Sword reserves the right to elect (with the consent
of the Panel (if required)) to implement the acquisition of the Active Risk
Shares by way of a Takeover Offer as an alternative to the Scheme. Any such
Takeover Offer will be subject to an acceptance condition set at 90 per cent
(or such lesser percentage (being more than 50 per cent) as Sword Aquila or
Sword may decide) of (i) the Active Risk Shares to which such Takeover Offer
relates and (ii) the voting rights normally exercisable at a general meeting of
Active Risk. Any such Takeover Offer will be implemented on the same terms
(subject to appropriate amendments) as those which would apply to the Scheme
and in compliance with applicable laws and regulations. Further, if sufficient
acceptances of such Takeover Offer are received and/or sufficient Active Risk
Shares are otherwise acquired, it is the intention of Sword Aquila and Sword to
apply the provisions of the Companies Act 2006 to acquire compulsorily any
outstanding Active Risk Shares to which such Takeover Offer relates.
7 The availability of the Proposals to persons not resident in the UK may be
affected by the laws of the relevant jurisdictions. Persons who are not
resident in the UK should inform themselves about and observe any applicable
requirements.
8 Under Rule 13.4 of the Code, Sword Aquila may only invoke a Condition so as
to cause the Scheme to proceed, to lapse or to be withdrawn where the
circumstances which give rise to the right to invoke the Conditions are of
material significance to Sword Aquila in the context of the Proposals. The
Conditions contained in paragraph 1 above are not subject to Rule 13.4 of the
Code.
9 New Active Risk Shares will be acquired pursuant to the Offer fully paid and
free from all liens, charges, equitable interest, encumbrances, rights of
pre-emption and any other rights and interest of any nature whatsoever and
together with all rights now and hereafter attaching thereto, including voting
rights and the right to retain in full all dividends and other distributions
(if any) declared, made or paid on or after the date of this Announcement.
The Scheme will be governed by English law and be subject to the jurisdiction
of the English courts. The Scheme will be subject to the applicable
requirements of the Code, the Panel, the London Stock Exchange, the FCA and the
AIM Rules. In addition, it will be subject to the terms and conditions set out
in the Scheme Document.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement:
(i) The value placed by the Acquisition on the existing issued share capital of
Active Risk (approximately £11.7 million) is based on 33,346,769 Active Risk
Shares in issue on 10 July 2013, being the last Business Day prior to the date
of this Announcement. There are options and rights over a further 907,345 new
Active Risk Shares which are in the money at the Offer Price and which are
expected to be exercised prior to the Scheme Record Time.
(ii) Unless otherwise stated all closing share prices for Active Risk Shares
referred to in this Announcement are closing middle market quotations derived
from the Daily Official List of the London Stock Exchange.
(iii) Unless otherwise stated, the financial information relating to Active
Risk is extracted from the Annual Report of Active Risk for the financial year
to 31 March 2013.
(iv) The premium calculations to the price per Active Risk Share have been
calculated by reference to a price of 22.5 pence per Active Risk Share, being
the Closing Price on 10 July 2013, the Business Day prior to this Announcement.
(v) The premium calculations to the Volume Weighted Average Price per Active
Risk Share have been calculated by reference to the volume weighted average of
the daily volume weighted price, being 21.5 pence per Active Risk Share over
the three month prior to this Announcement (sourced from Datastream).
APPENDIX III
IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT
Active Risk Directors
The Active Risk Directors have given irrevocable undertakings to vote (or
procure the vote) in favour of the Acquisition as follows:
Name Number of % of Active
Active Risk Risk Shares
Shares in issue
Lynton Barker 556,250 1.67
Andrew Darby 50,000 0.15
Alastair Gordon 78,125 0.23
Total 684,375 2.05
Iain Johnston holds no Active Risk Shares.
These irrevocable undertakings include undertakings from the Active Risk
Directors in respect of their entire holdings of Active Risk Shares:
(i) to vote or procure the vote in favour of the Scheme at the Court Meeting
and the Special Resolutions at the General Meeting; and
(ii) if Sword Aquila exercises its right to structure the Acquisition as a
Takeover Offer, to accept or procure the acceptance of such Takeover Offer.
These irrevocable undertakings are conditional upon:
(i) the publication of this Announcement by not later than 8.00 a.m. on 11 July
2013 (or such later date as the Company and Sword Aquila may agree; and
(ii) the publication of the Scheme Document within 28 days of the date of the
publication of this Announcement or such later time as may be agreed by the
Panel; and
(iii) the Scheme becoming Effective (or a Takeover Offer, as applicable,
becoming wholly unconditional) on or before the date being 185 days following
the date of this Announcement; and
(iv) no person other than Sword Aquila or any person acting in concert with
Sword Aquila announcing prior to the date on which the Active Risk Shareholders
are required to vote in favour of the Scheme a firm intention (in accordance
with Rule 2.7 of the Code) to make an offer (within the meaning of the Code),
which is not the subject of pre-conditions, to acquire all the equity share
capital of Active Risk, other than that already owned by the person making such
offer, on terms which represent an improvement of 15 per cent. or more on the
value of the consideration offered under the Acquisition
These irrevocable undertakings will cease to be binding if:
(i) the Scheme does not become Effective, or lapses, in accordance with its
terms; or
(ii) the Scheme is withdrawn (and Sword Aquila does not, at the same time and
with the consent of the Panel, publicly announce that it will implement the
Acquisition by means of a Takeover Offer) or any competing offer is made which
is declared wholly unconditional or otherwise becomes effective.
Other Irrevocable Undertakings
Sword Aquila has received irrevocable undertakings to vote (or procure the
vote) in favour of the Acquisition as follows from the following holder or
controller of Active Risk Shares:
Name Number of % of Active
Active Risk Risk Shares
Shares in issue
Richard Higgs 4,000,000 12.00
This irrevocable undertaking is conditional upon:
(i) the publication of this Announcement by not later than 8.00 am on 11 July
2013 (or such later date as the Company and Sword Aquila may agree; and
(ii) the publication of the Scheme Document within 28 days of the date of the
publication of this Announcement or such later time as may be agreed by the
Panel; and
(iii) the Scheme becoming Effective (or a Takeover Offer, as applicable,
becoming wholly unconditional) on or before the date being 185 days following
the date of this Announcement; and
(iv) no person other than Sword Aquila or any person acting in concert with
Sword Aquila announcing prior to the date on which the Active Risk Shareholders
are required to vote in favour of the Scheme a firm intention (in accordance
with Rule 2.7 of the Code) to make an offer (within the meaning of the Code),
which is not the subject of pre-conditions, to acquire all the equity share
capital of Active Risk, other than that already owned by the person making such
offer, on terms which represent an improvement of 10 per cent. or more on the
value of the consideration offered under the Acquisition
This irrevocable undertaking will cease to be binding if:
(i) the Scheme does not become Effective, or lapses, in accordance with its
terms; or
(ii) the Scheme is withdrawn (and Sword Aquila does not, at the same time and
with the consent of the Panel, publicly announce that it will implement the
Acquisition by means of a Takeover Offer) or any competing offer is made which
is declared wholly unconditional or otherwise becomes effective.
Letters of intent
Sword Aquila has received letters of intent to vote (or to procure the voting)
in favour of the Scheme at the Court Meeting from the following holders or
controllers of Active Risk Shares:
Name Number of % of Active
Active Risk Risk Shares
Shares in issue
Harwood Capital Management LLP 4,885,506 14.65
Sanne Trust Company Limited in its capacity as trustee 1,429,489 4.29
of the
Active Risk Group plc Employee Benefit Trust
Total 6,314,995 18.94
In the event that either (i) the Scheme Document is not published within 28
days of the date of the publication of this Announcement or (ii) the Scheme
does not become Effective on or before the date being 185 days following the
date of this Announcement the letters of intent shall lapse.
APPENDIX IV
DEFINITIONS
In this Announcement, the following words and expressions have the following
meanings, unless the context requires otherwise:
Active Risk or the Company - Active Risk Group plc, a public company limited by
shares incorporated in England and Wales with registration number 5424046
Active Risk Directors - the directors of Active Risk
Active Risk Group - collectively, Active Risk, its subsidiaries and subsidiary
undertakings from time to time and "member of the Active Risk Group" shall be
construed accordingly
Active Risk Share Option Scheme - the Enterprise Management Incentive options and
unapproved options issued by Active Risk from time to time
Active Risk Shareholders or Shareholders - holders of Active Risk Shares from time to time
Active Risk Shares or Shares - ordinary shares of 1p each in the capital of
Active Risk
Acquisition - the proposed acquisition of the entire issued and to be issued
share capital of Active Risk by Sword Aquila to be implemented by way of the
Scheme (or if Sword Aquila so elects, a Takeover Offer) on and subject to the
Conditions
AIM - the AIM Market of the London Stock Exchange
AIM Rules - the AIM Rules for Companies (February 2010) as published by the
London Stock Exchange (as amended and from time to time)
Altium- Altium Capital Limited, the Rule 3 adviser and financial adviser to
Active Risk
Announcement - this announcement, released in accordance with Rule 2.7 of the
Code
Annual Report - the annual report and audited accounts of the Active Risk Group
for the year ended 31 March 2013
Articles - the articles of association of Active Risk adopted on 16 September
2008
Authorisations - authorisations, orders, grants, recognitions, confirmations,
consents, licences, clearances, certificates, permissions or approvals
Board - the board of directors or Active Risk (or any duly appointed committee
thereof) or the board of directors of Sword Aquila (or any duly appointed
committee thereof) (as the case may be) and the terms "Active Risk Board" and
"Sword Aquila Board" shall be construed accordingly
Business Day - a day (other than a Saturday or Sunday) on which banks in the
London inter-banking sterling markets are open for business in the City of
London
Cash Consideration - the cash consideration due to a Scheme Shareholder under the
Scheme in connection with the cancellation of his Scheme Shares pursuant to the
Acquisition
certificated form or in certificated form - a share or other security which is not in
uncertificated form (that is, not in CREST)
Closing Price - the closing middle market quotation of a Active Risk Share as
derived from the London Stock Exchange's website for that day
Code - the City Code on Takeovers and Mergers
Companies Act - the Companies Act 2006 (as amended from time to time)
Conditions - the conditions to implementing the Proposals (including the Scheme)
as set out in Appendix I to this Announcement
connected person - in connection with a person, his spouse or civil partner and
his infant children
Court - the High Court of Justice, Chancery Division (Companies Court), in
England and Wales
Court Hearing Date - the date of the Court Hearing to sanction the Scheme under
section 899 of the Companies Act and to confirm the cancellation and
extinguishing of the Scheme Shares provided for by the Scheme under section 648
of the Companies Act
Court Hearings - each of the Scheme Court Hearing and the Reduction Court Hearing
Court Meeting - the meeting of the Scheme Shareholders to be convened by order of
the Court under section 897 of the Companies Act for the purposes of
considering and, if thought fit, approve the Scheme (with or without
amendment), and any adjournment of it
Court Orders - the Scheme Court Order and the Reduction Court Order, as the case
may be
CREST - the system for the paperless settlement of trades in securities and the
holding of uncertificated securities operated by Euroclear in accordance with
the Uncertificated Securities Regulations 2001
CREST Manual - the rules governing the operation of CREST, consisting of the
CREST Reference Manual, CREST International Manual, CREST Central Counterparty
Service Manual, CREST Rules, Registrar's Service Standards, Settlement
Discipline Rules, CCSS Operations Manual, Daily Timetable, CREST Application
Procedure and CREST Glossary of Terms (all as defined in the CREST Glossary of
Terms promulgated by Euroclear on 15 July 1996 and as amended since)
CREST Personal Member - as defined in the CREST Manual
Daily Official List - the daily official list of the London Stock Exchange
Effective - in the context of the Acquisition:
i. if the Acquisition is implemented by way of the Scheme, the Scheme
(including the Reduction of Capital) having become effective pursuant to
its terms; or
ii. if the Acquisition is implemented by way of a Takeover Offer, the Takeover
Offer having been declared or become unconditional in all respects in
accordance with the requirements of the Code
Effective Date - the date on which the Scheme becomes Effective in accordance
with the Scheme
Enlarged Group - following the Scheme becoming Effective, the Sword Group and the
Active Risk Group
Euroclear - Euroclear UK and Ireland Limited
Executive Directors - Lynton Barker and Andrew Darby, and "Executive Director"
means either of them
Fairly Disclosed - fairly disclosed in the Annual Report, or as publicly
announced by or on behalf of Active Risk through (i) a Regulatory Information
Service before the date of the Announcement or (ii) the publication of such
information on the main website maintained by Active Risk before 4:00 p.m. on
the Business Day immediately prior to the date of the Announcement, or as
fairly disclosed in writing (including, without limitation, all information
contained in the on-line data room made available to Sword and its professional
advisers) by Active Risk or any of its professional advisers, including but not
limited to its legal advisers, and any of its financial advisers, to a member
of the Sword Group or any of its professional advisers including but not
limited to its legal advisers, TLT, and any of its financial advisers, before
4:00 p.m. on the Business Day immediately prior to the date of the Announcement
Financial Conduct Authority or FCA - the Financial Conduct Authority in its
capacity as a regulator under FSMA
Forms of Proxy - either or both of the blue form of proxy for use at the Court
Meeting and the white form of proxy for use at the General Meeting which
accompany this document, as the context requires
FSMA - the Financial Services and Markets Act 2000 (as amended from time to time)
General Meeting - the general meeting of Active Risk Shareholders to be held
after the Court Meeting for the purpose of the Scheme, and any adjournment of
it
GRC - governance, risk and compliance
Group - in relation to any person, means that person and any companies which are
holding companies, subsidiaries or subsidiary undertakings of it or of any such
holding company
HMRC - HM Revenue & Customs
London Stock Exchange - London Stock Exchange plc
Meetings - the Court Meeting and the General Meeting
New Active Risk Shares - the new Active Risk Shares to be issued to Sword Aquila
in accordance with the Scheme
Offer Document - the document which would be despatched to Active Risk
Shareholders, amongst others, if Sword Aquila or Sword elects to implement the
Acquisition by means of a Takeover Offer, together with any form of acceptance
Offer Period - the period commencing on 11 July 2013, being the date of this
Announcement and ending on the Effective Date
Offer Price - 35.2 pence for each Active Risk Share
Panel - the Panel on Takeovers and Mergers
pence or "p" - UK pence sterling, the lawful currency of the United Kingdom
pounds or "£" - UK pounds sterling, the lawful currency of the United Kingdom
Proposals - the Acquisition (and other matters to be considered at the Meetings)
Reduction Court Hearing - the hearing by the Court to approve the Reduction of
Capital
Reduction Court Order - the order of the Court confirming the reduction of
ordinary share capital under section 648 of the Companies Act provided for by
the Scheme
Reduction of Capital - the Court approved reduction of the share capital of
Active Risk under sections 645 to 649 of the Companies Act by the cancellation
of the Scheme Shares, to be effected as part of the Scheme
Registrar of Companies - the Registrar of Companies in England and Wales
Registrars - Equiniti Limited
Regulatory Information Service - any information services authorised from time to
time by the Financial Conduct Authority for the purpose of disseminating
regulatory announcements
Relevant Authority - any central bank, government or governmental, supranational,
statutory, regulatory, environmental, administrative, fiscal or investigative
body, court, trade agency, association, institution, environmental body,
employee representative body or any other body or person whatsoever in any
jurisdiction
Restricted Jurisdiction - any jurisdiction where local laws or regulations may
result in a significant risk of civil, regulatory or criminal exposure if
information concerning the Proposals is sent or made available to Active Risk
Shareholders in that jurisdiction
Regulation - Council Regulation (EC) 139/2004
Rule - a rule of the Code
Scheme or Scheme of Arrangement - the scheme of arrangement proposed to be made
under section 895 of the Companies Act between Active Risk and the Active Risk
Shareholders, with or subject to any modification, addition or condition
approved or imposed by the Court and agreed to by Active Risk and Sword Aquila
Scheme Court Hearing - the hearing by the Court of the petition to sanction the
Scheme
Scheme Court Order - the order of the Court sanctioning the Scheme under section
897 of the Companies Act
Scheme Document - the document to be addressed to Active Risk Shareholders
containing the details of the Proposals including, amongst other things, the
Scheme, the notices of the Meetings and the Forms of Proxy
Scheme Record Time - 6:00 p.m. on the Business Day immediately prior to the
Reduction Court Hearing
Scheme Shares - all Active Risk Shares which are:
(a) in issue at the date of this document;
(b) (if any) issued after this document, but before the Voting Record Time; and
(c) (if any) issued on or after the Voting Record Time but prior to the Scheme
Record Time, on terms that the holder shall be bound by the Scheme, or in
respect of which the original or any subsequent holder agrees in writing to be
bound by the Scheme
in each case other than any Shares held by or on behalf of Sword Aquila
Scheme Shareholders - holders of Scheme Shares
Special Resolutions - the special resolutions proposed to be passed at the
General Meeting in connection with, inter alia, implementation of the Scheme,
approval of the Reduction of Capital and certain amendments to be made to the
Articles
Statement of Capital - the statement of capital (approved by the Court) showing
with respect to Active Risk's share capital, as altered by the Reduction Court
Order, the information required by section 649 of the Companies Act
subsidiary or subsidiary undertaking or undertakings or associated undertaking -
shall be construed in accordance with the Companies Act
Sword - Sword Group SE, a societas europaea, registered in Luxembourg with
registration number B168244
Sword Aquila - Sword Aquila Limited, a company incorporated in England and Wales
with registration number 08581886
Sword Aquila Directors - the directors of Sword Aquila
Sword Group - collectively, Sword, its subsidiaries and its subsidiary
undertakings from time to time and "member of the Sword Group" shall be
construed accordingly
Sword Shares - ordinary shares of €1 each in the capital of Sword
TLT - TLT LLP, solicitors to Sword Aquila and Sword
Takeover Offer - should Sword Aquila elect to effect the Acquisition by way of a
takeover offer, the offer to be made by or on behalf of Sword Aquila for all of
the Active Risk Shares on the terms and subject to the conditions to be set out
in the related offer document and form of acceptance including, where the
context requires, any subsequent revision, variation, extension or renewal of
it
Third Party - any government or governmental, quasi governmental, supranational,
statutory, regulatory, environmental, administrative, fiscal or investigative
body, court or tribunal in any jurisdiction in which any member of the Active
Risk Group is incorporated or carries on business
Third Party Offer - a firm intention to make a general offer (which is not
subject to any pre-conditions) to acquire the entire issued and to be issued
share capital of Active Risk (howsoever to be implemented) is announced by a
Regulatory Information Service, prior to the date of the Court Meeting and the
General Meeting
Total Cash Consideration - the total Cash Consideration payable by Sword Aquila
to Scheme Shareholders under the terms of the Scheme calculated by reference to
the price per Active Risk Share offered pursuant to the Proposals and in
accordance with Practice Statement No. 23 of the Panel
uncertificated or in uncertificated form - recorded on the relevant register as being
held in uncertificated form in CREST and title to which may be transferred by means of
CREST
United Kingdom - the United Kingdom of Great Britain and Northern Ireland
United States - the United States of America, its territories and possessions,
any State of the United States of America, and the District of Columbia
US Exchange Act - the US Securities Exchange Act of 1934 (as amended from time to
time)
US Securities Act - the United States Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder
VAT - value added tax as imposed by the Value Added Tax Act 1994 and legislation
supplemental thereto
Voting Record Time - 6:00 p.m. on the day which is two days before the date of
the Court Meeting or, if the Court Meeting is adjourned, 6:00 p.m. on the
second day before the date of such adjourned meeting
Wider Active Risk Group - the Active Risk Group and associated undertakings of
Active Risk and any other body corporate, partnership, joint venture or person
in which Active Risk and such undertakings (aggregating their interests) have
an interest of more than 20 per cent of the voting or equity capital or the
equivalent
Wider Sword Group - the Sword Group and associated undertakings of Sword and any
other body corporate, partnership, joint venture or person in which Sword and
such undertakings (aggregating their interests) have an interest of more than
20 per cent of the voting or equity capital or the equivalent
