TIDMARI
RNS Number : 7560J
Active Risk Group PLC
19 July 2013
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
19 July 2013
Recommended cash acquisition
of
Active Risk Group plc
by
Sword Aquila Limited
(a wholly owned subsidiary of Sword Group SE)
Publication of Scheme Document
On 11 July 2013, the Boards of Active Risk Group plc ("Active
Risk") and Sword Aquila Limited ("Sword Aquila") announced that
they had 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 2006 Act.
Under the terms of the Acquisition, Active Risk Shareholders
will be entitled to receive:
for each Active Risk Share held 35.2 pence in cash
The consideration of 35.2 pence for each Active Risk Share
values the entire existing issued share capital of Active Risk at
approximately GBP11.7 million.
The Board of Active Risk is pleased to announce that the Court
has approved the publication and posting of the circular to Active
Risk Shareholders relating to the Scheme (the "Scheme Document").
The Scheme Document sets out, amongst other things, the full terms
and conditions of the Scheme, an explanatory statement pursuant to
section 897 of the 2006 Act, a timetable of principal events and
details of the action to be taken by Active Risk Shareholders.
As described in the Scheme Document, to become Effective, the
Scheme will require, amongst other things, the approval of Active
Risk Shareholders at the Court Meeting and the passing of the
Special Resolutions to be proposed at the General Meeting. Notices
of the Court Meeting and the General Meeting are set out in the
Scheme Document. In addition, the Scheme must be sanctioned, and
the Reduction of Capital must be confirmed, by the Court.
The Court Meeting and the General Meeting are scheduled to be
held at the offices of TLT LLP, 20 Gresham Street, London EC2V 7JE
on 14 August 2013, with the Court Meeting commencing at 10:00 a.m.
and the General Meeting commencing at 10:15 a.m. (or, if later, as
soon as the Court Meeting has been concluded or adjourned).
Once the necessary approvals from Active Risk Shareholders have
been obtained and the other Conditions have been satisfied (where
capable of satisfaction) or (where applicable) waived, the Scheme
will become Effective upon the delivery of the Court Orders to the
Registrar of Companies. The Scheme is expected to become Effective
by 29 August 2013.
The Scheme Document and the Forms of Proxy for use by Active
Risk Shareholders at the Court Meeting and the General Meeting will
be posted to Active Risk Shareholders later today and will be
available for inspection at the offices of TLT LLP, 20 Gresham
Street, London EC2V 7JE and, subject to certain restrictions, on
the Active Risk website www.activerisk.com, in each case until the
end of the Offer Period or, if later, the end of any competition
reference period.
Proposed timetable
The expected timetable of principal events is set out below:
Event Time and/or Date
--------------------------------------- ----------------------------
Latest time for lodging Forms of Proxy 10:00 a.m. on 12 August
for the Court Meeting (blue form) 2013
--------------------------------------- ----------------------------
Latest time for lodging Forms of Proxy 10:15 a.m. on 12 August
for the General Meeting (white form) 2013
--------------------------------------- ----------------------------
Voting Record Time 6:00 p.m. on 12 August
2013
--------------------------------------- ----------------------------
Court Meeting 10:00 a.m. on 14 August
2013
--------------------------------------- ----------------------------
General Meeting 10:15 a.m. on 14 August
2013
--------------------------------------- ----------------------------
Scheme Court Hearing (to sanction the 27 August 2013
Scheme)
--------------------------------------- ----------------------------
Scheme Record Time 6:00 p.m. on 28 August
2013
--------------------------------------- ----------------------------
Suspension of listing and dealings 7:30 a.m. on 29 August
in Active Risk Shares and disablement 2013
of Active Risk Shares in CREST
--------------------------------------- ----------------------------
Reduction Court Hearing (to confirm 29 August 2013
the Reduction of Capital)
--------------------------------------- ----------------------------
Effective Date 29 August 2013
--------------------------------------- ----------------------------
Cancellation of admission to trading 7:00 a.m. on 30 August
on AIM of Active Risk Shares 2013
--------------------------------------- ----------------------------
Latest date for despatch of cheques 14 days after the Effective
(in respect of cash consideration) Date
and settlement through CREST
--------------------------------------- ----------------------------
The Proposals are conditional upon the Scheme becoming Effective
by not later than 185 days after 11 July 2013, or such later date,
if any, as Active Risk and Sword Aquila may with the consent of the
Panel agree and (if required) the Court may allow.
All references to times are to times in London (unless otherwise
stated). The times and dates given above are indicative only and
may be subject to change. Any changes to these times and dates will
be notified to Active Risk Shareholders via a Regulatory
Information Service or as may otherwise be required by the
Panel.
Proposed cancellation of trading of Active Risk Shares on
AIM
In accordance with AIM Rule 41, Active Risk hereby notifies
shareholders that, if it is fully implemented, the Scheme will
result in the suspension and subsequent cancellation of the
admission of Active Risk Shares to trading on AIM
("Cancellation").
On the basis of the current timetable for the Scheme, and
assuming the requisite approvals are received from Active Risk
Shareholders at both the Court Meeting and the General Meeting and
that the Court sanctions the Scheme at the Scheme Court Hearing,
the last day of dealings in and for registration of transfers of
Active Risk Shares will be 28 August 2013. At 7:30 a.m. on 29
August 2013, Active Risk Shares will be temporarily suspended
pending the Scheme becoming Effective.
Cancellation will take effect on the day following the effective
date of the Scheme, expected to be 29 August 2013 (the "Effective
Date"). Following the Effective Date, share certificates in respect
of Active Risk Shares will cease to be valid and entitlements to
Active Risk Shares held within the CREST system will be
cancelled.
Defined terms used but not defined in this announcement have the
meanings set out in the Scheme Document.
Enquiries:
Active Risk
Lynton Barker, Executive Chairman
Andrew Darby, Chief Operating Officer and Chief
Financial Officer +44 (0) 1628 582500
Altium (Financial Adviser to Active Risk)
Sam Fuller +44 (0) 20 7484
Tim Richardson 4040
Sword +352 6211 88790
Jacques Mottard, Chairman +44 (0)7788 583
Phil Norgate 088
Media Enquiries:
Biddicks (PR Adviser to Active Risk) +44 (0) 20 3178
Katie Tzouliadis 6378
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 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 contains the full terms and conditions of the
Acquisition, including details of how to vote in favour of the
Scheme. Active Risk and Sword have prepared the Scheme Document
which is being distributed to Active Risk Shareholders. Active Risk
and Sword urge Active Risk Shareholders to read the Scheme Document
because it contains 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
are 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
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
Copies of the Scheme Document and the Forms of Proxy 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 until the end of the Offer Period or,
if later, the end of any competition reference period.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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