TIDMCPP
RNS Number : 2812W
CPPGroup Plc
25 April 2016
25 April 2016
CPPGROUP PLC
Supplement to Circular dated 8 April 2016
Withdrawal of proceedings seeking an interim injunction
Further to the circular to shareholders published on 8 April
2016 (the "Circular") relating to the Requisition Notice served by
Schroders on 18 March 2016 and the announcement relating to the
issue of proceedings seeking an interim injunction against Mr
Hamish Ogston (the "Proceedings"), the Board announces that it has
today decided that the Company will withdraw from the
Proceedings.
The reason for the Board's decision to withdraw is because
Phoenix Asset Management Partners ("Phoenix") notified the Board of
its decision to withdraw its support from the Board's position and
its intention to abstain from voting in respect of the Resolutions
proposed in the Requisition Notice.
The Board continues to recommend, unanimously, that CPP
Shareholders vote against the Resolutions proposed in the
Requisition Notice.
Background to the proceedings
The correspondence between the Company's advisers, Schroders and
Mr Hamish Ogston in connection with the requisition prior to the
publication of the Circular is set out in the Schedules to the
Circular, together with the Board's reasons for unanimously
recommending that CPP Shareholders vote against the Resolutions
proposed in the Requisition Notice, being:
-- The risks to the continuation of existing regulated
activities currently carried out by the Company's Regulated
Subsidiaries in the UK
-- The future growth of the Company depends upon its ability to develop and market products
-- Uncertainty arising from the appointment of the Requisition
Candidates may adversely impact the Group's relationship with key
stakeholders
-- A Board with an appropriate balance of skills, independence,
knowledge and experience represents the best corporate governance
structure for CPP Shareholders
-- The Requisition has caused unnecessary disruption to, and
uncertainty within, the operations of the business at a time when
the Board wants to focus wholly on the trading performance of the
Group
In parallel with the correspondence with Schroders and Mr
Ogston, the Board was in dialogue with Phoenix, which owns Ordinary
Shares carrying approximately 39.3 per cent. of the voting rights
in the Company.
Phoenix originally confirmed that it was supportive of the Board
and in support of the Company's proposed application for an interim
injunction against Mr Ogston and indeed signed a witness statement
in support, which the Company subsequently understood could be
served in the evidence in reply. On this basis the Company
commenced the injunction proceedings.
On the evening of 21 April, Phoenix indicated that their
position had changed and they were no longer supportive of the
Company continuing the interim injunction against Mr Ogston. This
was confirmed to the Company today (25 April) by Phoenix, having
considered the evidence served by Mr Ogston on 22 April. Further,
given that the Company was awaiting clarification from the FCA in
respect of the regulatory effect of the change of the Board of the
Company as per the Requisition Notice, it was also agreed with
Phoenix today to await such clarification from the FCA, to
ascertain whether that would alter Phoenix's position. The response
from the FCA received late this afternoon did not provide
sufficient grounds to alter the position of Phoenix.
In light of these developments, the Board has concluded that
there is no merit in continuing with the legal proceedings and
accordingly, in order to avoid the Company and Mr Ogston incurring
further costs (which it is anticipated the Company may be primarily
responsible for meeting as a result of having initiated the
proceedings and then electing to withdraw) to withdraw from the
Proceedings.
Recommendation
The Board continues to recommend, unanimously, that CPP
Shareholders vote against the Resolutions.
Enquiries:
CPPGroup Plc
Mike Corcoran, Chief Financial Officer
Tel: 01904 544 541
Nominated Adviser and Broker
Numis Securities Limited: Stuart Skinner; Charles Farquhar
Tel: +44 (0)20 7260 1000
Media
Powerscourt Group: Justin Griffiths; Peter Ogden
Tel: +44 (0)20 7250 1446
Legal Matters:
Defined terms used in this Announcement shall, unless the
context otherwise requires, have the meaning given to them in the
Circular.
A copy of this Announcement will be made available on the
Company's website and circulated to all registered holders of CPP
Shares as at 6:00 p.m. on today's date.
Notes to Editors:
CPP provides a range of assistance based services to customers
in the UK & Ireland and in a number of international markets
across Asia, Europe and Latin America. The Company's core
propositions provide peace of mind for customers covering a range
of areas including lost and stolen credit cards, identity theft,
insurance of mobile devices, and passport and lost luggage
assistance.
For more information on CPP visit www.cppgroupplc.com
Further Information:
If in any doubt about any of the contents of this announcement,
independent professional advice should be obtained.
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for the Company, as its nominated adviser and
broker, and no one else in connection with the Requisition and will
not be responsible to anyone other than the Company for providing
the protections afforded to its clients or for providing advice in
relation to the Requisition or any other matters referred to in
this announcement. Numis' responsibilities as the Company's
nominated adviser, under the AIM Rules, are owed solely to the
London Stock Exchange and not to the Company or its Directors or
any other person. Apart from the responsibilities and liabilities,
if any, which may be imposed on Numis by FSMA or the regulatory
regime established thereunder, no responsibilities or liability
(whether arising in tort, contract or otherwise) are or will be
owed to the Company or to any Director, Shareholder or any other
person, in respect of his voting decision in reliance on any part
of this announcement, or otherwise. Numis makes no representation
or warranty, express or implied, concerning the contents or
completeness of this announcement. Numis accepts no liability
whatsoever for the accuracy of any information or opinions
contained in, or for the omission of any material information from,
this announcement. Numis is not responsible for, nor has it
authorized, the contents of any part of this announcement for any
purpose.
This announcement is not an offer to sell or a solicitation of
any offer to buy the securities of CPPGroup Plc (the "Company") in
the United States, Australia, Canada, Japan, the Republic of South
Africa or in any other jurisdiction where such offer or sale would
be unlawful.
This announcement cannot be relied on for any investment
contract or decision. No person has been authorised to give any
information or make any representation and, if given or made, such
information or representation must not be relied upon as having
been so authorised by the Company, the Directors or Numis
Securities.
Note regarding forward-looking statements:
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements" including, without limitation,
those regarding the Company's financial position, business
strategy, plans and objectives of management for future operations
or statements relating to expectations in relation to dividends.
These statements can be identified by the use of forward-looking
terminology, including statements preceded by, followed by or that
include the words "targets", "believes", "expects", "aims",
"estimates", "intends", "plans", "projects", "will", "may",
"anticipates", "would", "could" or similar expressions or the
negative thereof. These forward-looking statements include all
statements that are not matters of historical fact. They appear in
a number of places throughout this announcement and include, but
are not limited to, statements regarding the Directors' and/or the
Group's intentions, beliefs or current expectations concerning,
among other things, the Group's results of operations, financial
position, prospects, growth, strategies and the industry in which
it operates.
By their nature, forward-looking statements involve known and
unknown risks, uncertainties and other important factors beyond the
Company's control that could cause the actual results, performance,
achievements of or dividends paid by the Company to be materially
different from the results, performance or achievements, or
dividend payments expressed or implied by such forward-looking
statements. Such forward-looking statements are not guarantees of
future performance and are based on numerous assumptions regarding
the Company's net asset value, present and future business
strategies and income flows and the environment in which the
Company will operate in the future. In addition, even if the
results of operations, financial position and the development of
the markets and industry in which the Group operates in any given
period are consistent with the forward-looking statements contained
in this announcement, those results or developments may not be
indicative of results or developments in subsequent periods. A
number of factors could cause results and developments to differ
materially from those expressed or implied by forward-looking
statements contained in this announcement, including, without
limitation, general economic and business conditions, industry
trends, competition, changes in regulation, regulatory activity,
currency fluctuations, changes in business strategy, political and
economic uncertainty and other factors. Statements contained in
this announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue or are likely to continue.
(MORE TO FOLLOW) Dow Jones Newswires
April 25, 2016 13:25 ET (17:25 GMT)
Any forward-looking statements speak only as of the date of this
announcement. Subject to the requirements of the FCA, the London
Stock Exchange, the AIM Rules (and/or any other applicable
regulatory requirements) or applicable law, each of the Company,
the Directors and Numis Securities expressly disclaims any
obligation or undertaking to disseminate any updates or revisions
to any forward-looking statements contained herein to reflect any
change in the Company's expectations with regard thereto, any new
information or any change in events, conditions or circumstances
after the date of this announcement on which any such statements
are based, unless required to do so by law or any appropriate
regulatory authority.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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(END) Dow Jones Newswires
April 25, 2016 13:25 ET (17:25 GMT)
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