TIDMSUR
RNS Number : 7358A
Cap10 Partners LLP
26 May 2023
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 OR REGULATIONS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
26 May 2023
RECOMMED CASH ACQUISITION
of
SURESERVE GROUP PLC ("Sureserve" or the "Company")
by
CAP10 4NETZERO BIDCO LIMITED ("Bidco"),
a newly incorporated company indirectly owned by funds managed
and/or advised
by
CAP10 PARTNERS LLP ("Cap10")
Update on Financing Arrangements
On 21 April 2023, the Boards of Bidco and Sureserve announced
that they had reached agreement on the terms of a recommended all
cash offer by Bidco for the entire issued and to be issued ordinary
share capital of Sureserve (the "Acquisition") to be effected by
means of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act 2006 (the "Scheme"). The circular in relation to
the Scheme was published on 17 May 2023 (the "Scheme Document") and
the Court Meeting and General Meeting have been convened for 9 June
2023.
Capitalised terms used in this announcement (the "Announcement")
shall, unless otherwise defined, have the same meanings as set out
in the Scheme Document.
On 21 April 2023, it was announced that Bidco has entered into a
financing commitment letter, an interim facilities agreement (the
"Interim Facilities Agreement"), and a related fee letter
(together, the "Financing Commitment Documents") in relation to the
financing of the Acquisition, in each case, with certain funds
managed and/or advised by Pemberton Capital Advisors LLP.
On 25 May 2023, Bidco (as borrower), Volt Midco (CP) Limited
("Midco") (as parent and obligor), certain funds managed and/or
advised by Pemberton Capital Advisors LLP (certain of such funds
being the original lenders (the "Original Lenders") and certain
others of such funds being the arrangers (the "Arrangers")), Kroll
Agency Services Limited (as agent) (the "Agent") and Kroll Trustee
Services Limited (as security agent) (the "Security Agent") entered
into a facilities agreement (the "Facilities Agreement"). The
Facilities Agreement replaced the Interim Facilities Agreement,
with the related guarantees and security granted in connection with
the Interim Facilities Agreement discharged in full upon such
replacement. A summary of the Facilities Agreement is set out in
the Appendix to this Announcement.
As a result of increased fee amounts being payable pursuant to
the Facilities Agreement, on 25 May 2023 the Equity Commitment
Letter was amended to provide for an increased commitment of
GBP114,213,693.81.
Copies of the Scheme Document, the Facilities Agreement, the
Equity Commitment Letter (as amended) and certain other documents
relating to the Facilities Agreement will be available free of
charge subject to certain restrictions relating to persons resident
in certain jurisdictions, on Bidco's website at
https://www.cap10partners.com/recommended-offer-for-sureserve-group-plc
and on Sureserve's website at
https://www.sureservegroup.co.uk/plc/investors/recommended-cash-acquisition-of-sureserve-group-plc
by no later than 12:00 p.m. on the Business Day following the date
of this Announcement.
IMPORTANT NOTICES
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively as financial
adviser to Cap10 and Bidco and no one else in connection with the
Acquisition and will not be responsible to anyone other than Cap10
and Bidco for providing the protections afforded to clients of
Rothschild & Co nor for providing advice in connection with the
Acquisition or any matter or arrangement referred to herein.
Neither Rothschild & Co nor any of its affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Rothschild & Co
in connection with the Acquisition, any statement contained herein
or otherwise.
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated by the Financial Conduct Authority in the
United Kingdom, is acting exclusively as financial adviser to
Sureserve and no one else in connection with the matters described
in this Announcement and will not be responsible to anyone other
than Sureserve for providing the protections afforded to clients of
Evercore nor for providing advice in connection with the matters
referred to herein. Neither Evercore nor any of its subsidiaries,
branches or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Evercore in connection with this Announcement, any
statement contained herein, any offer or otherwise. Apart from the
responsibilities and liabilities, if any, which may be imposed on
Evercore by the Financial Services and Markets Act 2000 and
successor legislation, or the regulatory regime established
thereunder, or under the regulatory regime of any jurisdiction
where exclusion of liability under the relevant regulatory regime
would be illegal, void or unenforceable, neither Evercore nor any
of its affiliates accepts any responsibility or liability
whatsoever for the contents of this Announcement, and no
representation, express or implied, is made by it, or purported to
be made on its behalf, in relation to the contents of this
Announcement, including its accuracy, completeness or verification
of any other statement made or purported to be made by it, or on
its behalf, in connection with Sureserve or the matters described
in this Announcement. To the fullest extent permitted by applicable
law, Evercore and its affiliates accordingly disclaim all and any
responsibility or liability whether arising in tort, contract or
otherwise (save as referred to above) which they might otherwise
have in respect of this Announcement or any statement contained
herein.
Shore Capital and Corporate Limited and Shore Capital
Stockbrokers Limited (together or individually, "Shore Capital"),
which are authorised and regulated by the Financial Conduct
Authority in the United Kingdom, are acting as nominated adviser
and corporate broker to Sureserve and no one else in connection
with the matters referred to in this Announcement and will not be
responsible to anyone other than Sureserve for providing the
protections afforded to clients of Shore Capital nor for providing
advice in connection with the matters referred to in this
Announcement. Neither Shore Capital nor any of its affiliates owes
or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Shore
Capital in connection with the matters referred to in this
Announcement.
Further information
If you have any questions about this Announcement, the Scheme
Document, the Facilities Agreement or the Equity Commitment Letter
(as amended) or are in any doubt as to how to complete and return
the Forms of Proxy or to appoint a proxy through the CREST
electronic proxy appointment service or otherwise, please contact
Link Group on +44 (0) 371 664 0321. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable international
rate. Different charges may apply to calls from mobile telephones
and calls may be recorded and randomly monitored for training
purposes. Lines are open between 9.00 a.m. and 5:30 p.m. (London
time), Monday to Friday, excluding public holidays in England and
Wales. The helpline cannot provide advice on the merits of the
Acquisition nor give any financial, legal or tax advice.
Enquiries
Rothschild & Co , financial adviser to
Bidco +44 (0)161 827
Alistair Allen 3800
Rob McCann +44 (0)20 7280
Matt Jaquiss-Ollier 5000
Media Zoo, public relations adviser to
Bidco +44 (0)7793 207
Alex Williams 325
Sureserve
+44 (0)20 3961
Nick Winks, Peter Smith, Sameet Vohra 5229
+44 (0)20 7653
Evercore (Financial Adviser to Sureserve) 6000
Dimitrios Georgiou, Wladimir Wallaert,
Nirav Amlani, Alex Bennett
Shore Capital (Nominated Adviser and +44 (0)20 7408
Corporate Broker to Sureserve) 4090
Stephane Auton, Daniel Bush
Camarco (PR Adviser to Sureserve)
+44 (0)20 3757
Ginny Pulbrook 4992
+44 (0)20 3757
Rosie Driscoll 4981
FURTHER INFORMATION
This Announcement is for information purposes only and is not
intended to, and does not constitute, or form part of any offer,
invitation, inducement or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of or
exercise rights in respect of any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise, nor shall there be any sale, issuance or
transfer of securities of Sureserve in any jurisdiction in
contravention of applicable law. The Acquisition will be made and
implemented solely through the Scheme Document which contains the
full terms and conditions of the Acquisition, including details of
how to vote, or procure the vote, in respect of the Acquisition.
Any vote or decision in respect of, or other response to, the
Acquisition should be made only on the basis of the information
contained in the Scheme Document (or, in the event that the
Acquisition is to be implemented by way of a Takeover Offer, the
Offer Document).
This Announcement does not constitute a prospectus, prospectus
equivalent document or an exempted document.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and publication of this Announcement shall not
give rise to any implication that there has been no change in the
facts set out in this Announcement since such date.
Publication on website and availability of hard copies
A copy of this Announcement will be available free of charge
(subject to any applicable restrictions with respect to persons
resident in Restricted Jurisdictions) on Sureserve's and Bidco's
website (
https://www.sureservegroup.co.uk/plc/investors/recommended-cash-acquisition-of-sureserve-group-plc
and
https://www.cap10partners.com/recommended-offer-for-sureserve-group-plc
respectively) by no later than 12:00 noon (London time) on 30 May
2023.
Neither the contents of these websites, nor the content of any
other website accessible from hyperlinks on such websites, is
incorporated into, or forms part of, this Announcement.
In accordance with Rule 30.3 of the Takeover Code, you may
request a hard copy of this Announcement (and any information
incorporated by reference in this Announcement), free of charge, by
contacting Sureserve's Company Secretary, John Charlton, telephone
no. +44 (0)20 3961 5229 or email john.charlton@sureservegroup.co.uk
. Calls are charged at the standard geographic rate and will vary
by provider. Calls from outside the United Kingdom will be charged
at the applicable international rate. Unless you make such a
request, a hard copy of this Announcement and any such information
incorporated by reference in it will not be sent to you. You may
also request that all future documents, announcements and
information to be sent to you in relation to the Acquisition be in
hard copy form.
For persons who receive a copy of this Announcement in
electronic form or via a website notification, a hard copy of this
Announcement will not be sent unless so requested.
General
Bidco reserves the right to elect, with the consent of the Panel
(where necessary), to implement the Acquisition by way of a
Takeover Offer for the entire issued and to be issued share capital
of Sureserve not already held by Bidco as an alternative to the
Scheme. In such an event, a Takeover Offer will be implemented on
substantially the same terms, so far as applicable, as those which
would apply to the Scheme.
If the Acquisition is effected by way of Takeover Offer, and
such Takeover Offer becomes or is declared unconditional in all
respects and sufficient acceptances are received, Bidco intends to
exercise its rights to apply the provisions of Chapter 3 of Part 28
of the Companies Act so as to acquire compulsorily the remaining
Sureserve Shares in respect of which the Takeover Offer has not
been accepted.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under the Financial Services and Markets Act 2000 (as
amended) if you are resident in the United Kingdom or, if not, from
another appropriately authorised independent financial adviser.
If you have any questions about this Announcement, the Scheme
Document, the Meetings or are in any doubt as to how to complete
and return the Forms of Proxy or to appoint a proxy through the
CREST electronic proxy appointment service or otherwise, please
contact Link Group on +44 (0) 371 664 0321. Calls are charged at
the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable
international rate. Different charges may apply to calls from
mobile telephones and calls may be recorded and randomly monitored
for training purposes. Lines are open between 9.00 a.m. and 5.30
p.m. (London time), Monday to Friday, excluding public holidays in
England and Wales. The helpline cannot provide advice on the merits
of the Acquisition nor give any financial, legal or tax advice.
Dealing disclosure requirements
Under Rule 8.3(a) of the Takeover 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 securities exchange
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 securities exchange 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 securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3:30pm (London time) on the tenth business
day following the commencement of the offer period and, if
appropriate, by no later than 3:30pm (London time) on the tenth
business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover 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 securities
exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain
details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s), 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 3:30pm (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
securities exchange 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.
APPIX
Summary of the Facilities Agreement
Under the terms of the Facilities Agreement, the Arrangers have
agreed to make available certain term loans described more
particularly below. The Facilities Agreement also sets out the
mechanics for establishing additional facilities, subject to the
satisfaction of certain conditions (as set out in the Facilities
Agreement).
The facilities, amounts, and documentation process
The debt financing facilities comprise: (i) a sterling term loan
facility in an aggregate amount equal to GBP76,000,000 ("Facility B
GBP"); (ii) a euro term loan facility in an aggregate amount equal
to EUR14,943,500 ("Facility B EUR" and, together with Facility B
GBP, "Facility B"); (iii) a multicurrency term loan facility in an
aggregate amount equal to GBP15,000,000 (the "Working Capital
Bridge Facility"); and (iv) a multicurrency term loan facility in
an aggregate amount equal to GBP20,000,000 (the "Acquisition/Capex
Facility"). The Facilities Agreement replaced the Interim
Facilities Agreement, with the related guarantees and security
granted in connection with the Interim Facilities Agreement
discharged in full upon such replacement.
The Facilities Agreement includes mechanics to establish: (i)
additional multicurrency term facilities in an aggregate amount
that would not cause net leverage to exceed 3.70:1 (each, an
"Additional Facility" and, together with Facility B and the Working
Capital Bridge Facility, the "Term Facilities"); and (ii) a
multicurrency revolving facility in an amount not exceeding the
greater of GBP20,000,000 and 75% adjusted EBITDA of the Bidco Group
(being Bidco, any parent undertaking of Bidco, and any undertaking
which is a subsidiary undertaking of Bidco or of any such parent
undertaking including, following completion of the Acquisition, the
Sureserve Group (as defined below)) (the "Revolving Facility" and,
together with the Term Facilities, the "Facilities").
The loans drawn under the Facilities Agreement are to be applied
in or towards:
(i) in the case of any loan drawn under Facility B, financing,
refinancing or replacing: (a) any amounts payable under or in
connection with the Acquisition; (b) existing debt of the Sureserve
Group (being Sureserve, and any undertaking which is a subsidiary
undertaking of Sureserve); (c) payment of associated transaction
costs in respect of the Acquisition or repayment of the existing
debt of the Sureserve Group; and/or (d) for any purpose or funding
requirement contemplated in the acquisition structure memorandum
prepared by PricewaterhouseCoopers LLP (other than in connection
with any exit or cash repatriation steps);
(ii) in the case of any loan drawn under the Working Capital
Bridge Facility: (a) for any of the purposes set out under point
(i) above; (b) for any of the purposes set out under points
(iii)(a) to (d) inclusive below; and/or (c) the general corporate
and working capital purposes of the Bidco Group (but not towards
the repayment or prepayment of any term loan made under the
Facilities Agreement);
(iii) in the case of any loan drawn under the Acquisition/Capex
Facility or any Additional Facility: (a) payment of any amounts
payable under or in connection with a permitted bolt-on acquisition
made by any member of the Bidco Group (a "Permitted Bolt-on
Acquisition") and any associated transaction costs; (b) refinancing
any existing indebtedness of any target which is the subject of any
Permitted Bolt-on Acquisition; (c) growth capital expenditure
incurred by any member of the Bidco Group; (d) payment of any fees,
costs and expenses (including hedge termination and broken funding
costs and make-whole payments) related to any of the purposes set
out in (iii)(a) to (c) inclusive above; (e) refinancing any loan
made under the Revolving Facility set out in point (iv)(a) below);
and (f) refinancing any items set out in points (iii)(a) to (d)
inclusive above); and
(iv) in the case of any loan drawn under the Revolving Facility:
(a) any of the purposes for which the Acquisition/Capex Facility
can be applied under points (iii)(a) to (d) inclusive above,
provided that such loan is repaid within three months after the
relevant utilisation date using the proceeds of a loan made under
the Acquisition/Capex Facility or any new shareholder injections;
(b) repayment of any loan made under the Working Capital Bridge
Facility in full or in part; and (c) the general corporate and
working capital purposes of the Bidco Group (but not towards
funding the repayment or prepayment of, or payment of interest in
respect of, any loan made under a Term Facility (other than any
loan made under the Working Capital Bridge Facility), funding
investments in Permitted Joint Ventures or funding Permitted
Payments (each as defined in the Facilities Agreement) or, in the
case of any utilisation of any ancillary facility, towards the
repayment or prepayment of any loan made under the Revolving
Facility).
Repayment terms - Maturity
Loans under each of Facility B, the Working Capital Bridge
Facility and the Acquisition/Capex Facility are repayable in full
on the date falling seven years after the date on which the first
drawing is made under Facility B (the "Closing Date"). Loans under
the Revolving Facility are repayable on the final day of each
interest period applicable to the Revolving Facility (subject to
customary rollover) and in any event on the date falling 78 months
after the Closing Date. Loans under any Additional Facility are
repayable in full on the date agreed with the relevant Additional
Facility lenders, provided it is no earlier than the final
repayment date for Facility B.
Prepayment and repayments terms - Voluntary/mandatory
Loans under Term Facilities may be prepaid in whole or part
subject to providing the Agent with three banking days' notice (in
the case of term rate loans) or five banking days' notice (in the
case of compounded rate loans) (or such shorter period as the Agent
acting on the instructions of the lender or lenders whose
commitment(s) aggregate more than 662/3% of the total Facilities at
such time or, if the Facilities have been reduced to zero,
aggregated more than 662/3% of the total Facilities immediately
before that reduction may agree (the "Majority Lenders")) of the
intention to prepay.
The Term Facilities may be: (i) prepaid in a minimum amount of
GBP250,000 and an integral multiple of GBP50,000 (or such lesser
amount as the Majority Lenders may agree); and/or (ii) cancelled in
a minimum amount of GBP500,000 and an integral multiple of
GBP50,000 or, if less, the entire available Term Facility.
Loans under the Revolving Facility may be prepaid in whole or
part subject to providing the Agent with three banking days' notice
(in the case of term rate loans) or five banking days' notice (in
the case of compounded rate loans) (or such shorter period as the
Agent, acting on the instructions of Majority Lenders, may agree)
of the intention to prepay.
Loans under any Facility may be cancelled subject to providing
the Agent with three banking days' notice (or such shorter period
as the Agent, acting on the instructions of the Majority Lenders,
may agree) of the intention to prepay.
Interest rates
The rate of interest payable on each loan drawn under Facility B
GBP, the Working Capital Bridge Facility, and the Acquisition/Capex
Facility is the aggregate of the applicable margin, plus the
applicable reference rate (being compounded SONIA for sterling
loans, EURIBOR for euro loans, and SOFR for USD loans).
An opening margin rate of 6% per annum shall apply to each loan
drawn under Facility B, the Working Capital Bridge Facility, and
the Acquisition/Capex Facility (except that an opening margin rate
of 5.75% per annum shall apply to each loan drawn under Facility B
EUR), in each case from the Closing Date. After the expiry of a
period of at least three full financial quarters following the
Closing Date, subject to certain conditions, the highest margin
rate applicable to loans drawn under: (i) Facility B GBP, the
Working Capital Bridge Facility, and the Acquisition/Capex Facility
will be 6% per annum, where adjusted net leverage is equal to or
greater than 3.20:1, with a step-down to 5.75% per annum, where
adjusted net leverage is less than 3.20:1 but equal to or greater
than 2.70:1, and with an additional step-down to 5.50% per annum
where adjusted net leverage is less than 2.70:1; and (ii) Facility
B EUR will be 5.75% per annum, where adjusted net leverage is equal
to or greater than 3.20:1, with a step-down to 5.50% per annum,
where adjusted net leverage is less than 3.20:1 but equal to or
greater than 2.70:1, and with an additional step-down to 5.25% per
annum where adjusted net leverage is less than 2.70:1.
The margin applicable to any Acquisition/Capex Facility Loan
and/or Working Capital Bridge Facility Loan utilised in dollars
shall be increased (at each level of the above ratchet) by 0.15%
per annum.
The margin applicable to any Additional Facility and/or the
Revolving Facility shall be as agreed with the relevant lenders
upon establishment.
Interest is payable on the last day of each interest period
applicable to the relevant loan.
Guarantees and security
The Facilities Agreement is secured by an English law debenture
dated 25 May 2023 made between Bidco and Midco as chargors and the
Security Agent (the "Debenture").
By no later than the date falling 90 days after the Closing
Date: (i) material companies of the Bidco Group, having (a) EBITDA
representing 5% or more of the EBITDA of the Bidco Group and/or (b)
turnover representing 5% or more of the consolidated turnover of
the Bidco Group; and (ii) sufficient members of the Bidco Group in
order to ensure that the EBITDA and aggregate turnover of the
guarantors represents not less than 80% of the EBITDA and
consolidated turnover of the Bidco Group, are required to accede to
the Facilities Agreement as an Additional Guarantor and grant
security in favour of the Security Agent for the benefit of the
finance parties. Thereafter, the aforementioned material company
and guarantor coverage requirements are required to be complied
with on an annual basis.
Representations, warranties, undertakings and events of
default
The Facilities Agreement contains customary representations,
warranties and undertakings for a facility agreement of this
nature, including a negative pledge and restrictions on financial
indebtedness and disposals (with agreed carve outs).
The Facilities Agreement includes: (i) a net leverage financial
maintenance covenant which is tested with effect from the end of
the second complete financial quarter ending after the Closing
Date; and (ii) a cap on capital expenditure in any financial year
of the greater of (a) GBP5,000,000 and (b) 20% of adjusted EBITDA
for that financial year.
The Facilities Agreement contains customary events of default,
including failure to comply with the terms of the Facilities
Agreement, misrepresentation, certain insolvency events, and a
cross-default clause in relation to any other financial
indebtedness of any material member of the Bidco Group where the
amount is more than GBP2,000,000 (or its equivalent in any other
currency). Upon the occurrence of an event of default (subject to
any applicable remedy periods), the Original Lenders may demand
immediate repayment of all loans outstanding under the Facilities
Agreement.
Conditions precedent
The Facilities Agreement sets out a number of conditions
precedent to first utilisation (both documentary and otherwise)
which include, among other things, the delivery of the Debenture
and customary officers' certificates.
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END
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