Servelec Group plc Results of Court Meeting and General Meeting (2520A)

TIDMSERV

RNS Number : 2520A

Servelec Group plc

22 December 2017

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

For immediate release

22 December 2017

RECOMMED CASH OFFER

for

Servelec Group PLC ("Servelec" or the "Group")

by

Scarlet Bidco Limited ("Scarlet Bidco")

to be implemented pursuant to a scheme of arrangement

Results of Court Meeting and General Meeting

The Board of Servelec is pleased to announce that at the Court Meeting and the General Meeting held earlier today in connection with the recommended cash offer made by Scarlet Bidco for the entire issued and to be issued ordinary share capital of Servelec (the "Offer"), to be implemented pursuant to a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"):

-- the Scheme Shareholders voted in favour of the resolution to approve the Scheme at the Court Meeting; and

-- the requisite majority of the Servelec Shareholders voted to pass the special resolution at the General Meeting, among other things, to approve the implementation of the Scheme and to make amendments to Servelec's articles of association.

Full details of the resolutions passed are set out in the notices of the Court Meeting and General Meeting at Parts Nine and Ten (respectively) of the scheme document published on 1 December 2017 in relation to the Offer (the "Scheme Document").

Unless otherwise defined, capitalised terms used in this announcement (the "Announcement") have the same meanings given to them in the Scheme Document.

The detailed voting results in relation to the Court Meeting and the General Meeting are summarised below.

COURT MEETING

At the Court Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing approximately 93.6 per cent. by value of those Scheme Shares voted, voted in favour of the resolution to approve the Scheme. The resolution proposed at the Court Meeting was passed on a poll vote. Details of the votes cast are as follows:

 
            Number          Number       % of Scheme     % of Scheme   Number 
             of Scheme       of Scheme    Shareholders    Shares        of Scheme 
             Shareholders    Shares       who voted       voted         Shares 
             who voted       voted                                      voted 
                                                                        as a % 
                                                                        of the 
                                                                        issued 
                                                                        share 
                                                                        capital* 
---------  --------------  -----------  --------------  ------------  ----------- 
 For             95         53,895,543       89.6           93.6          77.2 
---------  --------------  -----------  --------------  ------------  ----------- 
 Against         11         3,694,129        10.4            6.4          5.3 
---------  --------------  -----------  --------------  ------------  ----------- 
 Total           106        57,589,672       100.0          100.0         82.5 
---------  --------------  -----------  --------------  ------------  ----------- 
 

* The total number of Scheme Shares in issue at the Voting Record Time was 69,843,173.

GENERAL MEETING

At the General Meeting, the special resolution to authorise the implementation of the Scheme, to amend Servelec's articles of association and to re-register Servelec as a private limited company with the name Servelec Group Limited, as set out in the notice of the General Meeting contained in Part Ten of the Scheme Document, was duly passed on a poll vote. The results are detailed as follows:

 
            Number of          % of Servelec   Number of Servelec 
             Servelec Shares    Shares voted    Shares voted 
             voted                              as a % of the 
                                                issued ordinary 
                                                share capital 
                                                ** 
---------  -----------------  --------------  ------------------- 
 For*          53,884,216          93.6              77.2 
---------  -----------------  --------------  ------------------- 
 Against       3,692,156            6.4               5.3 
---------  -----------------  --------------  ------------------- 
 Total         57,576,372          100.0             82.4 
---------  -----------------  --------------  ------------------- 
 

* Includes discretionary votes.

** The total number of Servelec Shares in issue at the Voting Record Time was 69,843,173.

Next Steps

Implementation of the Scheme remains subject to the satisfaction or (where capable of being waived) waiver of the other Conditions set out in the Scheme Document, including the Court sanctioning the Scheme at the Court Hearing which is expected to take place on 12 January 2018.

The current expected timetable for the implementation of the Scheme is set out below:

 
 Date                                              Event 
 Court Meeting and General            Today, 22 December 
  Meeting                                           2017 
 Scheme Court Hearing (to          12 January 2018 ("T") 
  sanction the Scheme) 
 Last day of dealings in,          12 January 2018 ("T") 
  for registration of transfer 
  of, and disablement in CREST 
  of, Servelec Shares 
 Scheme Record Time              6.00 p.m. on 12 January 
                                              2018 ("T") 
 Suspension of admission         7.30 a.m. on 15 January 
  of, and dealings, settlement                2018 (T+1) 
  and transfers in, Servelec 
  Shares 
 Effective Date of the Scheme      15 January 2018 (T+1) 
 Delisting and cancellation           By 8.00 a.m. on 16 
  of admission of Servelec                  January 2018 
  Shares to trading on the 
  London Stock Exchange 
 

The dates stated above are indicative only and will depend, among other things, on the date on which the Conditions are satisfied or (if capable of waiver) waived and the date on which the Court sanctions the Scheme.

In accordance with Rule 9.6.2 of the Listing Rules, a copy of the resolutions passed have been submitted to the National Storage Mechanism.

A copy of this Announcement, together with other information about the Offer, is available on Servelec's website on the business day following this Announcement at http://www.servelec-group.com/.

Enquiries:

 
 Servelec Group plc                         via Tulchan 
 Richard Last, Chairman and 
  Non-Executive Director 
  Alan Stubbs, Chief Executive 
  Officer 
 Mike Cane, Chief Financial 
  Officer 
 Pamela Weeks, Head of Corporate 
  Communications 
 
 Investec Bank plc (Rule 3 financial 
  adviser and corporate broker          [phone] 
  to Servelec)                                     5970 
 Corporate Finance 
  Andrew Pinder / Sebastian Lawrence 
  Corporate Broking 
  Patrick Robb / Rob Baker 
 
 Tulchan Group (PR adviser to           [phone] 
  Servelec)                                        4200 
 James Macey White / Matt Low 
 
 

Important Notices

Investec Bank plc is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK. Investec Bank plc is acting exclusively as financial adviser to Servelec and no one else in connection with the Offer and will not be responsible to anyone other than Servelec for providing the protections afforded to clients of Investec Bank plc nor for providing advice in connection with the Offer or any matter referred to herein.

This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to buy any securities or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise.

This Announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of England.

This Announcement does not constitute a prospectus or prospectus equivalent document.

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.

The Offer shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the UKLA.

Disclosure requirements of the Takeover Code

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 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th 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 1 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, 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 p.m. (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 Panel's website at http://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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Electronic communications

Please be aware that addresses, electronic addresses and certain information provided by Servelec Shareholders, persons with information rights and other relevant persons for the receipt of communications from Servelec may be provided to Scarlet Bidco during the Offer Period if requested under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on website and availability of hard copies

A copy of this Announcement will be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Servelec's website at www.servelec-group.com/investor-relations. For the avoidance of doubt, the contents of those websites are not incorporated into and do not form part of this Announcement.

Servelec Shareholders may request a hard copy of this Announcement by contacting Link Asset Services at 34 Beckenham Road, Beckenham, Kent, BR3 4TU or on 0371 664 0300 or if calling from outside the UK on [phone]. 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. Link Asset Services is open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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December 22, 2017 07:21 ET (12:21 GMT)