ServicePower Technologies PLC Offer Declared Unconditional In All Respects (7308T)

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RNS Number : 7308T

ServicePower Technologies PLC

10 January 2017

For immediate release

Not for release, publication or distribution, in whole or in part, DIRECTLY OR INDIRECTLY in, into or from any RESTRICTED jurisdiction (INCLUDING THE UNITED STATES OF AMERICA) where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

10 January 2017

RECOMMED CASH OFFER

FOR

SERVICEPOWER TECHNOLOGIES PLC

BY

DIVERSIS CAPITAL UK LIMITED

(a subsidiary of DIVERSIS CAPITAL, LLC.)

Offer declared unconditional in all respects

1. Introduction

On 8 December 2016, the ServicePower Directors and the Diversis Directors announced that they had reached agreement on the terms of a recommended cash offer (the "Recommended Offer") pursuant to which Diversis would acquire the entire issued and to be issued share capital of ServicePower under the provisions of Part 28 of the Companies Act at 6 pence per ServicePower Share. On 19 December 2016, Diversis posted an offer document to ServicePower Shareholders setting out the full terms and conditions of the Offer (the "Offer Document"), together (where appropriate) with a Form of Acceptance.

   2.   Level of acceptances 

Diversis announces that as at 1.00 p.m. (London time) on 9 January 2017, being the First Closing Date, valid acceptances of the Recommended Offer had been received in respect of 196,651,166 ServicePower Shares, representing approximately 86.4 per cent. of the issued share capital of ServicePower.

Of the valid acceptances received by the First Closing Date, acceptances in respect of 94,388,917 ServicePower Shares comprised acceptances by persons from whom Diversis had procured an irrevocable commitment to accept (or procure the acceptance of) the Recommended Offer, representing approximately 41.5 per cent. of the existing issued share capital of ServicePower.

Diversis has an acceptance from BFLAP outstanding in respect of an irrevocable commitment to accept (or procure the acceptance of) the Recommended Offer in respect of 9,551,007 ServicePower Shares, representing approximately 4.2 per cent. of the issued share capital of ServicePower. This acceptance is anticipated to be received shortly.

   3.   Recommended Offer Unconditional 

Diversis is therefore pleased to declare the Recommended Offer unconditional in all respects.

The Recommended Offer is being extended and will remain open for acceptance until further notice. Diversis will give at least 14 days' notice prior to the closing of the Recommended Offer. All other terms and conditions as outlined in the Offer Document still apply.

   4.   Action to be taken 

ServicePower Shareholders who have not yet accepted the Recommended Offer are urged to do so as soon as possible. To do so:

- ServicePower Shareholders who hold their ServicePower Shares in certificated form (that is, not in CREST), should complete and return the Form of Acceptance which was enclosed with the Offer Document in accordance with the instructions set out in paragraph 16.1 of the letter from Diversis to ServicePower Shareholders in Part II of the Offer Document and the instructions printed on the Form of Acceptance. You should complete a separate Form of Acceptance for ServicePower Shares held in certificated form but under different designations.

- ServicePower Shareholders who hold their ServicePower Shares in uncertificated form (that is, in CREST) should follow the procedure for Electronic Acceptance through CREST in accordance with the instructions set out in paragraph 16.2 of the letter from Diversis to ServicePower Shareholders in Part II of the Offer Document so that a TTE Instruction settles as soon as possible. If ServicePower Shareholders hold their ServicePower Shares as a CREST sponsored member, they should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary TTE instruction to Euroclear.

If you hold ServicePower Shares in both certificated and uncertificated forms and wish to accept the Recommended Offer in respect of any or all of such shares, you should complete the Form of Acceptance which was enclosed with the Offer Document in respect of your ServicePower Shares held in certificated form only and follow the procedure for Electronic Acceptance through CREST in respect of your ServicePower Shares held in uncertificated form.

With respect to ServicePower Shareholders who hold their shares in certificated form, the Form of Acceptance enclosed with the Offer Document should be used to accept the Recommended Offer. If, for whatever reason, you did not receive or have mislaid your Form of Acceptance you may request a new Form of Acceptance by telephoning the Receiving Agent, Capita Asset Services, between 9.00 a.m. and 5.30 p.m. (London time) Monday to Friday on [phone]. Calls are charged at the standard geographic rate and will vary by provider. Calls to the helpline from outside the United Kingdom will be charged at applicable international rates. Calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Recommended Offer nor give any financial, legal or tax advice.

   5.   Cancellation of admission to trading on AIM, compulsory acquisition and re-registration 

Since the Recommended Offer is now wholly unconditional and Diversis has received acceptances in respect of ServicePower Shares carrying more than 75 per cent. of the voting rights attaching to the issued share capital of ServicePower, in accordance with AIM Rule 41 ServicePower gave notice to the London Stock Exchange for the cancellation of admission to trading of ServicePower Shares on AIM and it is expected that cancellation of admission to trading on AIM will take effect on 7 February 2017.

The cancellation of admission to trading of ServicePower Shares on AIM would significantly reduce the liquidity and marketability of any ServicePower Shares for which the Recommended Offer is not accepted. Once cancellation has taken effect, ServicePower Shareholders will no longer be able to effect transactions in ServicePower Shares on AIM.

If Diversis receives acceptances under the Recommended Offer in respect of, and/or otherwise acquires, 90 per cent. or more of the ServicePower Shares: (i) by nominal value; and (ii) by voting rights attaching to such shares, in each case to which the Recommended Offer relates, Diversis intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining ServicePower Shares in respect of which the Recommended Offer has not been accepted on the same terms as the Recommended Offer.

It is also proposed that, following admission to trading on AIM of ServicePower Shares having been cancelled, ServicePower will be re-registered as a private company under the relevant provisions of the Companies Act.

6. Disclosure of Interests

Save as disclosed in this announcement, neither Diversis nor the directors of Diversis nor any person acting, or deemed to be acting, in concert with Diversis for the purposes of the Recommended Offer has any interest in relevant securities of ServicePower or a right to subscribe for or any short positions (whether conditional or absolute and whether in the money or otherwise), including any short positions under a derivative, any agreement to sell or delivery obligation or right to require another person to purchase or take delivery in respect of any relevant securities of ServicePower or has during the Offer Period borrowed or lent any relevant securities of ServicePower.

7. Settlement of consideration

Settlement of the consideration to which any ServicePower Shareholder is entitled under the Recommended Offer is expected to be dispatched (or credited through CREST) to validly accepting ServicePower Shareholders (i) in the case of acceptances received, complete in all respects, on or before the date of this announcement, within 14 days of this announcement; or (ii) in the case of acceptances received, complete in all respects, after the date of this announcement but while the Recommended Offer remains open for acceptance, within 14 days of such receipt, and in either case in the manner described in paragraphs 17.1 or 17.2, as relevant, of the letter from Diversis set out in Part II of the Offer Document.

8. General

Capitalised terms and expressions used in this announcement shall, unless otherwise defined herein and save as the context otherwise requires, have the same meanings as given to them in the Offer Document.

The percentage holdings of ServicePower Shares referred to in this announcement are based upon a figure of 227,560,827 ServicePower Shares in issue.

Enquiries:

   Diversis Management Corporation Limited                             [phone] 

Ron Nayot

Stockdale Securities Limited

   Financial Adviser to Diversis                                                  [phone] 

Tom Griffiths

Edward Thomas

   ServicePower Technologies PLC                                            [phone] 

Marne Martin, CEO

finnCap Ltd

   Financial Adviser, Nomad and Broker to ServicePower          [phone] 

Jonny Franklin-Adams

Emily Watts

Kate Bannatyne

Stockdale Securities Limited ("Stockdale"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Diversis and no-one else in connection with the Offer and other matters described in this Announcement, and will not be responsible to anyone other than Diversis for providing the protections afforded to clients of Stockdale or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein. Stockdale has given, and not withdrawn, its consent to the inclusion in the Announcement of the references to its name in the form and context in which it appears.

finnCap Limited ("finnCap"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser and broker to ServicePower and no-one else in connection with the Offer and other matters described in this Announcement, and will not be responsible to anyone other than ServicePower for providing the protections afforded to clients of finnCap or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein. finnCap has given, and not withdrawn, its consent to the inclusion in the Announcement of the references to its name and the advice it has given to ServicePower in the form and context in which they appear.

In accordance with Rule 30.3 of the Code, you may request a hard copy of this announcement by contacting the Receiving Agent, Capita Asset Services, during business hours on 0371 664 0321 from within the UK or [phone] if calling from outside the UK or by submitting a request in writing to Capita Asset Services at The Registry, 34 Beckenham Road, Kent, BR3 4TU. It is important that you note that unless you make 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 Recommended Offer should be sent in hard copy form.

SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT CAREFULLY. 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 SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. THE RECOMMENDED OFFER IS BEING MADE SOLELY BY MEANS OF THE OFFER DOCUMENT (TO THE EXTENT NOT REVISED BY THE OFFER DOCUMENT), WHICH CONTAIN THE FULL TERMS AND CONDITIONS OF THE RECOMMENDED OFFER, AND IN THE CASE OF SERVICEPOWER SHARES HELD IN CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN RELATION TO THE RECOMMENDED OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THESE DOCUMENTS.

The availability of the Offer Document and the release, publication and distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Recommended Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Copies of this announcement and any formal documentation relating to the Recommended Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction.

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.

A copy of this announcement will be available (subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions), for inspection on Diversis's website at www.diversiscapital.com for Diversis and on www.servicepower.com for ServicePower by no later than 12 noon (London time) on the Business Day following the date of this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

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January 10, 2017 02:00 ET (07:00 GMT)