ServicePower Technologies PLC Offer Update (4868V)

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RNS Number : 4868V

ServicePower Technologies PLC

30 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.

30 January 2017

RECOMMED CASH OFFER

FOR

SERVICEPOWER TECHNOLOGIES PLC

BY

DIVERSIS CAPITAL UK LIMITED

(a subsidiary of DIVERSIS CAPITAL, LLC.)

Offer update

and

Commencement of compulsory acquisition process

   1.   Introduction 

At 7.00 a.m. on 10 January 2017, Diversis announced that its recommended offer for ServicePower (the "Recommended Offer") had been declared unconditional in all respects and that the Recommended Offer was being extended and would remain open for acceptance until further notice.

   2.   Offer Update 

Diversis announces that as at 3.00 p.m. on 27 January 2017, acceptances in respect of 216,776,639 ServicePower Shares, representing approximately 95.26 per cent. of the issued share capital of ServicePower have been received.

Diversis further announces that the Recommended Offer will remain open for acceptance until further notice.

   3.   Compulsory acquisition process 

As set out above, Diversis has received valid acceptances of the Recommended Offer in respect of more than 90 per cent. of the issued share capital of ServicePower. Diversis announces that compulsory acquisition notices (the "Notices") pursuant to section 979 of the Companies Act 2006 are today being posted to those ServicePower Shareholders who have not yet accepted the Recommended Offer (the "Non-Assenting Shareholders") setting out Diversis' intention to acquire compulsorily all remaining ServicePower Shares on the same terms as the Recommended Offer.

Unless Non-Assenting Shareholders apply to the court (as defined in section 1156 of the Act (the "Court")) and the Court orders otherwise, on the expiry of six weeks from the date of the Notices, the ServicePower Shares held by such Non-Assenting Shareholders, who have not accepted the Recommended Offer, will be acquired compulsorily by Diversis under the terms of the Recommended Offer and such Non-Assenting Shareholders will be entitled to receive 6 pence in cash for each ServicePower Share which such Non-Assenting Shareholders hold on that date.

   4.   Cancellation of Admission to trading on AIM and re-registration 

Further to its announcement of 10 January 2017, cancellation of admission to trading of ServicePower Shares on AIM will take effect at 7.00 a.m. (London time) 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 such cancellation has taken effect, ServicePower Shareholders will no longer be able to effect transactions in ServicePower Shares on AIM.

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

   5.   Further acceptances 

As set out above, the Recommended Offer remains open for acceptance until further notice. At least 14 days' notice will be given prior to the closing of the Recommended Offer to those ServicePower Shareholders who have not accepted the Recommended Offer.

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 2 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 2 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.

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 in the case of acceptances received that are complete in all respects, within 14 days of such receipt while the Recommended Offer remains open for acceptance, and in the manner described in paragraphs 17.1 or 17.2, as relevant, of the letter from Diversis set out in Part 2 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 Capital UK 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.

This information is provided by RNS

The company news service from the London Stock Exchange

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January 30, 2017 09:22 ET (14:22 GMT)