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SVR Servicepower

6.00
0.00 (0.00%)
Last Updated: 00:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Servicepower LSE:SVR London Ordinary Share GB0003831095 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 6.00 0.00 00:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

ServicePower Technologies PLC Posting of Offer Document (2420S)

19/12/2016 11:30am

UK Regulatory


Servicepower (LSE:SVR)
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RNS Number : 2420S

ServicePower Technologies PLC

19 December 2016

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

19 December 2016

RECOMMED CASH OFFER

by

DIVERSIS CAPITAL UK LIMITED ("Diversis")

(a subsidiary of Diversis Capital, LLC)

For the entire issued and to be issued share capital of

SERVICEPOWER TECHNOLOGIES PLC ("ServicePower")

Posting of Offer Document

On 8 December 2016, the boards of Diversis and ServicePower announced that they had reached agreement on the terms of a recommended cash offer to be made by Diversis for the entire issued and to be issued share capital of ServicePower (the "Offer").

Diversis announces that the offer document (the "Offer Document") containing the full terms and conditions of the Offer, and the procedure for its acceptance, is being posted today to ServicePower Shareholders together with the related Form of Acceptance. It is also being sent, for information purposes only, to persons with information rights and to participants in the Share Plans.

The Offer Document contains the following statement regarding ServicePower's current trading:

"ServicePower's trading has remained strong and the ServicePower Directors are encouraged by performance. The Directors are delighted that during the period since the interim results, ServicePower has traded slightly ahead of management's initial plan for this period." The Offer will remain open for acceptance until 1.00 p.m. (London time) on 9 January 2017 (or such later time(s) or date(s) as Diversis may determine, subject to the consent of the Panel, where required).

To accept the Offer in respect of ServicePower Shares held in certificated form (that is, not in CREST), ServicePower Shareholders should complete the Form of Acceptance in accordance with the instructions printed on it and set out in paragraph 16.1 of Part 2 of the Offer Document and in Part C of Appendix I to the Offer Document, and return it (together with any appropriate share certificate(s) and/or other document(s) of title) using the accompanying reply-paid envelope (for use within the UK only), as soon as possible, and in any event, so as to be received by the Receiving Agent, Capita Registrars, by no later than 1.00 p.m. (London time) on 9 January 2017.

To accept the Offer in respect of ServicePower Shares held in uncertificated form (that is, in CREST), ServicePower Shareholders should ensure that an Electronic Acceptance is made in accordance with the instructions set out in paragraph 16.2 of Part 2 of the Offer Document and in Part D of Appendix I to the Offer Document, so that the TTE Instruction settles as soon as possible, and in any event, by no later than 1.00 p.m. (London time) on 9 January 2017. ServicePower Shareholders who are CREST sponsored members should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary TTE Instruction(s) to Euroclear.

A copy of this announcement (the "Announcement"), the Offer Document and the documents listed in paragraphs 12 and 13 of Appendix IV to the Offer Document, will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at www.diversiscapital.com and www.servicepower.com, by no later than 12.00 noon (London time) on 20 December 2016. The contents of these websites are not incorporated into and do not form part of this Announcement or the Offer Document.

ServicePower Shareholders may request a hard copy of this Announcment, the Offer Document and/or the Form of Acceptance and/or any documents incorporated into the Offer Document by reference to another source by writing to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by calling Capita Asset Services between 9.00 a.m. and 5.30 p.m. (London time) Monday to Friday on 0371 664 0321 from within the UK or on +44 371 664 0321 calling from outside the UK. Calls are charged at the standard geographic rate. Calls to the helpline from outside the UK 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 Offer nor give any financial, legal or tax advice. Capitalised terms used but not defined in this Announcement have the meanings set out in the Offer Document.

Capitalised terms used in this announcement have the meanings given to them in the Offer Document.

Enquiries:

   Diversis Management Corporation Limited                          +1 310 396 4200 

Ron Nayot

Stockdale Securities Limited

   Financial Adviser to Diversis                                               +44(0) 20 7601 6100 

Tom Griffiths

Edward Thomas

   ServicePower Technologies PLC                                         +44(0) 161 476 7762 

Marne Martin, CEO

finnCap Ltd

   Financial Adviser, Nomad and Broker to ServicePower      +44 (0) 20 7220 0500 

Jonny Franklin-Adams

Emily Watts

Kate Bannatyne

Important Notices

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.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTED 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 OFFER WILL BE MADE SOLELY BY MEANS OF THE OFFER DOCUMENT, WHICH WILL CONTAIN THE FULL TERMS AND CONDITIONS OF THE OFFER, AND IN THE CASE OF SERVICEPOWER SHARES HELD IN CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY DECISION OR ACCEPTANCE IN RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE OFFER DOCUMENT AND SUCH FORM OF ACCEPTANCE (IF APPLICABLE). SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT AND FORM OF ACCEPTANCE (IF APPLICABLE) CAREFULLY, ONCE THEY HAVE BEEN DESPATCHED, WHICH DIVERSIS EXPECTS TO DO SHORTLY.

Cautionary Note Regarding Forward Looking Statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Offer, and other information published by Diversis and ServicePower may contain certain statements that are or may be deemed to be forward looking with respect to the financial condition, results of operation(s) and business of ServicePower and certain plans and objectives of the ServicePower Board and the Diversis Directors with respect thereto. These forward looking statements can be identified by the fact that they are prospective in nature and do not relate to historical or current facts. Forward looking statements often, but not always, use words such as "anticipate", "target", "expect", "estimate", "budget", "scheduled", "forecasts", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of a similar meaning. These estimates are based on assumptions and assessments made by the ServicePower Board and/or the Diversis Directors in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate.

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 service of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward looking statements in this Announcement could cause actual results or developments to differ materially from those expressed or implied by such forward looking statements. Although ServicePower and Diversis believe that the expectations reflected in such forward looking statements are reasonable, neither Diversis nor ServicePower, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this Announcement will actually occur. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules and the Disclosure and Transparency Rules of the

FCA), none of Diversis, ServicePower, any member of the Diversis Group, any member of the ServicePower Group, nor any Diversis Director or ServicePower Director, nor any of their respective advisers, associates, directors, officers is under any obligation, and such persons expressly disclaim any intention or obligation, to update or revise any forward looking statements, whether as a result of new information, future events or otherwise. No undue reliance should therefore be placed on these forward looking statements which speak only as at the date of this Announcement.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 Code, any person who is, or becomes, interested in 1% 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 3.30 pm (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.

Information relating to ServicePower Shareholders

Please be aware that addresses, electronic addresses and certain information provided by ServicePower Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from ServicePower may be provided to Diversis during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Purchases outside the Offer

Diversis or its nominees or brokers (acting as agents) may purchase ServicePower Shares otherwise than under the Offer, such as in the open market or through privately negotiated purchases. Such purchases shall comply with the Code and the rules of the London Stock Exchange.

Overseas ServicePower Shareholders

The availability of the Offer 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 Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Accordingly, copies of this Announcement and any other related document will not be, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into any Restricted Jurisdiction and persons in such Restricted Jurisdictions receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may violate the laws of such jurisdictions and may make invalid any purported acceptance of the Offer by persons in any such Restricted Jurisdiction.

This Announcement has been prepared for the purpose of complying with English law, the City 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.

The Offer will not be made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facilities of a securities exchange of the United States, Canada, Australia, Japan, the Republic of South Africa or any other Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, copies of this Announcement and any other related document will not be, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into the United States, Canada, Australia, Japan, the Republic of South Africa or any other Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may violate the laws of such jurisdictions and may make invalid any purported acceptance of the Offer by persons in any such Restricted Jurisdiction.

The Offer is subject to the provisions of the City Code.

END

This information is provided by RNS

The company news service from the London Stock Exchange

END

ODPFFDFFUFMSEEE

(END) Dow Jones Newswires

December 19, 2016 06:30 ET (11:30 GMT)

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