Abbey Protection PLC Posting of scheme document (1563S)

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RNS Number : 1563S

Abbey Protection PLC

04 November 2013

Not for release, publication or distribution, in whole or in part, in or into any Restricted Jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

4 November 2013

RECOMMENDED CASH ACQUISITION

of

Abbey Protection plc

by

Markel Capital Holdings Limited

Posting of Scheme Document

On 9 October 2013, the boards of Markel Capital Holdings Limited ("Markel"), a wholly-owned subsidiary of Markel Corporation, and Abbey Protection plc ("Abbey Protection" or the "Company") announced that they had reached an agreement on the terms of a recommended cash acquisition of the entire issued and to be issued share capital of Abbey Protection by Markel (the "Acquisition"). The Acquisition is to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Under the terms of the Acquisition, Abbey Protection Shareholders will be entitled to receive 115 pence in cash for each Abbey Protection Share (the "Acquisition Price"), valuing the entire issued and to be issued share capital of Abbey Protection at approximately GBP116.5 million.

Abbey Protection is today posting a circular (the "Scheme Document") to the holders of Abbey Protection Shares, and, for information only, to Abbey Protection Share Incentive Scheme Participants and persons with information rights, together with the associated Forms of Proxy. The Scheme Document contains notices convening the Court Meeting and General Meeting and contains, amongst other things, the full terms and conditions of the Scheme, an Explanatory Statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events and details of the actions to be taken by Abbey Protection Shareholders.

The expected timetable of principal events is attached as an appendix to this announcement. An announcement will be made if any of the key dates set out in the expected timetable change.

To become Effective, the Scheme will need to be approved at the Court Meeting and will require the passing of a special resolution at the General Meeting, in each case, by the requisite majorities, as described in the Scheme Document. The Scheme is also subject to the satisfaction or, if capable of waiver, waiver of the other Conditions set out in Part III of the Scheme Document, including the receipt of any required approvals from, or the expiry of any applicable waiting periods imposed by, the FCA, the SRA and the GFSC.

Notices for the Court Meeting and the General Meeting are set out in the Scheme Document. The Court Meeting and the General Meeting will both be held at the offices of Eversheds LLP, One Wood Street, London EC2V 7WS on 2 December 2013. The Court Meeting will start at 11.00 a.m. and the General Meeting will start at 11.15 a.m. (or as soon thereafter as the Court Meeting has been concluded or adjourned).

Abbey Protection Share Scheme Participants will be sent further details of the impact (if any) of the Scheme on their options and proposals being made to them on the date of this announcement.

Holders of Abbey Protection Shares should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

The Scheme Document will today be made available on Abbey Protection's website at www.abbeyprotectionplc.com and additional copies are available from Computershare who can be contacted on 0870 707 1682 or, if calling from outside the UK [phone].

Terms and expressions used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Document.

For more information, please contact:

 
                                                          [phone] 
  Markel International                                      6000 
  William Stovin (President & Chief Operating Officer) 
   Andy Davies (Finance Director) 
  Michael Henman 
                                                           [phone] 
  Peel Hunt LLP (Financial adviser to Markel)               8900 
  Guy Wiehahn 
   James Britton 
  Harry Florry 
                                                           [phone] 
  Abbey Protection                                          8293 
  Tony Shearer (Chairman) 
   Colin Davison (Chief Executive Officer) 
   Chris Ward (Group Managing Director) 
 
                                                            [phone] 
  FTI Consulting                                            7297 
   Ed Berry                                                 [phone] 
   Tom Willetts                                             7175 
  PricewaterhouseCoopers LLP (Financial adviser to Abbey   [phone] 
   Protection)                                              5000 
  Simon Boadle 
   Steve Cater 
   Jon Raggett 
 
  Shore Capital and Corporate Ltd (Nominated adviser and   [phone] 
   broker to Abbey Protection)                              4050 
  Bidhi Bhoma 
   Toby Gibbs 
 
 

Further information

This announcement is not intended to, and does not constitute, or form part of, any offer to sell, purchase, exchange or subscribe for, or an invitation to purchase or subscribe for, any securities or the solicitation of an offer to sell, purchase or exchange any securities or 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 Abbey Protection in any jurisdiction in contravention of applicable law. This announcement does not constitute a prospectus or a prospectus equivalent document. The Acquisition will be made solely pursuant to the terms of the Scheme Document and the Forms of Proxy which will accompany it and which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information in the Scheme Document and the Forms of Proxy which will accompany it. Scheme Shareholders are advised to read the formal documentation in relation to the Acquisition carefully, once it has been dispatched.

Unless otherwise determined by Markel or required by the Panel and unless permitted by applicable law and regulation, copies of this announcement and any formal documentation relating to the Acquisition 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.

Peel Hunt, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Markel and for no-one else in connection with the Acquisition and will not be responsible to any person other than Markel for providing the protections afforded to clients of Peel Hunt, nor for providing advice in relation to the Acquisition or any other matters referred to herein.

PwC, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Abbey Protection and for no-one else in connection with the Acquisition and will not be responsible to any person other than Abbey Protection for providing the protections afforded to clients of PwC, nor for providing advice in relation to the Acquisition or any other matters referred to herein.

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited (together "Shore Capital"), which are authorised and regulated in the United Kingdom by the Financial Conduct Authority, are acting exclusively for Abbey Protection and for no-one else in connection with the Acquisition and will not be responsible to any person other than Abbey Protection for providing the protections afforded to clients of Shore Capital, nor for providing advice in relation to the Acquisition or any other matters referred to herein.

Overseas Shareholders

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with any applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement has been prepared for the purposes of complying with English law 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 and regulations of any jurisdiction outside of England. In particular, a transaction effected by means of a UK scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of the US tender offer rules.

Unless otherwise determined by Markel or required by the Panel and unless permitted by applicable law and regulation, the Acquisition will not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise determined by Markel and permitted by applicable law and regulation), the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. Unless otherwise determined by Markel or required by the Panel and unless permitted by applicable law and regulation, copies of this announcement and any formal documentation relating to the Acquisition 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 this announcement and all documents (including custodians, nominees and trustees) relating to the Acquisition should observe these restrictions and should not mail or otherwise forward, distribute or send this announcement or documents relating to the Acquisition in or into or from any Restricted Jurisdiction.

Dealing disclosure requirements of the City Code

Under Rule 8.3(a) of the City 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 City 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, 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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website

A copy of this announcement will be available, free of charge, on Abbey Protection's website at www.abbeyprotectionplc.com and on Markel International's website at www.markelinternational.com by no later than 12 noon (London time) on the Business Day immediately following the date of this announcement. For the avoidance of doubt, neither the content of the websites referred to above (nor any other website) nor the contents of any website accessible from hyperlinks on any such website is incorporated into, or forms part of, this announcement.

Appendix

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The dates given are based on Abbey Protection's current expectations and may be subject to change. If the expected date of the Court Hearing is changed, Abbey Protection will give notice of such change by issuing an announcement through a Regulatory Information Service and posting notice of the change to Abbey Protection Shareholders. All Abbey Protection Shareholders have the right to attend the Court Hearing.

All times shown in this document are London times unless otherwise stated.

 
  Event                                       Time and/or date 
 Latest time for lodging Forms 
  of Proxy for the: 
                                              11.00 a.m. on 28 
  Court Meeting (blue form)                   November 2013(1) 
                                              11.15 a.m. on 28 
  General Meeting (white form)                November 2013(2) 
                                      6.00 p.m. on 28 November 
 Voting Record Time                                    2013(3) 
                                      11.00 a.m. on 2 December 
 Court Meeting                                            2013 
                                      11.15 a.m. on 2 December 
 General Meeting                                       2013(4) 
 Scheme Court Hearing (to 
  sanction the Scheme)                         14 January 2014 
 Last day of dealings in, 
  and for registration of transfers 
  and disablement in CREST 
  of, Abbey Protection Shares                  16 January 2014 
 Dealings in Abbey Protection          5.00 p.m. on 16 January 
  Shares on AIM suspended                                 2014 
                                       6.00 p.m. on 16 January 
 Scheme Record Time                                       2014 
 Reduction Court Hearing (to 
  confirm Capital Reduction)                   17 January 2014 
 Effective Date of the Scheme                  17 January 2014 
 Cancellation of admission 
  to trading on AIM of, and 
  cessation of dealings in,            7.00 a.m. on 20 January 
  Abbey Protection Shares                                 2014 
 Dispatch of cheques and crediting 
  of CREST accounts for cash 
  consideration due under the 
  Scheme                                    by 31 January 2014 
 Long Stop Date                                  30 April 2014 
 
 

Notes:

(1) It is requested that blue Forms of Proxy for the Court Meeting be lodged not later than 48 hours prior to the time appointed for the Court Meeting. Blue Forms of Proxy not so lodged may be handed to the Chairman of the Court Meeting at the Court Meeting.

(2) White Forms of Proxy for the General Meeting must be lodged not later than 48 hours prior to the time appointed for the General Meeting. If not lodged by that time they will be invalid.

(3) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6.00 p.m. on the day which is two days' prior to the date of the adjourned meeting.

   (4)        Or as soon thereafter as the Court Meeting shall have concluded or been adjourned. 

(5) The above times and dates are indicative only and will depend, among other things, on the date upon which (i) the Court sanctions the Scheme: (ii) the Court confirms the associated Capital Reduction; and (iii) the Court Orders and the Statement of Capital are delivered to the Registrar of Companies and, if the Court so orders, when the Reduction Court Order and the Statement of Capital are registered by him.

(6) The Long Stop Date is the latest date by which the Scheme may become Effective unless Abbey Protection and Markel agree, with the consent of the Panel and if the Court permits, a later date.

To the extent any of the above expected dates or times change, Abbey Protection will give notice of any such changes and details of the revised dates and/or times to Abbey Protection Shareholders by issuing an announcement through a Regulatory Information Service.

This information is provided by RNS

The company news service from the London Stock Exchange

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