Active Risk Group PLC Offer Update (4881L)

TIDMARI

RNS Number : 4881L

Active Risk Group PLC

12 August 2013

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

12 August 2013

Recommended cash acquisition

of

Active Risk Group plc

by

Sword Aquila Limited

(a wholly owned subsidiary of Sword Group SE)

Offer Update

On 11 July 2013, the Boards of Active Risk Group plc ("Active Risk") and Sword Aquila Limited ("Sword Aquila") announced that they had reached agreement on the terms of a recommended cash acquisition under which Sword Aquila will acquire the entire issued and to be issued share capital of Active Risk. On 19 July 2013 a document containing, inter alia, details of the Acquisition and notices of the Court Meeting and the General Meeting, to be held on 14 August 2013, was posted to Active Risk Shareholders.

Under the terms of the Acquisition, Active Risk Shareholders will be entitled to receive 35.2 pence in cash for each Active Risk Share held.

The Board of Active Risk highlights that it has received approaches from and entered into discussions with parties other than Sword Aquila with a view to those parties making an offer for the Company. However, all such discussions have terminated and the Board of Active Risk confirms that it is not currently in active discussions with any other party.

The Board of Active Risk notes that, other than the Acquisition announced by Sword Aquila on 11 July 2013, no other offer or potential offer for the Company has been announced.

The Active Risk Directors continue unanimously to recommend the Acquisition by Sword Aquila.

Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document.

 
 Enquiries 
                         Tel: [phone] 
 Active Risk Group Plc                    500 
 Lynton Barker 
  Andrew Darby 
 
                          Tel: [phone] 
 Altium                                  4040 
 Sam Fuller 
  Tim Richardson 
 
                          Tel: [phone] 
 Biddicks                                6378 
 Katie Tzouliadis 
  Alex Shilov 
 

General

Altium, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Active Risk and for no one else in connection with the Acquisition and will not be responsible to anyone other than Active Risk for providing the protections afforded to clients of Altium, or for providing advice in connection with the potential offer or in relation to the matters described in this announcement or any transaction or arrangements referred to herein.

A copy of this announcement will be available on the Company's website www.activerisk.com. The contents of this website are not incorporated into and do not form part 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 paper 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 paper 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 paper 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 paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper 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 paper 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.

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