Corporate Services Share Discussion Threads

[vssnottm] 07/2/2008 08:22

Level 2

2.05 v 2.1 +25%

473,702 traded.

[skyracer] 07/2/2008 08:21

Could be good for both. What Carlisle bring to the merger is earnings. And an enlarged more stable Group should be more attractive to investors.

[knowing] 07/2/2008 08:19

Nice news and a good way to remove the debt.

[vssnottm] 07/2/2008 08:12

Level 2

2.0 v 2.1 +19%

[knowing] 07/2/2008 08:04

Possible Merger




RNS Number:4771N
Corporate Services Group PLC
07 February 2008

Not for release, publication or distribution in or into the United States of
America, Australia, Canada or Japan or any other jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction.


The Corporate Services Group plc
("Corporate Services Group" or the "Company")

Possible Merger of The Corporate Services Group plc and Carlisle Group Limited
("Carlisle")


The board of Corporate Services Group announces that it is in discussions
regarding a possible merger which, if implemented, would be effected by: the
creation of a new UK registered holding company ("Newco"), the subsequent
acquisition by Newco of Corporate Services Group and Carlisle and the admission
of Newco to AIM, a market of the London Stock Exchange plc (the "Possible
Merger"). The implementation of the Possible Merger is subject to satisfaction
(or waiver) of certain pre-conditions as set out below.

As part of the Possible Merger it is expected that the acquisition of Corporate
Services Group would be effected through a scheme of arrangement (the "Scheme")
which would need to be approved by Corporate Services Group's shareholders in
general meeting and sanctioned by the UK Court, and that the acquisition of
Carlisle would be effected by a merger of Newco and Carlisle under Belize law
(the "Belize Merger"). It is anticipated that if the Possible Merger is
implemented, the Scheme will be conditional on completion of the Belize Merger,
and both the Scheme and the Belize Merger will be conditional on admission of
the shares in Newco to AIM.

On the basis of the current terms under discussion, Corporate Services Group
shareholders would, upon completion of the Possible Merger, hold 47 per cent. of
Newco and Carlisle shareholders would hold 53 per cent. of Newco. In addition,
Carlisle intends to form a new subsidiary which will be capitalised as to £4
million and the shares of the new company will be distributed to Carlisle
shareholders in proportion to their respective shareholdings. It is intended
that the shares of the new company would then be listed on AIM.

The directors of Corporate Services Group believe that the Possible Merger would
have a number of advantages for Corporate Services Group, Carlisle and their
respective shareholders, employees and customers. These advantages include the
following:

* the combination of Corporate Services Group and Carlisle would create a
diversified support services business with total combined revenues approaching
£1bn in 2007;

* the Newco group would contain an increased number of strong operating
brands across a broad range of sectors;

* the combination of Corporate Services Group and Carlisle offers significant
potential savings and synergy benefits; and

* although Corporate Services Group is currently trading within the limits of
its borrowing facilities, Newco would have greater financial strength than
Corporate Services Group currently has.

If the Possible Merger is implemented the board of Newco would be as follows:

Kevin Mahoney (currently Chairman of Carlisle) would be Non-Executive Chairman
with particular focus on the effective integration of the two businesses;
Desmond Doyle (currently Chief Executive Officer of Corporate Services Group)
would be Chief Executive Officer; Richard Bradford (currently Chief Executive
Officer of Carlisle) would be Chief Operating Officer; Andrew Burchall
(currently Group Finance Director of Corporate Services Group) would be Group
Finance Director; and John Rowley (currently Development Director of Corporate
Services Group) would be Development Director.

The Senior Independent Director would be Noel Harwerth; Adrian Carey, Valerie
Scoular and Andrew Wilson would also be appointed as non-executive directors.
All are currently non-executive Directors of Corporate Services Group.

Lord Ashcroft holds 29.7 per cent. of the current issued share capital of
Corporate Services Group and 74.3 per cent. of the current issued share capital
of Carlisle. If the Possible Merger is implemented it is anticipated that Lord
Ashcroft would hold 53.3 per cent. of the issued share capital of Newco.

The Possible Merger is subject to the following pre-conditions:

(a) completion, on terms satisfactory to Corporate Services
Group, of a due diligence review of Carlisle by Corporate Services Group;

(b) completion, on terms satisfactory to Carlisle, of a due
diligence review of Corporate Services Group by Carlisle; and

(c) final agreement of detailed terms by both boards.

The Possible Merger will also, if implemented, be subject to further terms and
conditions, including all necessary regulatory consents and approvals being
obtained before completion of the Possible Merger.

The Company has received an irrevocable undertaking from Dresdner VPV NV, which
owns 261,377,384 Corporate Services Group ordinary shares of 1p each ("Ordinary
Shares"), equivalent to 24.3 per cent of the issued share capital of Corporate
Services Group, confirming that it will vote in favour of the Scheme at the
court meeting, and in favour of all the resolutions necessary at the general
meeting of the Company, to enable the Possible Merger to proceed. This
irrevocable undertaking will lapse if no firm intention to make an offer for
Corporate Services Group is announced by 30 April 2008, or if final terms of the
Scheme are such that the legacy Corporate Services Group shareholders receive in
aggregate a consideration of ordinary shares in Newco equivalent to less than 47
per cent. of Newco, or if a third party makes an offer for Corporate Services
Group which attributes a value to each Ordinary Share that is greater than the
value attributed to each Ordinary Share under the Scheme.

The Company has also received an irrevocable undertaking from Lord Ashcroft and
his associated companies, which together holds 319,737,682 Ordinary Shares,
equal to 29.7 per cent. of the issued share capital of Corporate Services Group,
confirming that he and his associated companies will be bound by the terms of
the Scheme, and in favour of all the resolutions necessary at the general
meeting of the Company, to enable the Possible Merger to proceed. The
irrevocable undertaking also confirms that Lord Ashcroft and his associated
companies will vote to approve the Belize Merger and will procure that Newco
gives an undertaking to the court to be bound by the Scheme. This irrevocable
undertaking will lapse under the same circumstances as that of the VPV
undertaking above.

Subject to the satisfaction (or waiver) of the pre-conditions and the boards of
both Corporate Services Group and Carlisle agreeing to proceed with the Possible
Merger, it is expected, although not certain, that appropriate documentation
would be sent to shareholders of both companies in March 2008. Following on from
this it is expected that a Corporate Services Group general meeting and
associated court meeting will take place in April 2008 and the transaction would
complete, and Newco shares would be admitted to trading on AIM, in May 2008.

This announcement does not amount to a firm intention on any party to make an
offer and, accordingly, there can be no assurance that the Possible Merger will
be implemented, or as to the terms of the Possible Merger, even if the
pre-conditions are satisfied (or waived). Corporate Services Group reserves the
right in its absolute discretion to waive pre-condition (a) above and Carlisle
reserves the right in its absolute discretion to waive pre-condition (b) above.

Noel Harwerth, Acting Chairman of Corporate Services Group, commented: "A lot
has been achieved at Corporate Services Group over the last three years but now
is the time to move ahead with the company's future strategy. The Possible
Merger makes good sense both commercially and also from a financial point of
view. We believe that it would, if implemented, provide a robust platform for
acquisitions and growth in the future".

Commenting on the Possible Merger Lord Ashcroft said: "I am wholly supportive of
the Possible Merger. I believe that the proposed board of Newco is well balanced
and capable of delivering value for all shareholders and I would very much like
to see the enlarged group develop into a strong and independent public company.
With the increased scale and stronger financial base, which I believe will
result from the implementation of the Possible Merger, Newco will be well placed
to develop both organically and by acquisition".

Kevin Mahoney, Chairman of Carlisle and proposed Chairman of Newco, commented:
"The Possible Merger is expected to bring a number of significant benefits to
Carlisle's shareholders. These include a greater degree of liquidity in the
trading of shares and also benefits arising from economies of scale. I believe
we can build a strong, prosperous group from the merger of these two companies".

[knowing] 06/2/2008 18:46

It has to get to 3.5p first ;-)

[vssnottm] 05/2/2008 08:12

Why not back to 9p !!

[knowing] 04/2/2008 22:31

One has got to love this stock as when it starts a move it does not want to seem to stop. Next question is will it hit the broker target price at around 3.5p ? That would make any investment double from here.

[knowing] 04/2/2008 16:18

Definately in an uptrend now.

[knowing] 04/2/2008 15:21

Still looking good.

[vssnottm] 04/2/2008 11:32

Level 2

1.65 v 1.75 +.11p (6.9%)

907.924 traded

[knowing] 01/2/2008 22:30

That sums it up then.

[knowing] 01/2/2008 21:47

Posted ;-)

[vssnottm] 01/2/2008 16:00

Knowing:

What have you done to upset panagos ?

[knowing] 01/2/2008 15:57

Large trade also reported on PLUS at 1.67

[knowing] 01/2/2008 15:52

Another nice 500K buy

[panagos] 01/2/2008 15:15

LOL!

Knowing - 1 Feb'08 - 09:21 - 2977 of 2981 (Filtered)


Knowing - 1 Feb'08 - 10:08 - 2978 of 2981 (Filtered)


Knowing - 1 Feb'08 - 10:39 - 2979 of 2981 (Filtered)


Knowing - 1 Feb'08 - 11:10 - 2980 of 2981 (Filtered)


Knowing - 1 Feb'08 - 13:12 - 2981 of 2981 (Filtered)

[knowing] 01/2/2008 13:12

And we are off and running ;-)

[knowing] 01/2/2008 11:10

Nice 500K buy reported.

[knowing] 01/2/2008 10:39

Will someone bang an AT trade through please.Preferably a buy.

[knowing] 01/2/2008 10:08

250K buy on PLUS this AM. Bid now creaping higher. Really need some AT trades to push this higher again.

[knowing] 01/2/2008 09:21

Morning buys being put through the PLUS system today.

[vssnottm] 31/1/2008 16:42

Panagos: Why filter Knowing ?

[knowing] 31/1/2008 16:40

panagos pushti malaka

LOL