Servelec Group plc Court sanction of Scheme of Arrangement (7776B)

TIDMSERV

RNS Number : 7776B

Servelec Group plc

12 January 2018

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

For immediate release

12 January 2018

RECOMMED CASH OFFER

for

Servelec Group PLC ("Servelec")

by

Scarlet Bidco Limited ("Scarlet Bidco")

to be implemented pursuant to a scheme of arrangement

Court sanction of Scheme of Arrangement

Servelec announces that the High Court of Justice in England and Wales has today sanctioned the scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") by which the entire issued and to be issued share capital of Servelec will be acquired by Scarlet Bidco.

It is anticipated that the Effective Date of the Scheme will be 15 January 2018, being the date on which the Court Order will be delivered to the Registrar of Companies.

The Scheme Record Time will be 6.00 p.m. (London time) on 12 January 2018. No transfers of Servelec Shares will be registered after this time.

Applications have been made to the London Stock Exchange and the UK Listing Authority in relation to: (a) the suspension of the listing of Servelec Shares on the Official List and the suspension of trading of Servelec Shares on the Main Market of the London Stock Exchange, each of which are now expected to take place at 7.30 a.m. on 15 January 2018; and (b) the de-listing of Servelec Shares from the Official List and the cancellation of the admission to trading of Servelec Shares on the Main Market of the London Stock Exchange, each of which is expected to take effect by 8.00 a.m. on 16 January 2018.

There has therefore been a change to the expected timetable of principal events set out in the Scheme Document. The expected timetable is now as set out below:

Event Time and/or date

Last day of dealings in Servelec Shares 12 January 2018

Scheme Record Time 6.00 p.m. on 12 January 2018

Suspension of listing of and dealings in Servelec Shares 7.30 a.m. on 15 January 2018

Effective Date of the Scheme 15 January 2018

Cancellation of listing of Servelec Shares by 8.00 a.m. on 16 January 2018

Capitalised terms used in this announcement (the "Announcement") shall, unless otherwise defined, have the same meanings as set out in the scheme document which was sent by Servelec to Scheme Shareholders on 1 December 2017 (the "Scheme Document").

Enquiries:

 
 Servelec Group plc                             via Tulchan 
 Richard Last, Chairman and 
  Non-Executive Director 
  Alan Stubbs, Chief Executive 
  Officer 
 Mike Cane, Chief Financial 
  Officer 
 Pamela Weeks, Head of Corporate 
  Communications 
 
 Investec Bank plc (Rule 3 financial 
  adviser and corporate broker 
  to Servelec)                          [phone] 
 Corporate Finance: 
  Andrew Pinder / Sebastian Lawrence 
 
  Corporate Broking: 
  Patrick Robb / Rob Baker 
 
 Tulchan Group (PR adviser to 
  Servelec)                             [phone] 
 James Macey White / Matt Low 
 
 

Important Notices

Investec Bank plc is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK. Investec Bank plc is acting exclusively as financial adviser to Servelec and no one else in connection with the Offer and will not be responsible to anyone other than Servelec for providing the protections afforded to clients of Investec Bank plc nor for providing advice in connection with the Offer or any matter referred to herein.

This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to buy any securities or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise.

This Announcement has been prepared for the purpose of complying with English law and the Takeover Code 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 of England.

This Announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

The Offer shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the UKLA.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one per cent. 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 Takeover Code, any person who is, or becomes, interested in 1 per cent. 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 p.m. (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 Panel's website at http://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.

Electronic communications

Please be aware that addresses, electronic addresses and certain information provided by Servelec Shareholders, persons with information rights and other relevant persons for the receipt of communications from Servelec may be provided to Scarlet Bidco during the Offer Period if requested under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on website and availability of hard copies

A copy of this Announcement will be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Servelec's website at www.servelec-group.com/investor-relations. For the avoidance of doubt, the contents of those websites are not incorporated into and do not form part of this Announcement.

Servelec Shareholders may request a hard copy of this Announcement by contacting Link Asset Services at 34 Beckenham Road, Beckenham, Kent, BR3 4TU or on 0371 664 0300 or if calling from outside the UK on [phone]. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Link Asset Services is open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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January 12, 2018 09:12 ET (14:12 GMT)