TIDMACM TIDMNCC
RNS Number : 1217L
Accumuli PLC
23 April 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN
PART), DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY RESTRICTED
JURISDICTION (INCLUDING THE UNITED STATES, CANADA, AUSTRALIA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA AND NEW ZEALAND) OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
23 April 2015
Recommended Acquisition of
Accumuli plc
by
NCC Group plc
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Results of Shareholder Meetings - 23 April 2015
The Accumuli Board is pleased to announce that, at the Court
Meeting and the General Meeting held earlier today, in connection
with the recommended offer being made by NCC Group plc to acquire
the entire issued and to be issued ordinary share capital of the
Company to be effected by way of a scheme of arrangement under Part
26 of the Companies Act 2006 (the "Scheme"), Accumuli Shareholders
voted to:
- approve the Scheme by the necessary majority at the Court
Meeting; and
- pass the Special Resolution to implement the Scheme at the
General Meeting.
Details of these resolutions passed are set out in the notices
of the Court Meeting and General Meeting contained in the scheme
document dated 2 April 2015 sent or made available to Accumuli
Shareholders (the "Scheme Document").
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement have the same meanings as given to
them in the Scheme Document.
Voting results of the Court Meeting
The results of the poll at the Court Meeting held on 23 April
2015 were as follows:
Results of Number of Scheme Percentage Number of Percentage Number of Scheme
Court Meeting Shares voted of Scheme Scheme Shareholders of Scheme Shares voted as
Shares voted who voted Shareholders a percentage of
who voted issued ordinary
share capital entitled
to vote on the Scheme
---------------- ----------------- -------------- --------------------- -------------- ------------------------
FOR 96,872,840 100 36 100 61.25
---------------- ----------------- -------------- --------------------- -------------- ------------------------
AGAINST 0 0 0 0 0
---------------- ----------------- -------------- --------------------- -------------- ------------------------
TOTAL 96,872,840 100 36 100 61.25
---------------- ----------------- -------------- --------------------- -------------- ------------------------
Voting results of the General Meeting
The results of the poll at the General Meeting held on 23 April
2015 were as follows:
FOR AGAINST TOTAL WITHHELD*
------------------------- -------------------- -------------- ------------ ------------
Special Resolution No. of Votes % No. of % No. of Votes No. of Votes
Votes Votes Votes
------------------------- ------------ ------ ------ ------ ------------ ------------
To give effect
to the Scheme,
as set out in
the Notice of
General Meeting,
by amending the
Articles of Association
of Accumuli 96,145,690 99.97 28,041 0.03 96,173,731 0
------------------------- ------------ ------ ------ ------ ------------ ------------
* A vote withheld is not a vote in law and counts neither "For"
nor "Against" the Special Resolution.
Effective Date and Timetable
Completion of the Acquisition remains subject to satisfaction or
waiver of the other Conditions set out in the Scheme Document
including the sanction by the Court of the Scheme and at the Scheme
Court Hearing. The expected timetable of principal events for the
implementation of the Scheme is set out on pages 1 and 2 of the
Scheme Document. As described in detail in the Scheme Document, the
expected date of the Scheme Court Hearing (to sanction the Scheme)
and each of the subsequent dates set out in this timetable could be
subject to change. As announced by Accumuli on 30 March 2015,
Accumuli has applied to the London Stock Exchange for trading in
Accumuli Shares on AIM to be suspended with effect from 7.30 a.m.
(London time) on 30 April 2015.
If any of the key dates set out in the expected timetable
change, Accumuli will give notice of this change by issuing an
announcement through a Regulatory Information Service. Such
announcement will, subject to certain restrictions, also be
available on Accumuli's website at www.accumuli.com and on NCC
Group's website at www.nccgroup.trust respectively.
Subject to certain restrictions, a copy of this announcement and
the amended Articles of Association will also be available on
Accumuli's website at www.accumuli.com.
Enquiries:
NCC Group
Rob Cotton, CEO Tel: +44 (0)161 209
5251
Accumuli
Gavin Lyons, CEO Tel: +44 (0)1256 303
700
Peel Hunt LLP (financial adviser and
broker to NCC Group)
Charlie Batten Tel: +44 (0)20 7418
8900
Rickitt Mitchell & Partners Limited
(financial adviser to NCC Group)
Stuart Moss Tel: +44 (0)161 834
0600
Instinctif Partners (PR to NCC Group)
Adrian Duffield Tel: +44 (0)20 7457
2020
Oakley Capital (financial adviser to
Accumuli, for the purposes of Rule 3
of the Takeover Code)
Marc Jones Tel: +44 (0)20 7766
6900
MXC Capital (financial adviser to Accumuli)
Marc Young Tel: +44 (0)20 7801
9596
finnCap (NOMAD and Broker to Accumuli)
Christopher Raggett Tel: +44 (0)20 7220
0500
Newgate Threadneedle
Adam Lloyd Tel: +44 (0)20 7653
9850
Important notices
MXC Capital Advisory LLP, which is authorised and regulated by
the FCA, is acting exclusively for Accumuli as its financial
adviser and for no one else in connection with the Acquisition and
other matters referred to in this announcement and will not be
responsible to anyone other than Accumuli for providing the
protections afforded to clients of MXC Capital or for providing
advice in relation to the Proposals, the content of this
announcement or any matter or arrangement referred to herein.
Oakley Capital Limited, which is authorised and regulated by the
FCA, is acting exclusively for Accumuli as its financial adviser
for the purposes of Rule 3 of the Takeover Code and no one else in
connection with the Acquisition and other matters referred to in
this announcement and will not be responsible to anyone other than
Accumuli for providing the protections afforded to clients of
Oakley Capital or for providing advice in relation to the
Proposals, the content of this announcement or any matter or
arrangement referred to herein.
finnCap Ltd, which is authorised and regulated by the FCA, is
acting as nominated adviser and corporate broker to Accumuli and
for no one else in connection with the Acquisition and other
matters referred to in this announcement and will not be
responsible to anyone other than Accumuli for providing the
protections afforded to clients of finnCap or for providing advice
in relation to the Proposals, the content of this announcement or
any matter or arrangement referred to herein.
Peel Hunt LLP, which is authorised and regulated by the FCA, is
acting as sponsor, corporate broker and joint financial adviser to
NCC Group and no one else in connection with the Acquisition and
other matters referred to in this announcement and will not regard
any other person as its client in relation to the matters set out
in this announcement and will not be responsible to anyone other
than NCC Group for providing the protections afforded to clients of
Peel Hunt, nor for providing advice in relation to any matter
referred to herein.
Rickitt Mitchell & Partners Limited, which is authorised and
regulated by the FCA, is acting as joint financial adviser to NCC
Group and no one else in connection with the Acquisition and other
matters referred to in this announcement and will not regard any
other person as its client in relation to the matters set out in
this announcement and will not be responsible to anyone other than
NCC Group for providing the protections afforded to clients of
Rickitt Mitchell, nor for providing advice in relation to any
matter referred to herein.
Overseas jurisdictions
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. In particular, the
ability of persons who are not resident in the United Kingdom to
execute and deliver a Form of Election in respect of a purported
election under the Mix and Match Facility, may be affected by the
laws of the relevant jurisdictions in which they are located. 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 the United Kingdom.
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 such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
them in or into or from any Restricted Jurisdiction. If the
Acquisition is implemented by way of an Acquisition Offer (unless
otherwise permitted by applicable law and regulation), the
Acquisition Offer may 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 and the
Acquisition Offer may not be capable of acceptance by any such use,
means, instrumentality or facilities.
Notice to US investors
The Acquisition relates to the shares of an English company that
is not registered under the US Securities Exchange Act of 1934 (the
"US Exchange Act") and is being made by means of a scheme of
arrangement provided for under English company law. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US
Exchange Act. Accordingly, the Acquisition is subject to the
disclosure requirements and practices applicable in the United
Kingdom to schemes of arrangement which differ from the disclosure
requirements in the United States tender offer and proxy
solicitation rules under the Exchange Act. If, in the future, NCC
Group exercises the right to implement the Acquisition by way of a
takeover offer and decides to extend the offer into the United
States, the Acquisition Offer will be made in compliance with
applicable US laws and regulations including the applicable
provisions of the tender offer rules under the US Exchange Act, to
the extent applicable. Financial information included (or
incorporated by reference) in the Scheme Document has been or will
have been prepared in accordance with accounting standards
applicable in the United Kingdom that may not be comparable to
financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the United States.
Any securities to be issued in connection with the Acquisition
have not been and will not be registered under the US Securities
Act of 1933 (the "US Securities Act"), or under the securities laws
of any state, district or other jurisdiction of the United States.
Accordingly, such securities may not be offered, sold or delivered,
directly or indirectly, in or into such jurisdictions except
pursuant to exemptions from, or transactions not subject to, the
registration requirements of the United States. It is expected that
the New NCC Group Shares will be issued in reliance upon the
exemption from such registration provided by Section 3(a)(10) of
the US Securities Act. Under applicable US securities laws, persons
(whether or not US persons) who are or will be "affiliates" (within
the meaning of the US Securities Act) of NCC Group or Accumuli
prior to, or of the Enlarged Group after, the Effective Date will
be subject to certain transfer restrictions relating to the NCC
Group Shares received in connection with the Acquisition.
It may be difficult for US holders of Accumuli Shares to enforce
their rights and any claim arising out of US federal laws, since
NCC Group and Accumuli are located in a non-US jurisdiction and
some or all of their officers and directors may be residents of a
non-US jurisdiction. US holders of Accumuli Shares may not be able
to sue a non-US company or its officers or directors in a non-US
court for violations of the US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject
themselves to a US court's judgement.
Provision of certain information
Please be aware that addresses, electronic addresses and certain
other information provided by Accumuli Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Accumuli may be provided to NCC Group during
the Offer Period as required under Section 4 of Appendix 4 of the
Takeover Code.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 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 10(th) business day
following the commencement of the Offer Period and, if appropriate,
by no later than 3.30 p.m. (London time) on the 10(th) 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 of
the Takeover Code). 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 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.
Publication on website
A copy of this announcement will be made available subject to
certain restrictions relating to Restricted Overseas Persons on
Accumuli's website (www.accumuli.com) and on NCC Group's website
(www.nccgroup.trust) respectively. For the avoidance of doubt, the
contents of these websites are not incorporated into and not do
form part of this announcement.
Requesting hard copy documents
In accordance with Rule 30.2 of the Takeover Code, a person so
entitled may request a copy of this announcement and any
information incorporated into it by reference to another source in
hard copy form. A person may also request that all future
documents, announcements and information to be sent to that person
in relation to the Acquisition should be in hard copy form. For
persons who receive a copy of this announcement in electronic form
or via a website notification, a hard copy of this announcement
will not be sent unless so requested from either NCC Group by
contacting Peel Hunt on +44 20 7418 8900 or Accumuli by contacting
MXC Capital on +44 20 7801 9596, as appropriate.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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