RNS Number:2002N
Angus Newco Limited
04 February 2008
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, IN OR INTO OR FROM THE UNITED STATES, CANADA OR AUSTRALIA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
4 February 2008
Recommended cash offer by Angus Newco Limited for Inspicio plc
Offer declared wholly unconditional
Further to the Offer made on 13 December 2007 by Angus Newco Limited ("Angus
Newco") to acquire the entire issued and to be issued share capital of Inspicio
plc ("Inspicio"), Angus Newco is pleased to declare the Offer wholly
unconditional having received all necessary competition clearances.
As announced on 18 January 2008, the Offer has been extended and will remain
open for acceptance until further notice.
Settlement of the consideration under the Offer in respect of acceptances
received, complete in all respects, prior to the date of this announcement is
expected to be effected on 15 February 2008.
As at 1.00 p.m. (London time) on 1 February 2008, Valid Acceptances of the Offer
had been received in respect of a total of 70,877,095 Inspicio Shares,
representing approximately 69.76 per cent. of the existing issued share capital
of Inspicio ("Valid Acceptances").
Furthermore, as at 1.00 p.m. (London time) on 1 February 2008, Angus Newco held
24,000,000 Inspicio Shares, representing approximately 23.62 per cent. of the
existing issued share capital of Inspicio. These Inspicio Shares were acquired
by Angus Newco on 14 December 2007, and include 6,613,636 Inspicio Shares,
representing 6.51 per cent. of the existing issued share capital of Inspicio,
acquired from Cycladic Capital LLP, who had given Angus Newco a non-binding
letter of intent to accept the Offer.
Accordingly, as at 1.00 p.m. (London time) on 1 February 2008, Angus Newco held,
or had received Valid Acceptances in respect of, an aggregate of 94,877,095
Inspicio Shares, representing approximately 93.38 per cent. of the existing
issued share capital of Inspicio.
Of the Valid Acceptances, acceptances relating to an aggregate of 998,344
Inspicio Shares, representing approximately 0.98 per cent. of the existing
issued share capital of Inspicio, had been received from persons acting in
concert with Angus Newco.
On the basis of information available from acceptances, and confirmations
received by Angus Newco from those Inspicio Shareholders who gave either an
irrevocable undertaking or a non-binding letter of intent to accept the Offer,
of the Valid Acceptances:
* an aggregate of 6,026,304 Inspicio Shares, representing approximately
5.93 per cent. of the existing issued share capital of Inspicio, were
subject to irrevocable undertakings to accept the Offer procured by Angus
Newco prior to the announcement of the Offer; and
* an aggregate of 9,187,145 Inspicio Shares, representing approximately
9.04 per cent. of the existing issued share capital of Inspicio, were
subject to non-binding letters of intent to accept the Offer procured by
Angus Newco prior to the announcement of the Offer.
Full details of the irrevocable commitments are set out on the Offer Document
dated 13 December 2007. Valid Acceptances have now been received pursuant to all
these irrevocable undertakings.
Since Angus Newco has received Valid Acceptances of the Offer in respect of, or
has otherwise acquired since making the Offer, Inspicio Shares representing not
less than 90 per cent in value of the shares to which the Offer relates and not
less than 90 per cent of the voting rights carried by the shares to which the
Offer relates, Angus Newco is entitled to exercise rights pursuant to section
979 of the Companies Act 2006 to acquire compulsorily all of the Inspicio Shares
in respect of which Valid Acceptances of the Offer have not been received.
Accordingly, compulsory acquisition notices will be dispatched shortly to the
holders of Inspicio Shares who have not yet validly accepted the Offer.
Angus Newco intends to procure the making of an application by Inspicio to AIM
for the cancellation of the admission of the Inspicio shares to AIM and it is
anticipated that the cancellation of the admission of Inspicio shares to AIM
will take effect no earlier than the expiry of 20 business days after the date
of this announcement.
Details of the interests in Inspicio Shares of persons acting in concert with
Angus Newco are set out in the Appendix to this announcement. Save as set out in
this announcement (including the Appendix), neither Angus Newco nor, so far as
Angus Newco is aware, any person acting or deemed to be acting in concert with
Angus Newco has any interest in any Inspicio Shares or in any securities
convertible or exchangeable into Inspicio Shares ("Relevant Inspicio
Securities") or has any rights to subscribe for Relevant Inspicio Securities or
holds any short position in relation to Relevant Inspicio Securities (whether
conditional or absolute and whether in the money or otherwise), including any
short position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take delivery, or
has borrowed or lent any Relevant Inspicio Securities (save for borrowed
Inspicio Shares which have been either on-lent or sold).
Inspicio Shareholders who wish to accept the Offer, but have not yet done so,
are strongly encouraged (in the case of Inspicio Shares which are not held in
CREST) to complete and return a Form of Acceptance, or in the case of Inspicio
Shares in uncertificated form (that is, in CREST), to take the actions set out
in paragraph 17 of the letter from Angus Newco in Part 2 of the Offer Document,
in each case as soon as possible.
Enquiries:
Rothschild (financial adviser to Angus Newco and 3i) Tel: +44 (0)20 7280 5000
Stuart Vincent
Dev Tanna
JPMorgan Cazenove (corporate broker to Angus Newco Tel: +44 (0)20 7588 2828
and 3i)
Jonathan Wilcox
Barry Meyers
The Maitland Consultancy (3i PR enquiries) Tel: + 44 (0)20 7379 5151
Angus Maitland
The definitions set out in the Offer Document dated 13 December 2007 apply to
this announcement (including the Appendix) unless otherwise indicated.
The directors of Angus Newco accept responsibility for the information contained
in this announcement. To the best of the knowledge and belief of the directors
of Angus Newco (who have taken all reasonable care to ensure that such is the
case), the information contained in this announcement is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
N M Rothschild & Sons Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for 3i
Investments, the 3i Investors and Angus Newco and no one else in connection with
the Offer and will not be responsible to anyone other than 3i Investments, the
3i Investors and Angus Newco for providing the protections afforded to clients
of N M Rothschild & Sons Limited nor for providing advice in relation to the
Offer, the contents of this announcement, or any transaction or arrangement
referenced herein.
This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to this
announcement or otherwise. The Offer Document contains the full terms and
conditions of the Offer, including details of how the Offer may be accepted.
This announcement has been prepared for the purpose of complying with English
law and the City 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.
The distribution of this announcement in jurisdictions other than the United
Kingdom and the availability of the Offer to Inspicio Shareholders who are not
resident in the United Kingdom may be affected by the laws of relevant
jurisdictions. Therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or Inspicio Shareholders who are not
resident in the United Kingdom will need to inform themselves about, and
observe, any applicable requirements.
Unless otherwise determined by Angus Newco or required by the City Code and
permitted by applicable law and regulation, the Offer is not being, and will not
be, made, directly or indirectly, in or into or by the use of the mails of, or
by any other means or instrumentality (including, without limitation, electronic
mail, facsimile transmission, telex, telephone, internet or other forms of
electronic communication) of interstate or foreign commerce of, or any facility
of a national state or other securities exchange of the United States, Canada,
Australia or any other Restricted Jurisdiction and will not be capable of
acceptance by any such use, means, instrumentality or facility or from within
the United States, Canada, Australia or any other Restricted Jurisdiction.
Accordingly, unless otherwise determined by Angus Newco or required by the City
Code and permitted by applicable law and regulation, copies of this announcement
are not being, and must not be, directly or indirectly, mailed, transmitted or
otherwise forwarded, distributed or sent in, into or from the United States,
Canada, Australia or any other Restricted Jurisdiction and persons receiving
this announcement (including, without limitation, custodians, nominees or
trustees) must not mail or otherwise forward, distribute or send it in, into or
from such jurisdiction. Any person (including, without limitation, any
custodian, nominee or trustee) who would, or otherwise intends to, or who may
have a contractual or legal obligation to, forward this announcement and/or the
Offer Document and/or any other related document to any jurisdiction outside the
United Kingdom should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction.
Appendix
1. Members of the Executive Management Team, together with Keith Tozzi, have the
following interests in Inspicio Shares:
Name Number of Percentage of
Inspicio existing issued
Shares share capital
Mark Jonathan Silver 255,700 * 0.25
Keith Tozzi 158,000 ** 0.16
Richard McBride 23,000 *** 0.02
Julie Elizabeth Dedman 535,160 0.53
* 123,200 Inspicio Shares are held through Worldwide Nominees Limited.
** 12,400 Inspicio Shares held by OFA Trustee Services Ltd.
*** This figure includes 15,000 Inspicio Shares that Richard McBride has
transferred to his wife, Stephanie McBride.
2. Members of the Executive Management Team, together with Keith Tozzi, have the
following interests pursuant to the Inspicio Share Option Schemes:
Name Number of Number of Total number
ordinary shares ordinary shares of ordinary
in Inspicio in Inspicio shares in
subject to subject to Inspicio,
options* options** subject
to Inspicio
Share Option
Schemes
Neil Hopkins 350,000 - 350,000
Julie Dedman - 350,000 350,000
Mark Silver 99,999 1,400,001 1,500,000
Keith Tozzi 99,999 1,400,001 1,500,000
Richard McBride - 350,000 350,000
* Options granted pursuant to the Inspicio Share Option Scheme.
** Options granted pursuant to the Inspicio Employee Benefit Trust Incentive
Plan.
3. Angus Newco's Corporate Broker, JPMorgan Cazenove Limited and its relevant
persons, have the following interests in Inspicio Shares:
Name Number of Percentage of
Inspicio existing issued
Shares share capital
J.P.Morgan Securities Ltd 26,484 0.03
This information is provided by RNS
The company news service from the London Stock Exchange
END
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