Penna Consulting PLC Offer for Savile Group plc (7572S)

TIDMPNA TIDMSAVG

RNS Number : 7572S

Penna Consulting PLC

12 November 2013

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

12 November 2013

RECOMMENDED CASH OFFER

for

Savile Group plc ("Savile")

Penna Consulting plc ("Penna")

Summary

-- The boards of Penna and Savile are pleased to announce that they have reached agreement on the terms of a recommended cash offer for Savile, pursuant to which Penna will acquire the entire issued and to be issued ordinary share capital of Savile (the "Offer").

-- Under the terms of the Offer, Savile Shareholders will be entitled to receive 7 pence in cash for every Savile Share.

-- The Offer values the entire issued and to be issued share capital of Savile (fully diluted for the exercise of all options and/or awards considered to be 'in the money' at the Offer Price under the Savile Share Option Scheme) at approximately GBP1.1 million.

-- The Offer Price represents a premium of approximately 115 per cent. to the Closing Price of 3.25 pence at the close of business on 11 November 2013, being the latest practicable date prior to this Announcement.

-- Penna has obtained irrevocable undertakings to accept, or procure the acceptance of, the Offer in respect of 4,083,445 Savile Shares representing, in aggregate, approximately 27.3 per cent. of the issued share capital of Savile. These irrevocable undertakings will remain binding in the event of a competing offer being made for Savile.

-- The cash consideration payable under the Offer is being financed from Penna's existing financial resources.

-- The Savile Directors, who have been so advised by Cairn Financial Advisers, consider the terms of the Offer to be fair and reasonable. In providing its advice, Cairn Financial Advisers has taken into account the commercial assessments of the Savile Directors. Accordingly, the Savile Directors intend to recommend unanimously that Savile Shareholders accept the Offer.

-- Penna is an international provider of human capital management consultancy services. It is organised into two service groups, HR Consulting and Recruitment Solutions. Savile is an AIM-quoted UK human resources consulting group with a focus on outplacement, talent management and the provision of board and senior leadership development services.

-- The Offer Document setting out further details of the Offer and the procedures to be followed in connection with the acceptance of the Offer will be made available to Savile Shareholders today.

Commenting on the Offer, Stephen Rowlinson, Chairman of Penna, said:

"Penna and Savile have complementary businesses. Both companies are committed to providing their clients with the highest possible standards of service and providing their employees with the opportunity to pursue satisfying, stimulating and rewarding careers. The Enlarged Group will provide clients with a broad range of Human Resource services and could benefit from opportunities to reduce costs by elimination of duplicated administrative functions. The Board of Penna believes the merger will be earnings enhancing in the first full financial year following the Offer becoming, or being declared, unconditional in all respects(*) ."

Commenting on the Offer, David Harrel, Chairman of Savile, said:

"We are pleased to be teaming up with Penna who we believe will provide our businesses with the scale and resources needed to compete more effectively in their respective markets."

*This statement should not be construed as a profit forecast or be interpreted to mean that the future earnings per share, profits, margins or cash flows of Penna will necessarily be greater or less than the historical published earnings per share, profits, margins or cash flows of Penna.

 
 
   Enquiries: 
 Penna Consulting Plc                         +44 (0) 207 332 7754 
 Stephen Rowlinson (Chairman) 
  Gary Browning (Chief Executive) 
  David Firth (Finance Director) 
 Charles Stanley Securities (Financial 
  Adviser, Nominated Adviser and Corporate 
  Broker to Penna)                            +44 (0)20 7149 6000 
 Marc Milmo 
  Karri Vuori 
 
 
 Savile Group plc                               +44 (0) 20 7204 6990 
 David Harrel (Chairman) 
  Mark Sidlin (Finance Director) 
 Cairn Financial Advisers (Nominated Adviser 
  and Rule 3 Adviser to Savile)                 +44 (0) 20 7148 7900 
 Tony Rawlinson 
  Paul Trendell

This summary should be read in conjunction with the full text of this Announcement. Appendix I to this Announcement contains the conditions to, and certain further terms of, the Offer. Appendix II to this Announcement contains further details of the sources of information and bases of calculations set out in this Announcement. Appendix III contains a summary of the irrevocable undertakings to accept, or procure the acceptance of, the Offer given by certain Savile Shareholders. Appendix IV contains definitions of certain terms and expressions used in this summary and in this Announcement.

Charles Stanley Securities, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Penna and no one else in connection with the Offer and this Announcement and will not be responsible to anyone other than Penna for providing the protections afforded to clients of Charles Stanley Securities nor for providing advice in connection with the Offer or any matter referred to herein.

Cairn Financial Advisers, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Savile and no one else in connection with the Offer and this Announcement and will not be responsible to anyone other than Savile for providing the protections afforded to clients of Cairn Financial Advisers nor for providing advice in connection with the Offer or any matter referred to herein.

This Announcement is for information purposes only and is not intended to 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 purchase or subscribe for any securities, or the solicitation of any acceptance, vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document, which, together with the Form of Acceptance, will contain the full terms and conditions of the Offer, including details of how to accept the Offer. Savile and Penna urge Savile Shareholders to read the Offer Document which will be made available to Savile Shareholders (with the exception of certain Savile Shareholders in Restricted Jurisdictions) today as it will contain important information relating to the Offer.

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

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.

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 the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements.

In particular, the ability of persons who are not resident in the United Kingdom to accept the Offer may be affected by the laws of the relevant jurisdictions in which they are located.

Copies of this Announcement and any formal documentation relating to the Offer 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. The 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 Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Further details in relation to overseas Savile Shareholders will be contained in the Offer Document.

Notice to US investors

The Offer will be made for securities in a UK company and Savile Shareholders in the United States should be aware that this Announcement, the Offer Document and any other documents relating to the Offer have been, or will be, prepared in accordance with the Code and UK disclosure requirements, format and style, all of which differ from those in the United States. Savile's financial statements, and all financial information that is included in this Announcement or that may be included in the Offer Document or any other documents relating to the Offer, have been, or will be, prepared in accordance with International Financial Reporting Standards adopted by the European Union and therefore may not be comparable to financial statements of US companies or companies whose financial statements are prepared in accordance with US GAAP.

The Offer, if required to be made, will be made in the United States pursuant to applicable exemptions under the US tender offer rules and securities laws and otherwise in accordance with the requirements of the Code, the Panel and the London Stock Exchange. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law. In the United States, the Offer will be made solely by Penna and not by its financial adviser.

Both Savile and Penna are companies incorporated under the laws of England and Wales. All of the assets of Savile and Penna are located outside the United States. As a result, it may not be possible for Savile Shareholders in the United States to effect service of process within the United States upon Savile or Penna or their respective officers or directors or to enforce against any of them judgments of the United States predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue Savile or Penna or their respective officers or directors in a non-US court for violations of the US securities laws. There is also substantial doubt as to enforceability in the United Kingdom in original actions, or in actions for the enforcement of judgments of US courts, based on civil liability provisions of US federal securities laws.

This Announcement does not constitute an offer of securities for sale in the United States or an offer to acquire or exchange securities in the United States. No offer to acquire securities or to exchange securities for other securities has been made, directly or indirectly, in or into, or by use of the mails, any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than (i) in accordance with the tender offer requirements under the US Securities Exchange Act, as amended, or the securities laws of such other country, as the case may be, or (ii) pursuant to an available exemption from such requirements.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Offer, or passed comment upon the adequacy or completeness of this Announcement. Any representation to the contrary is a criminal offence.

Forward looking statements

This Announcement may contain statements about Penna and Savile that are or may be forward looking statements. All statements other than statements of historical facts included in this Announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Penna's and/or Savile's operations and potential synergies and cost savings resulting from the Offer; and (iii) the effects of government regulation on Penna's or Savile's business.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements. Penna and Savile disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

Not a profit forecast

No statement in this Announcement is intended as a profit forecast or profit estimate and no statement in this Announcement should be interpreted to mean that earnings or the future earnings per share of Penna (as enlarged by the acquisition of Savile), Penna and/or Savile for the current or future financial years would necessarily match or exceed the historical or published earnings per share of Penna or Savile.

Market purchases

In accordance with normal UK market practice, Penna and/or other members of the Penna Group or their nominees or brokers (acting as agents) may, from time to time, make certain purchases of, or arrangements to purchase, Savile Shares outside of the United States, other than pursuant to the Offer, during the Offer Period. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK.

Disclosure requirements of the City Code

Under Rule 8.3(a) of the 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 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 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 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 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 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 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 +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.

Information relating to Savile Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Savile Shareholders, persons with information rights and other relevant persons for the receipt of communications from Savile may be provided to Penna during the Offer Period where requested under paragraph 4 of Appendix 4 of the Code.

Publication on website

A copy of this Announcement will be made available, free of charge subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at http://investors.savileplc.com and www.penna.com by no later than 12 noon (London time) on the Business Day following the date of this Announcement.

Neither the content of the websites referred to in this Announcement nor the content of any websites accessible from hyperlinks on Savile's and/or Penna's websites (or any other websites) is incorporated into, or forms part of, this Announcement.

You may request a hard copy of this Announcement, free of charge, by contacting Share Registrars Limited on +44 (0) 1252 821 390. Unless so requested, a hard copy of this Announcement will not be sent to you. Savile Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the Code, Savile confirms that it has 14,944,120 Savile Shares in issue and admitted to trading on AIM, a market of the London Stock Exchange, under ISIN GB0008480732.

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

12 November 2013

RECOMMENDED CASH OFFER

for

Savile Group plc ("Savile")

Penna Consulting plc ("Penna")

   1        Introduction

The boards of Penna and Savile are pleased to announce that they have reached agreement on the terms of a recommended cash offer for Savile, pursuant to which Penna will acquire the entire issued and to be issued ordinary share capital of Savile (the "Offer").

   2        The Offer

The Offer to acquire the entire issued and to be issued share capital of Savile will be subject to the conditions and further terms set out below and in Appendix I and to the full terms and conditions which will be set out in the Offer Document and (in respect of Savile Shares held in certificated form) the Form of Acceptance. The Offer will be made on the following basis:

For each Savile Share 7 pence in cash

The Offer values the entire issued and to be issued share capital of Savile (fully diluted for the exercise of all options and/or awards considered to be 'in the money' at the Offer Price under the Savile Share Option Scheme) at approximately GBP1.1 million.

The Offer Price represents a premium of approximately 115 per cent. to the Closing Price of 3.25 pence at the close of business on 11 November 2013, being the latest practicable date prior to the date of this Announcement.

Pursuant to the Offer, the Savile Shares will be acquired with full title guarantee fully paid and free from all liens, charges, encumbrances, rights of pre-emption and any other third party rights and interests of any nature and together with all rights attaching to such Savile Shares, including, without limitation, voting rights and the right to receive in full all dividends and other distributions (if any) announced, declared, made or paid or any return of capital made on or after the date of this Announcement.

   3        Background to, and reasons for, the Offer

Penna and Savile offer their clients a similar portfolio of human resource services. The Penna Directors therefore believe that a merger of the two businesses will bring operational and marketing synergies and could permit significant cost reductions.

The principal activity of both companies is the provision of career transition consultancy services. For the financial year ended 31 March 2013, Penna's revenue from this part of its business was GBP18.2 million which represented approximately 27 per cent. of Penna's total revenue. In the financial year ended 30 June 2013, Savile's career transition revenue amounted to GBP6.1 million which represented approximately 76 per cent. of Savile's total revenue. The much larger Penna administration unit will be able to absorb the administrative and finance functions of the Savile operations with only a small increase in total costs for Penna. After a transition period, therefore, savings are expected in relation to current administrative costs for the combined business due to economies of scale.

Further economies of scale and an increase in effectiveness will be sought in marketing and management as the two career transition units will be merged into a single operation. Both companies currently have a number of regional offices and, accordingly, savings of rent, other space costs and personnel costs are expected as local facilities are combined.

In addition to such cost savings, the Enlarged Group will benefit from a pooling of the two management teams' considerable experience and expertise in career transition. The Penna Directors believe that the Enlarged Group will become one of the larger providers of career transition services in the UK. The combined resources of Penna and Savile will create a formidable operation in the career transition space with international capabilities and ambition.

Similar, but smaller scale, benefits should accrue from the combination of the talent management teams of both companies. The merger will create a talent management business with combined revenues of approximately GBP7.5 million (based on the latest audited full year accounts of both Penna and Savile) which, the Penna Directors believe, will be a leading provider of talent management services to both the private and the public sectors. Talent management is the provision of consultancy and the planning and implementation of action programmes to enable clients to maximise their ability to attract, assess, develop, motivate and retain the very brightest and best people. This is a key sector of the human resource consulting market.

In addition to its career transition and talent management operations, Savile has its IDDAS business which provides clients with a range of board level consulting services. It is expected that the IDDAS team will benefit from the operating efficiencies and marketing expertise available by becoming part of Penna and that IDDAS will work closely with the Enlarged Group's talent management, recruitment and career solutions groups as well as Penna's Senior Directors unit which has a similar client base and some complementary services. In addition to the cost and marketing benefits for the operating units outlined above, costs will also be saved at Savile's corporate level. Savile currently bears a wide range of personnel and other costs related to its status as an independent quoted business. These costs are a considerable burden for a relatively small quoted company. The merger with Penna will afford Savile an opportunity to reduce significantly the bulk of such expenditure.

The cost savings and the operating and marketing advantages that are anticipated to result from the merger should allow Savile's operating units to return to profitability. *

The operations of Savile can therefore be expected to make positive contributions to the Enlarged Group. The Penna Directors believe that the acquisition of Savile will enhance its earnings in the first full financial year immediately following the Offer becoming, or being declared, unconditional in all respects.*

*These statements should not be construed as a profit forecast or be interpreted to mean that the future earnings per share, profits, margins or cash flows of Penna will necessarily be greater or less than the historical published earnings per share, profits, margins or cash flows of Penna.

   4        Background to, and reasons for, the Savile Directors' recommendation of the Offer

The Savile Board has been aware for some time that whilst the Savile Group's businesses are well established in their respective fields, Savile's career transition business, Fairplace, which represented approximately 76 per cent. of total Savile Group sales in the financial year ended 30 June 2013, has a significant impact on the overall performance of the Savile Group. Fairplace is heavily focused on the financial services market which is cyclical and where demand for its services has also tended to be seasonal. These factors have historically resulted in a volatile performance.

In order to counter these issues, in May 2012, Savile acquired Career Management Consultants Limited ("CMC") with the objective of reinforcing Fairplace's position as one of the UK's major providers of career transition services and enhancing regional presence as well as adding diversity to the client base. Since acquiring CMC, the Savile Board has integrated its operations with those of Fairplace and merged and consolidated its overhead base within the Savile Group so as to reduce the breakeven point. The trade of CMC moved into Fairplace in the financial year ended 30 June 2013 and the career transition percentage of approximately 76 per cent. referred to above represents the merged business.

Despite the acquisition of CMC, the Savile Group's enlarged career transition business has remained vulnerable to market downturns. Whilst it was profitable in the six months ended 30 June 2013, it has since experienced an extremely disappointing trading period which was significantly below the Savile Board's expectations and its future performance is difficult to predict with any degree of certainty with the cycle generally turning against the business as the financial services sector recovers. The trading statement published on 25 September 2013 was a reflection of the fact that Savile finds it difficult to weather a period of downturn in its key markets.

Savile's talent management business, Cedar, and its board focused business, IDDAS, both made losses in the latest completed financial year. Savile invested considerably in both Cedar and IDDAS but Cedar's re-launch failed to achieve the traction that the Savile Directors had hoped for in the financial year ended 30 June 2013 and therefore additional work is having to be done to improve performance. IDDAS has been refocused on board practice, particularly board evaluation and effectiveness, and Clare Chalmers, its new chief executive hired this year with a wealth of experience in this field, has remodelled the IDDAS business with a more flexible cost base.

Following a detailed review of the Savile Group's market position and prospects to generate long term shareholder value, the Savile Directors formed the view that the Savile Group's main business, Fairplace, is sub-scale and either needs to grow further organically or merge with a similar business where economies of scale can be achieved.

Furthermore, as a smaller AIM-quoted company, Savile is sub-scale and its overheads are high relative to its sales. This has, from time to time, put pressure on the Savile Group's limited cash reserves and continues to do so as a result of the continued subdued trading in the career transition business. If trading does not improve over the coming months, further actions including further cost savings and/or additional financing is/are likely to be required, the outcome of which is uncertain.

All of these factors have resulted in a disappointing share price performance for some time. As the Savile Directors, collectively, own a significant proportion of Savile and have invested considerable sums acquiring shares, they understand well the disappointment felt by Savile Shareholders. The Savile Board has considered plans to reshape the existing Savile Group into a more viable form but believes that this would require significant additional investment and the outcomes and timing would be uncertain,

The Savile Board has therefore decided to adopt a course of action which it believes is most likely to secure the long term future of the Savile Group's businesses by initiating merger discussions with Penna. The Savile Directors believe that Penna's businesses complement those of Savile and will provide Fairplace with the scale needed to operate successfully. The other Savile businesses, Cedar and IDDAS, will, the Savile Directors believe, also benefit from being part of a larger group.

Finally, given the current illiquidity of Savile Shares, the Savile Board believes that the Offer is the only means by which Savile Shareholders are likely to be able to realise in full their investment in Savile at a premium to the current price of a Savile Share in the short to medium term.

   5        Recommendation

The Savile Directors, who have been so advised by Cairn Financial Advisers, consider the terms of the Offer to be fair and reasonable. In providing its advice, Cairn Financial Advisers has taken into account the commercial assessments of the Savile Directors.

Accordingly, the Savile Directors intend to recommend unanimously that Savile Shareholders accept the Offer as they have irrevocably undertaken to do in respect of a total of 4,083,445 Savile Shares, representing, in aggregate, approximately 27.3 per cent. of Savile's issued share capital.

   6        Irrevocable undertakings

Penna has received irrevocable undertakings to accept, or procure the acceptance of, the Offer from the Savile Directors who hold Savile Shares in respect of at total of 4,083,445 Savile Shares, representing, in aggregate, approximately 27.3 per cent. of Savile's issued ordinary share capital.

Further details of these irrevocable undertakings (including the circumstances in which they cease to be binding on the persons who gave them) are set out in Appendix III to this Announcement.

   7        Information on Penna

Penna is an international provider of human capital management consultancy services. Penna is organised into two service groups, namely HR consulting and Recruitment Solutions.

HR Consulting includes Penna's leading outplacement consultancy as well as services which are focused on selecting and developing individual leaders and their teams, identifying and developing talent and assisting clients to manage the people aspects of change. These services include coaching, assessment, leadership consulting, leadership development and career development.

Recruitment Solutions combines Penna's service capabilities in recruitment advertising and communications, managed recruitment and assessment, executive search and executive interim. This broad range of recruitment activities enables Penna to offer clients in both the public and private sectors innovative solutions to their recruitment needs.

Penna has today also announced its unaudited interim results for the six months ended 30 September 2013. Revenue in the period was GBP31.9 million and operating profit was GBP1.1 million.

Revenue from HR Consulting for the six months to 30 September 2013 was GBP10.7 million, 16 per cent. lower than the corresponding period in 2012. This reduction in revenue followed the closure of the loss-making Swedish operation and lower career transition revenues as this part of the business settles back to post-recessionary levels of activity. However, the decrease in net revenues from HR Consulting has been offset by significant reductions in the cost base through tight control on headcount and overheads. Therefore, operating profits in HR Consulting fell by only GBP0.2 million from GBP1.1 million to GBP0.9 million. There were some important new client wins in the period, the benefit of which will be seen towards the end of the current financial year and into 2014/15.

Revenue from Penna's Recruitment Solutions division held up well in the period at GBP21.2 million and there was an impressive increase in operating profits to GBP0.6 million (2012: GBP0.1 million).

This improvement in profitability resulted from better margins and a continuing shift in the mix of work away from low margin advertising to higher margin consultancy based recruitment. Penna is seeing an increasing pipeline of new recruitment contracts and the Penna Directors believe that a continuing improvement in the UK economy should lead to an increase in recruitment activity across a wide range of clients.

In terms of outlook, in Penna's interim announcement released today, the following statement was made:

"The UK economy is now growing and we are seeing the benefits from this and from a series of important client contract renewals and new client wins. We intend and expect all of our service lines to capitalise on this improving economic outlook to expand both by organic growth and by carefully planned acquisitions."

   8        Information on Savile

Savile is incorporated in England and Wales and its shares currently trade on AIM. It has a total issued share capital of 14,944,120 Savile Shares and a market capitalisation of approximately GBP0.49 million based on the mid-market share price of 3.25 pence per Savile Share at the close of business on 11 November 2013 (being the last Business Day prior to the date of this Announcement).

The Savile Group is a UK human resources consulting group with a long track record in helping blue chip organisations improve business performance through the development of their people.

The Savile Group comprises three operating businesses:

-- Fairplace, which specialises in providing career transition, career management and career coaching services to suit the needs of all people at all stages of their careers. Fairplace has partnered with over 200 organisations and helped over 100,000 individuals with career transition and career management;

-- Cedar, which provides consultancy services and helps organisations improve the performance of their managers and leaders. Cedar has been delivering coaching, leadership and talent development programmes for over 20 years; and

-- IDDAS, which works with client companies at the most senior level to enhance board effectiveness and support leaders through business and career transitions. It provides executive coaching and mentoring at the individual level and board and leadership effectiveness assessments to help boards focus on the future.

Savile published its audited results for the financial year ended 30 June 2013 today. The Savile Group faced a challenging year. Operating revenues on continuing operations were GBP8.1 million and the Savile Group made an operating loss of GBP333,000, after charging reorganisation costs of GBP446,000 relating to the career transition business.

The first quarter of the current financial year has been extremely disappointing and below the Savile Directors' expectations with a significant downturn in activity in the Savile Group's career transition business. Trading during July and August was below expectations in what are traditionally quiet months and the usual recovery in September was much weaker than in previous years. Trading has continued at lower levels than for the equivalent period last year in career transition, reflecting subdued career transition activity in the financial services sector as the economy recovers. The Savile Directors have taken steps to align costs with lower activity levels. The reduced sales and losses have had a commensurate adverse impact on the Savile Group's cash reserves.

9 Penna's strategic plans for Savile and its intentions regarding Savile's management, employees and locations

Penna is continuing to assess the most effective approach to the integration of the Savile business within Penna. However, it is expected that the career transition unit of Savile will be merged with those of Penna. The Penna Directors believe that this will bring substantial operational and marketing synergies and a reduction in administrative costs. The combined operation will be a leading UK provider of career transition services.

Similarly, the talent management teams of Savile and Penna will be combined into a new division of the Enlarged Group. The Penna Directors believe that the increased scale of the combined Penna and Savile talent management business could provide an opportunity to increase the range and depth of the specialist services provided.

Savile's IDDAS subsidiary provides clients with a range of specialist board level consulting services. It is expected that the IDDAS team will benefit from the operating efficiencies and marketing expertise available by becoming part of the Penna Group and that IDDAS will work closely with the Enlarged Group's talent management, recruitment and career solutions groups as well as Penna's Senior Directors unit which has a similar client base and some complementary services.

The Penna Directors believe that the administrative and finance functions of Penna will be able to absorb Savile's similar activities which will lead to savings in Savile's current administrative costs. While no detailed plans have been formulated at this stage, this process will result in a degree of back office rationalisation and associated headcount reduction in administrative and support services with Savile's administrative functions. It is Penna's intention to merge the finance and business support teams currently located in Northwich into the respective Penna teams located in Central London and Maidenhead. Penna will ensure that any Savile employees that will be impacted by this relocation will be provided with appropriate levels of support, advice and guidance.

The Penna Directors believe that the acquisition of Savile by Penna is an opportunity for all Savile and Penna client-facing employees to support clients with a broader range of services and greater resources and Penna does not envisage that the acquisition will result in a reduction of client-facing employees or consultants.

Jonathan Cohen, Penny de Valk and Clare Chalmers, who are currently members of the Savile Board, will continue to work for Penna. The terms and conditions of their employment will remain unchanged, save that they will no longer be Savile Board directors and will not take up any position on the main board of Penna. Penny de Valk and Clare Chalmers will take up positions on the board of Penna plc, which is a subsidiary of Penna and Penna's main UK trading company. Upon the Offer becoming, or being declared, unconditional in all respects, it is expected that the non-executive directors of Savile and Mark Sidlin, Savile's finance director, will resign from the Savile Board.

The Penna Directors currently do not believe that the acquisition of Savile will lead to a material change in the conditions and locations of employment for the employees and management of Penna as the intentionis that the Savile businesses will be integrated into those of Penna.

Penna has given assurances to the Savile Directors that, following the Offer becoming, or being declared, unconditional in all respects, the existing employment rights, including with respect to pension contributions, of the directors, employees and contractors of Savile will be fully safeguarded.

Whilst there can be no certainty in relation to such matters, the Savile Board considers that the effect of Penna's stated plans for the Savile Group's businesses will, on balance, be in the long term interests of Savile Group employees and the Savile Group's businesses.

   10      Savile Share Option Scheme

The Offer extends to any Savile Shares which are unconditionally allotted or issued and fully paid (or credited as fully paid) on or before the date on which the Offer closes to acceptances (or such earlier date as Penna may, subject to the Code, decide) including any Savile Shares issued pursuant to the exercise of options and/or awards granted pursuant to the Savile Share Option Scheme prior to such date.

Appropriate proposals will be made to Savile Share Option Scheme Participants in due course.

   11      Opening Position Disclosures and interests

Penna confirms that it will shortly make an Opening Position Disclosure, setting out the details required to be disclosed by it under Rule 8.1(a) of the Code.

   12      Compulsory acquisition, cancellation of admission to trading on AIM and re-registration

If Penna receives acceptances under the Offer in respect of, and/or otherwise acquires or contracts to acquire, 90 per cent. or more in nominal value of the Savile Shares to which the Offer relates and of the voting rights carried by those Savile Shares and assuming that all of the other Conditions have been satisfied or waived (if capable of being waived), Penna intends to exercise its rights in accordance with sections 974 to 991 of the Companies Act to acquire compulsorily any remaining Savile Shares to which the Offer relates on the same terms as the Offer.

Following the Offer becoming, or being declared, unconditional in all respects and subject to any applicable requirements of the AIM Rules and if sufficient acceptances are received under the Offer such that Penna holds not less than 75 per cent. of the voting rights of Savile, Penna intends to procure that Savile applies to the London Stock Exchange for the cancellation of the admission of the Savile Shares to trading on AIM. It is anticipated that such cancellation will take effect no earlier than 20 Business Days after the Offer becomes, or is declared, unconditional in all respects, subject to compliance with the applicable requirements of the AIM Rules.

The cancellation of the admission to trading on AIM of the Savile Shares will significantly reduce the liquidity and marketability of any Savile Shares not acquired by Penna.

It is also intended that, following the Offer becoming, or being declared, unconditional in all respects and, assuming the cancellation of the admission to trading on AIM of the Savile Shares occurs, Savile will be re-registered as a private company under the relevant provisions of the Companies Act.

   13      Disclosure of interests in Savile Shares

Neither Penna, nor any of the Penna Directors nor, so far as the Penna Directors are aware, any other person acting in concert with Penna in connection with the Offer has:

(i) an interest in, or right to subscribe for, Savile Shares or in any securities convertible or exchangeable into Savile Shares ("Relevant Savile Securities");

(ii) any short position in respect of Relevant Savile 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

(iii) borrowed or lent any Relevant Savile Securities (except for any borrowed Savile Shares which have been either on-lent or sold) or has any arrangement in relation to Relevant Savile Securities.

For these purposes, "arrangement" includes indemnity or option arrangements and any agreement or understanding, formal or informal, of whatever nature, relating to Relevant Savile Securities which may be an inducement to deal or refrain from dealing in such securities.

   14      Overseas Savile Shareholders

The availability of the Offer and the distribution of this Announcement and, in due course, the formal Offer documentation, to persons not resident in the United Kingdom may be prohibited or affected by the laws of the relevant jurisdictions. Such persons should inform themselves about, and observe, any applicable requirements. Further details in relation to overseas Savile Shareholders will be contained in the Offer Document.

   15      Financing arrangements for the Offer and cash confirmation

The cash consideration payable under the Offer is being financed from Penna's existing cash resources. Full acceptance of the Offer, assuming the exercise of all outstanding options and/or awards with an exercise price of less than 7 pence per Savile Share under the Savile Share Option Scheme would result in aggregate consideration of approximately GBP1.1 million being payable in cash.

Charles Stanley Securities, nominated and financial adviser to Penna, is satisfied that sufficient financial resources are available to Penna to satisfy in full the cash consideration payable under the terms of the Offer.

   16      Structure of the Offer and availability of the Offer Document

The Offer is an offer for cash on the basis described in paragraph 2 above. The Offer is proposed to be implemented by way of a takeover offer within the meaning of Part 28 of the Companies Act. Penna is making the Offer Document available to Savile Shareholders and, for information purposes only, to Savile Share Option Scheme Participants today. In addition, the Form of Acceptance is today being posted to Savile Shareholders who hold their Savile Shares in certificated form.

   17      Offer-related arrangements

Pursuant to a confidentiality agreement dated 2 October 2013 between Penna and Savile, Penna agreed (i) to keep Savile's confidential information confidential and to use it solely for the purpose of evaluating Savile with a view to undertaking the transaction which is the subject of this document; (ii) not without the prior written consent of Savile to disclose, discuss or reveal the confidential information to any person other than certain permitted individuals; and (iii) to give notice to Savile of any requirement of law or regulation to make public announcements with respect to any offer to acquire Savile and to co-operate with Savile prior to the making of any such announcements. The confidentiality agreement included, in addition, certain other customary provisions including an obligation on Penna not to solicit certain employees of Savile for a specified period.

   18      General

The Offer will be made on the terms and subject to the conditions and further terms set out herein and in Appendix I to this Announcement and to the full terms and conditions which will be set out in the Offer Document. The Offer will be subject to the applicable requirements of the Code.

The bases and sources of certain financial information contained in this Announcement are set out in Appendix II to this Announcement.

A summary of the irrevocable undertakings which Penna has obtained in connection with the Offer is contained in Appendix III to this Announcement.

Certain terms used in this Announcement are defined in Appendix IV to this Announcement.

   19      Documents on display

Copies of the following documents will be made available, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on Penna's website (www.penna.com) by no later than 12 noon (London time) on 13 November 2013 until the end of the Offer Period:

-- the irrevocable undertakings referred to in paragraph 6 above and summarised in Appendix III to this Announcement;

-- the confidentiality agreement entered into between Penna and Savile referred to in paragraph 17 of this Announcement;

   --     this Announcement; and 
   --     letters of consent from Charles Stanley Securities and Cairn Financial Advisers. 
 
 
 Enquiries: 
                                                   +44 (0) 207 332 
 Penna Consulting plc                               7754 
 Stephen Rowlinson (Chairman) 
  Gary Browning (Chief Executive) 
  David Firth (Finance Director) 
 Charles Stanley Securities (Financial Adviser, 
  Nominated Adviser and Corporate Broker           +44 (0) 20 7149 
  to Penna)                                         6000 
 Marc Milmo 
  Karri Vuori 
                                                   +44 (0) 20 7204 
 Savile Group plc                                   6990 
 David Harrell (Chairman) 
  Mark Sidlin (Finance Director) 
 Cairn Financial Advisers (Nominated Adviser       +44 (0) 20 7148 
  and Rule 3 Adviser to Savile)                     7900 
 Tony Rawlinson 
  Paul Trendell

This Announcement is for information purposes only and is not intended to 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 purchase or subscribe for any securities, or the solicitation of any acceptance, vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document, which, together with the Form of Acceptance (for Savile Shareholders that hold their Savile Shares in certificated form), will contain the full terms and conditions of the Offer, including details of how to vote in accept the Offer. Savile and Penna urge Savile Shareholders to read the Offer Document which will be made available to Savile Shareholders (with the exception of certain Savile Shareholders in Restricted Jurisdictions) today as it will contain important information relating to the Offer.

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

Overseas shareholders

In particular, the ability of persons who are not resident in the United Kingdom accept the Offer may be affected by the laws of the relevant jurisdictions in which they are located.

Further details in relation to overseas Savile Shareholders will be contained in the Offer Document.

Notice to US investors

Both Savile and Penna are companies incorporated under the laws of England and Wales. All of the assets of Savile and Penna are located outside the United States. As a result, it may not be possible for Savile Shareholders in the United States to effect service of process within the United States upon Savile or Penna or their respective officers of directors or to enforce against any of them judgments of the United States predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue Savile or Penna or their respective officers or directors in a non-US court for violations of the US securities laws. There is also substantial doubt as to enforceability in the United Kingdom in original actions, or in actions for the enforcement of judgments of US courts, based on civil liability provisions of US federal securities laws.

Forward looking statements

Not a profit forecast

Market Purchases

Disclosure requirements of the City Code

Information relating to Savile Shareholders

Publication on website

Neither the content of the website referred to in this Announcement nor the content of any website accessible from hyperlinks on Savile's and/or Penna's websites (or any other websites) is incorporated into, or forms part of, this Announcement.

You may request a hard copy of this Announcement, free of charge, by contacting Share Registrars Limited on +44 (0) 1252 821 390. Unless so requested, a hard copy of this Announcement will not be sent to you. Savile Shareholders may also request that all future documents, Announcements and information to be sent to them in relation to the Offer should be in hard copy form.

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the Code, Savile confirms that it has 14,944,120 Savile Shares in issue and admitted to trading on AIM, a market of the London Stock Exchange, under ISIN GB0008480732.

APPENDIX I

CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER

   1.         Conditions

The Offer will be subject to the following Conditions and, in respect of certificated Savile Shares, the terms set out in the Form of Acceptance and to the applicable rules and regulations of AIM and the Code:

1.1 valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 pm (London time) on the First Closing Date of the Offer (or such later time(s) and/or date(s) as Penna may, with the consent of the Panel or in accordance with the Code, decide) in respect of such number of Savile Shares which, together with any Savile Shares acquired, or agreed to be acquired, by Penna or persons acting in concert with it before or during the Offer Period, will result in Penna and any persons acting in concert with it holding not less than 90 per cent. (or such lower percentage as Penna may decide) (i) in nominal value of the Savile Shares to which the Offer relates; and (ii) of the voting rights attaching to the Savile Shares to which the Offer relates, provided that this Condition will not be satisfied unless Penna and/or any of its wholly-owned subsidiaries shall have acquired, or agreed to acquire, directly or indirectly, pursuant to the Offer or otherwise, Savile Shares carrying more than 50 per cent. of the voting rights then normally exercisable at general meetings of Savile, including for this purpose (to the extent, if any, required by the Panel) any such voting rights attaching to any Savile Shares that are unconditionally allotted or issued before the Offer becomes, or is declared, unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, and for the purposes of this Condition:

(i) shares which have been unconditionally allotted but not issued before the Offer becomes, or is declared, unconditional, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights they will carry on being entered into the register of members of Savile;

(ii) the expression "Savile Shares to which the Offer relates" shall be construed in accordance with sections 974 to 991 (inclusive) of the Companies Act; and

(iii) valid acceptances shall be treated as having been received in respect of any Savile Shares that the Penna Group shall, pursuant to section 979(8) and, if applicable, section 979(9) of the Companies Act, be treated as having acquired or unconditionally contracted to acquire by virtue of acceptances of the Offer;

1.2 no Authority having, prior to the date when the Offer becomes, or is otherwise declared, unconditional in all respects, decided to take, instituted, implemented or threatened in writing (and, in each case, not having withdrawn the same) any action, proceeding, suit, investigation, enquiry or reference, or made, proposed or enacted, any statute, regulation, decision or order (and, in each case, not having withdrawn the same), which, in each case, would be material in the context of the Wider Savile Group or the Wider Penna Group, taken as a whole, and would, or might reasonably, be expected to:

(i) require, prevent or delay the divestiture by the Wider Savile Group or the Wider Penna Group (as the case may be) of all or a portion of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct all or a portion of their respective businesses or own all or any portion of their respective assets or properties;

(ii) impose any limitation on, or result in a material delay in, the ability of any member of the Wider Penna Group, directly or indirectly, to acquire, hold or exercise effectively, directly or indirectly, all or any rights of ownership of shares in Savile or on the ability of any member of the Wider Savile Group or any member of the Wider Penna Group to hold or exercise effectively, directly or indirectly, all or any rights of ownership of shares in any member of the Wider Savile Group or to exercise management control over any such member of the Wider Savile Group;

(iii) require any member of the Wider Penna Group to offer to acquire any shares in any member of the Wider Savile Group owned by any third party other than in connection with the implementation of the Offer (including, for the avoidance of doubt, any compulsory acquisition procedure under sections 974 to 991 (inclusive) of the Companies Act);

(iv) (a) make the Offer or its implementation or the acquisition or proposed acquisition by Penna or any of its subsidiaries of any shares in, or control of, Savile void, illegal or unenforceable under the laws of any relevant jurisdiction, or, directly or indirectly, restrain, restrict, prohibit or delay to a material extent the same, or impose additional conditions or obligations with respect thereto; or (b) otherwise challenge, impede, interfere with or require amendment to, the terms and conditions of the Offer; or

(v) otherwise adversely affect the business, financial position or profits of any member of the Wider Penna Group or any member of the Wider Savile Group,

and all applicable waiting and other time periods during which any such Authority could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation or enquiry having expired, lapsed or been terminated;

1.3 all Authorisations which are necessary or reasonably appropriate in any relevant jurisdiction in respect of the Offer and the proposed acquisition of any shares in, or control of, Savile by any member of the Wider Penna Group having been obtained in terms and in a form reasonably satisfactory to Penna from all relevant Authorities or persons with whom any member of the Wider Savile Group has entered into contractual arrangements and all such Authorisations necessary to carry on the business of any member of the Wider Savile Group remaining in full force and effect, in each case, where the absence of such Authorisations would have a material adverse effect on the Wider Savile Group, taken as a whole, and there being no notice of any intention to revoke or not to renew the same at the time at which the Offer becomes, or is otherwise declared, unconditional (where such revocation or failure to renew would be material in the context of the Wider Savile Group, taken as a whole) and all necessary statutory or regulatory obligations in any relevant jurisdiction having been complied with;

1.4 save as Disclosed, there being no provisions of any arrangement, agreement, licence, permit or other instrument to which any member of the Wider Savile Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject and which, in consequence of the Offer, or the proposed acquisition of any shares in Savile or because of a change in the control or directors of Savile as a consequence of the acquisition by Penna or any of its subsidiaries, would or might reasonably be expected to result (to an extent in any such case which is material in the context of the Wider Savile Group, taken as a whole) in:

(i) any such arrangement, agreement, licence, permit or instrument or the rights, liabilities, obligations or interests thereunder of any such member of the Wider Savile Group being terminated or adversely modified or any action being taken or any obligation or liability arising thereunder;

(ii) any monies borrowed by, or other indebtedness (actual or contingent) of, any such member of the Wider Savile Group being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of such member of the Wider Savile Group to borrow monies or incur any indebtedness being withdrawn or inhibited;

(iii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member of the Wider Savile Group or any such security (whenever arising or having arisen) becoming enforceable;

(iv) the rights, liabilities, obligations, interests or business of any such member of the Wider Savile Group in or with any firm or body or any arrangements relating to such interests or business, being terminated or adversely modified or affected;

(v) the value of any such member of the Wider Savile Group or its financial position being prejudiced or adversely affected; or

(vi) the creation of any liability, actual or contingent, by any such member of the Wider Savile Group,

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit, or other instrument to which any member of the Wider Savile Group is a party or by or to which any such member or any of its assets is bound, entitled or subject, would result in any of the events or circumstances as are referred to in sub-paragraphs 1.4 (i) to (vi) above to an extent, in any such case, which is material in the context of the Wider Savile Group, taken as a whole;

   1.5       save as Disclosed, no member of the Wider Savile Group having, since 30 June 2013:

(i) issued or agreed to issue or authorised the issue or grant of additional shares of any class, or securities convertible into, or rights, warrants or options or awards to subscribe for or acquire any such shares or convertible securities (save as between Savile and wholly-owned subsidiaries of Savile or between the wholly-owned subsidiaries of Savile or save for options and/or awards granted on or before 30 June 2013 under the Savile Share Option Scheme and for any Savile Shares allotted upon exercise or vesting of such options and/or awards);

(ii) declared, paid or made, or the Savile Board having proposed to declare, pay or make, any bonus, dividend or other distribution whether payable in cash or otherwise, other than dividends paid or payable by wholly-owned subsidiaries of Savile to other members of the the Wider Savile Group;

(iii) issued, or authorised the issue of, any debentures or incurred or increased any indebtedness or become subject to any contingent liability which is material in the context of the Wider Savile Group, taken as a whole;

(iv) entered into or offered to enter into (which offer remains open for acceptance) or varied or terminated or authorised the entry into any contract (other than in the ordinary course of business, which is material in the context of the Wider Savile Group, taken as a whole), any reconstruction or amalgamation, or any similar transaction or arrangement (whether voluntary, solvent or otherwise);

(v) entered into or varied or made an offer (which offer remains open for acceptance) to enter into or vary the terms of any service agreement or letters of appointment with any director of the Wider Savile Group;

(vi) entered into or offered to enter into (which offer remains open for acceptance) any agreement which restricts the scope of the business of any member of the Wider Savile Group which is material in the context of the Wider Savile Group, taken as a whole;

(vii) waived or compromised any claim which is material in the context of the Wider Savile Group, taken as a whole;

(viii) entered into or varied or authorised, or offered (which offer remains open for acceptance) to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term or unusual nature or which involves an obligation of such a nature or magnitude which is material in the context of the Wider Savile Group, taken as a whole;

(ix) purchased, redeemed or repaid, or announced any proposal to purchase, redeem or repay, any of its own shares or reduced, save in respect of the matters mentioned in sub-paragraph 1.5(i) above, or made any other material change to any part of its share capital, save as agreed in writing with Penna or which is required as a consequence of implementing the Offer by way of a scheme of arrangement in the event that the Penna elects to implement the Offer in such a way;

(x) taken any corporate action or had any legal proceedings commenced or threatened in writing against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer over all, or a material part, of its assets or revenues or any analogous proceedings in any relevant jurisdiction or had any such person appointed;

(xi) save for transactions between wholly-owned members of the Savile Group, merged with any body corporate or acquired or disposed of or demerged from or transferred, mortgaged or charged or created any security interest, other than in the ordinary course of business, over any material assets or any right, title or interest in any material asset (including shares in subsidiaries, associates and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage or charge or security interest, as aforesaid, which, in any such case, is material in the context of the Wider Savile Group, taken as a whole;

(xii) been unable, or admitted in writing that is unable, to pay its debts, or having stopped or suspended (or threatened to stop or suspend), payment of its debts generally or ceased, or threatened to cease, carrying on all or a substantial part of its business;

(xiii) (save as disclosed on publicly available registers) made any alteration to its memorandum and/or articles of association;

(xiv) except in relation to changes made or agreed as a result of changes in legislation, made or consented to any change to the terms of the trust deeds constituting the pension schemes established for its directors and/or employees and/or their dependants or to the benefits which accrue, or to the pensions which are payable thereunder, or to the basis on which qualification for or accrual or entitlement to such benefits or pensions are calculated or determined, or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to, any change to any of the trustees of such schemes which is material in the context of the Wider Savile Group, taken as a whole;

   1.6                   since 30 June 2013 and save as Disclosed:

(i) there having been no adverse change in the business, financial position or profits of Savile or any other member of the Wider Savile Group which is material in the context of the Wider Savile Group, taken as a whole;

(ii) there having been no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Savile Group is, or could reasonably be expected to become, a party (whether as plaintiff or defendant or otherwise) announced or initiated, no such proceedings having been threatened in writing against any member of the Wider Savile Group and no investigation by an Authority against or in respect of any member of the Wider Savile Group having been instituted, threatened in writing or announced by or against or remaining outstanding in respect of any member of the Wider Savile Group which, in any such case, is material in the context of the Wider Savile Group, taken as a whole;

(iii) no contingent or other liability in respect of any member of the Wider Savile Group having arisen which would be reasonably likely materially and adversely to affect the Wider Savile Group, taken as a whole; or

(iv) no steps having been taken which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Savile Group which is necessary for the proper carrying on of its business and where such withdrawal, cancellation, termination or modification would be material in the context of the Wider Savile Group, taken as a whole; and

   1.7       save as Disclosed, Penna not having discovered after the date of this Announcement:

(i) that any financial or business information concerning the Wider Savile Group that is material in the context of the Offer as contained in the information publicly disclosed at any time by any member of the Wider Savile Group, is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make the information contained therein not materially misleading which has not been corrected and which is material in the context of the Wider Savile Group, taken as a whole;

(ii) that any member of the Wider Savile Group is, otherwise than in the ordinary course of business, subject to any liability (actual or contingent) which is material in the context of the Wider Savile Group, taken as a whole;

(iii) that any past or present member of the Wider Savile Group has not complied with any and all applicable laws and regulations of any relevant jurisdiction relating to any emission, disposal, discharge, deposit, spillage or leak of waste or hazardous or harmful substances on or about or from any land or property of any description or other asset now or previously owned, occupied or made use of by any past or present member of the Wider Savile Group, which non-compliance would be reasonably likely to give rise to any liability (whether actual or contingent) on the part of any member of the Wider Savile Group which is material in the context of the Wider Savile Group, taken as a whole; and

(iv) that there is, or is reasonably likely to be, any liability (whether actual or contingent) of any past or present member of the Wider Savile Group to or requirement to make good, repair, reinstate or clean-up any property now or previously owned, occupied or made use of by any past or present member of the Wider Savile Group (in any case, to an extent which is material in the context of the Wider Savile Group, taken as a whole).

   2.         Certain further terms of the Offer

The Offer will be made on the terms and will be subject to the Conditions which are set out in this Appendix I, those terms which will be set out in the Offer Document and, in respect of Savile Shares held in certificated form, the Form of Acceptance and such further terms as may be required to comply with the provisions of the Code.

To the extent permitted by law, regulation or subject to the requirements of the Panel, Penna reserves the right to waive all or any of the Conditions set out in paragraphs 1.2 to 1.7 (inclusive) above, in whole or in part. Except with the consent of the Panel, the Offer will lapse unless the Conditions set out in paragraphs 1.2 to 1.7 (inclusive) are fulfilled or, if capable of waiver, waived or, where appropriate, have been determined by Penna in its reasonable opinion to be or to remain satisfied by midnight on the date which is 21 days after the later of the First Closing Date and the date on which the Offer becomes, or is declared, unconditional as to acceptances (or such later date as Penna may, with the consent of the Panel, decide). Penna shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled or satisfied any of the Conditions set out in paragraphs 1.2 to 1.7 (inclusive) by any date earlier than the latest date specified above for fulfilment or satisfaction of that Condition notwithstanding that the other Conditions to the Offer may, at such earlier date, have been waived or fulfilled or satisfied and that there are at such earlier date no earlier circumstances indicating that any such Conditions may not be capable of fulfilment or satisfaction.

If Penna is required by the Panel to make an offer for Savile Shares under the provisions of Rule 9 of the Code, Penna may make such alterations to the Conditions as are necessary to comply with the provisions of that Rule.

The Offer will lapse (unless otherwise agreed by the Panel) if the acquisition of Savile by Penna is referred to the Competition Commission in the United Kingdom before 1.00 pm on the First Closing Date of the Offer or on the date on which the Offer becomes, or is declared, unconditional as to acceptances, whichever is the later.

If the Offer lapses, the Offer will cease to be capable of further acceptance and persons accepting the Offer and Penna shall thereupon cease to be bound by acceptances delivered on or before the date on which the Offer lapses.

Savile Shares acquired under the Offer will be acquired with full title guarantee, fully paid and free from all liens, charges, equitable interests, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any), announced, declared, made or paid on or after the date of this Announcement. Accordingly, insofar as a dividend and/or a distribution and/or a return of capital is proposed, declared, made, paid or payable by Savile in respect of a Savile Share on or after the date of this Announcement, the price payable under the Offer in respect of a Savile Share will be reduced by the amount of the dividend and/or distribution and/or return of capital except insofar as the Savile Share is or will be transferred pursuant to the Offer on a basis which entitles Penna alone to receive the dividend and/or distribution and/or return of capital and to retain it. To the extent that a reduction in the Offer Price payable pursuant to the Offer in respect of a Savile Share is to apply in respect of a dividend and/or distribution and/or return of capital but that reduction in price has not been effected, the person to whom the Offer Price is paid in respect of that Savile Share will be obliged to account to Penna for the amount of such dividend or distribution or return of capital.

Penna reserves the right to elect, with the consent of the Panel, to implement the acquisition of Savile by way of a scheme of arrangement under Part 26 of the Companies Act. In such event, the scheme of arrangement will be implemented on substantially the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Offer. In particular, the Condition set out in paragraph 1.1 above would not apply to a scheme of arrangement and, in substitution for the Condition set out in paragraph 1.1 above, any such scheme would be conditional upon:

(i) approval at the necessary meeting of Savile Shareholders convened with the permission of the Court by a majority in number of the Savile Shareholders entitled to vote and who are present and voting, either in person or by proxy, representing 75 per cent. or more in value of the Savile Shares held by such Savile Shareholders;

(ii) any resolution(s) required to approve and implement the scheme of arrangement being passed by the requisite majorities at a separate general meeting of Savile Shareholders; and

(iii) the sanction of the scheme of arrangement and confirmation of any reduction of capital involved therein by the Court and an office copy or office copies of the order(s) of the Court sanctioning the scheme of arrangement and confirming the cancellation of share capital which forms part of it being delivered to the Registrar of Companies in England and Wales and, if the Court so orders, in the case of the order confirming the reduction of share capital, being registered by the Registrar of Companies.

The Offer, and any acceptance of the Offer, will be governed by English law and will be subject to the jurisdiction of the English courts and the Conditions set out above and those terms which will be set out in the Offer Document and, in the case of Savile Shareholders who hold their Savile Shares in certificated form, in the Form of Acceptance.

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this Announcement:

(i) As at the close of business on 11 November 2013, being the last Business Day prior to the date of this Announcement, Penna had in issue 25,742,104 Penna Shares (excluding shares held in treasury) and Savile had in issue 14,944,120 Savile Shares. The ISIN for Penna Shares is GB0006794662 and the ISIN for the Savile Shares is GB0008480732.

(ii) The value placed on the issued share capital of Savile (approximately GBP1.1 million) is based on 14,944,120 Savile Shares in issue and 1,000,000 Savile Shares to be issued (assuming the full exercise of 'in the money' options and/or awards under the Savile Share Option Scheme) on 11 November 2013, being the last Business Day prior to the date of this Announcement.

(iii) The Closing Price of a Savile Share on 11 November 2013 (being the last Business Day prior to the date of this Announcement) referred to in this Announcement is derived from the AIM Appendix to the London Stock Exchange Daily Official List.

(iv) Unless otherwise stated in this Announcement, the financial information relating to Savile is extracted or derived (without any material adjustment) from the audited annual report and accounts of Savile for the financial year ended 30 June 2013.

(v) Unless otherwise stated in this Announcement, the financial information relating to Penna is extracted or derived (without any material adjustment) from the audited annual report and accounts of Penna for the financial year ended 31 March 2013 and the unaudited interim results for the six month period ended 30 September 2013.

APPENDIX III

IRREVOCABLE UNDERTAKINGS

Details of irrevocable undertakings

Directors

Penna has received the following irrevocable undertakings from the Savile Directors to accept (or to procure the acceptance of) the Offer or, if the Offer is to be effected by means of a scheme of arrangement (the "Scheme"), to vote (or to procure the vote) in favour of the Scheme at the meeting of Savile Shareholders convened with the permission of the court (the "Court Meeting") and the resolution(s) to be proposed at the general meeting of Savile Shareholders (the "General Meeting") in connection with the Scheme:

 
  Savile Director's irrevocable undertakings 
  Name                                                 Number of Savile Shares        % of Savile issued share capital 
  Jonathan Cohen(1)                                                  1,333,866                                    8.9% 
  Bee Securities limited and Jonathan Cohen(2)                       1,087,776                                    7.3% 
  Peter Conroy(3)                                                    1,415,136                                    9.5% 
  David Harrel                                                         205,000                                    1.4% 
  Mark Sidlin                                                           41,667                                    0.3% 
  Total:                                                             4,083,445                                   27.3% 
                       1. J.M. Finn Nominees Limited is the registered holder of 10,000 of the Savile Shares in which 
                       Jonathan Cohen is interested. 
                       2. These shares are jointly owned by Jonathan Cohen and Bee Securities Limited, a company 
                       which is 100 per cent. owned by Peter Conroy and his family. 
                       3. Peter Conroy's shares are held as to 1,160,136 by Bee Securities Limited, which is 100 
                       per cent. owned by Peter Conroy and his family, and as to 255,000 Savile Shares directly by 
                       Peter Conroy. 
                       These irrevocable undertakings will remain binding in the event of a competing offer being 
                       made for Savile. 
                       These irrevocable undertakings will immediately lapse and cease to have effect immediately 
                       upon the earliest to occur of the following: 
                       (a) the Panel consenting to Penna not proceeding with the Offer; 
                       (b) an event occurring or circumstances arising as a result of which Penna is no longer 
                       required 
                       by the City Code to proceed with the Offer; 
                       (c) the Offer Document is not despatched to Savile Shareholders on or before the date which 
                       is 28 days from the date of this Announcement (or such later date as Savile shall agree and 
                       the Panel may permit) unless Penna subsequently elects to proceed by way of a Scheme, in which 
                       case, such date shall be extended to a date which is 28 days after the date of the announcement 
                       announcing the change in the structure of the Offer; or 
                       (d) the Offer lapsing or otherwise being withdrawn.

The above irrevocable undertakings also contain undertakings, among other things, not, except pursuant to the Offer, to sell, transfer or otherwise dispose of, charge, encumber or grant any option or other right over any of the Savile Shares or any interest in them nor to accept, or give any undertaking to accept, any other proposal in respect of the Savile Shares nor enter into any agreement or arrangement (whether conditionally or unconditionally) with any person to do any such acts.

In addition, the irrevocable undertakings contain a further undertaking to exercise all voting rights attaching to the Savile Shares in such manner as to enable the Offer and the Conditions to be satisfied and not to exercise such rights in any way which would or might reasonably be prejudicial to the successful outcome of the Offer or result in any of the Conditions not being satisfied at the earliest practicable time.

APPENDIX IV

DEFINITIONS

The following definitions apply throughout this Announcement unless the context requires otherwise.

 
 "AIM"                           AIM, a market of the London Stock 
                                  Exchange 
 "AIM Rules"                     the AIM Rules for Companies 
 "Announcement"                  this announcement relating to the 
                                  recommended all-cash offer for Savile 
                                  by Penna released on 12 November 2013 
 "Authority"                     government or governmental, quasi-governmental, 
                                  supranational, statutory, regulatory 
                                  or investigative body, court or any 
                                  other regulatory authority or body 
                                  or person whatsoever in any relevant 
                                  jurisdiction 
 "Business Day"                  any day which is not a Saturday, Sunday 
                                  or a bank or public holiday in England 
                                  and Wales 
 "Cairn Financial Advisers"      Cairn Financial Advisers LLP 
 "Charles Stanley Securities"    Charles Stanley Securities, a division 
                                  of Charles Stanley & Co. Ltd 
 "City Code" or "Code"           the City Code on Takeovers and Mergers, 
                                  as amended from time to time 
 "Closing Price"                 the closing middle market quotation 
                                  of a Savile or a Penna Share as derived 
                                  from the AIM Appendix to the Daily 
                                  Official List 
 "Companies Act"                 the Companies Act 2006 (as amended, 
                                  modified, consolidated, re-enacted 
                                  or replaced from time to time) 
 "Competing Offer"               an offer (as defined in the Code) 
                                  (whether or not on a pre-conditional 
                                  basis and howsoever implemented, including 
                                  by takeover offer or scheme of arrangement) 
                                  for the entire issued and to be issued 
                                  share capital of Savile which is or 
                                  has been announced, made or entered 
                                  into by a person (other than Penna) 
                                  who is not acting in concert (as defined 
                                  in the Code) with Penna 
 "Conditions"                    the conditions of the Offer set out 
                                  in Appendix I to this Announcement 
                                  and to be set out in the Offer Document 
                                  and a "Condition" shall mean any one 
                                  of them 
 "CREST"                         the relevant system (as defined in 
                                  the CREST Regulations) in respect 
                                  of which Euroclear UK & Ireland Limited 
                                  is the operator (as defined in the 
                                  CREST Regulations) 
 "CREST Regulations"             the Uncertificated Securities Regulations 
                                  2001 (SI 2001 No. 3755), as amended 
                                  from time to time 
 "Daily Official List"           the Daily Official List published 
                                  by the London Stock Exchange 
 "Dealing Disclosure"            has the same meaning as in Rule 8 
                                  of the Code 
 "Disclosed"                     (i) specifically disclosed in any 
                                  public announcement made via a Regulatory 
                                  Information Service by or on behalf 
                                  of Savile prior to 12 November 2013; 
                                  and (ii) fairly disclosed in the full 
                                  year audited accounts of Savile for 
                                  the financial year ended 30 June 2013 
 "Enlarged Group"                Penna, as enlarged by the acquisition 
                                  of Savile 
 "Financial Conduct Authority"   the United Kingdom Financial Conduct 
  or "FCA"                        Authority and any successor or replacement 
                                  regulatory body or bodies 
 "First Closing Date"            the date which falls 21 days after 
                                  the posting of the Offer Document, 
                                  which is anticipated to be 3 December 
                                  2013 
 "Form of Acceptance "           the form of acceptance relating to 
                                  the Offer to be dispatched to Savile 
                                  Shareholders (who hold their Savile 
                                  Shares in certificated form) 
 "FSMA"                          the Financial Services and Markets 
                                  Act 2000 (as amended, modified, consolidated, 
                                  re-enacted or replaced from time to 
                                  time) and any subordinate legislation 
                                  made under it 
 "London Stock Exchange"         London Stock Exchange plc 
 "Offer Document"                the document to be published containing 
                                  the Offer and to be made available 
                                  to Savile Shareholders following the 
                                  date of this Announcement containing, 
                                  amongst other things, the terms and 
                                  conditions of the Offer 
 "Offer Period"                  the offer period (as defined in the 
                                  City Code) relating to Savile, commencing 
                                  on 12 November 2013 and ending on 
                                  the earlier of (i) the date on which 
                                  the Offer becomes, or is declared, 
                                  unconditional as to acceptances; and 
                                  (ii) the date on which the Offer lapses 
                                  or is withdrawn (or such other date 
                                  as the Panel may decide) 
 "Offer Price"                   the price of 7 pence per Savile Share 
 "Opening Position Disclosure"   has the same meaning as in Rule 8 
                                  of the Code 
 "Panel"                         the Panel on Takeovers and Mergers 
 "Penna"                         Penna Consulting plc, a company incorporated 
                                  in England and Wales with registered 
                                  number 3142685 and having its registered 
                                  office at 5 Fleet Place, London EC4M 
                                  7RD 
 "Penna Directors"               the directors of Penna as at the date 
                                  of this Announcement 
 "Penna Group"                   means Penna, its subsidiaries and 
                                  subsidiary undertakings 
 "Registrar of Companies"        the Registrar of Companies in England 
                                  and Wales 
 "Regulatory Information         a service approved by the London Stock 
  Service"                        Exchange for the distribution to the 
                                  public of announcements and included 
                                  within the list maintained on the 
                                  London Stock Exchange's website 
 "Restricted Jurisdiction"       any such jurisdiction where local 
                                  laws or regulations may result in 
                                  significant risk of civil, regulatory 
                                  or criminal exposure if information 
                                  concerning the Offer is sent or made 
                                  available to Savile Shareholders in 
                                  that jurisdiction (in accordance with 
                                  Rule 23.2 of the City Code) 
 "Savile" or the "Company"       Savile Group plc, a company incorporated 
                                  in England and Wales with registered 
                                  number 02675970 and having its registered 
                                  office at 36-38 Cornhill, London, 
                                  EC3V 3PQ 
 "Savile Directors"              the directors of Savile as at the 
                                  date of this Announcement 
 "Savile Share Option Scheme     holders of subsisting options granted 
  Participants"                   and/or awards made under the Savile 
                                  Share Option Schemes 
 "Savile Share Option Schemes"   all share incentive schemes operated 
                                  by Savile 
 "Savile Group"                  Savile, its subsidiaries and subsidiary 
                                  undertakings 
 "Savile Shareholders"           the holders of Savile Shares from 
  or "Shareholders"               time to time 
 "Savile Shares"                 the ordinary shares in the capital 
                                  of Savile, with a nominal value of 
                                  GBP0.03 each 
 "UK authorised person"          a person falling within section 31(1)(a) 
                                  of FSMA 
 "United Kingdom" or "UK"        the United Kingdom of Great Britain 
                                  and Northern Ireland 
 "US" or "United States"         the United States of America, its 
                                  territories and possessions, any State 
                                  of the United States of America and 
                                  the District of Columbia 
 "Wider Penna Group"             Penna, its subsidiaries, subsidiary 
                                  undertakings and associated undertakings 
                                  and any other body corporate, partnership, 
                                  joint venture or person in which Penna 
                                  and such undertakings (aggregating 
                                  their interests) have a direct or 
                                  indirect interest of 20 per cent. 
                                  or more of the voting or equity capital 
                                  or the equivalent 
 "Wider Savile Group"            Savile, its subsidiaries, subsidiary 
                                  undertakings and associated undertakings 
                                  and any other body corporate, partnership, 
                                  joint venture or person in which Savile 
                                  and such undertakings (aggregating 
                                  their interests) have a direct or 
                                  indirect interest of 20 per cent. 
                                  or more of the voting or equity capital 
                                  or the equivalent

For the purposes of this Announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act.

All references to "pounds", "pounds Sterling", "Sterling", "GBP", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

All the times referred to in this Announcement are London times unless otherwise stated.

References to the singular include the plural and vice versa.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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