ServicePower Technologies PLC Recommended Offer for ServicePower Technologies (2588R)

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RNS Number : 2588R

ServicePower Technologies PLC

08 December 2016

8 December 2016

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

RECOMMED CASH OFFER

DIVERSIS CAPITAL UK LIMITED ("Diversis")

(a subsidiary of Diversis Capital, LLC)

for the entire issued and to be issued share capital of

SERVICEPOWER TECHNOLOGIES PLC ("ServicePower")

Summary

-- The directors of Diversis and ServicePower are pleased to announce the terms of a recommended cash offer to be made by Diversis for the entire issued and to be issued share capital of ServicePower (the "Offer"), by way of a contractual offer under the Takeover Code.

-- Under the terms of the Offer, ServicePower Shareholders will be entitled to receive 6 pence in cash for each ServicePower Share held.

   --           The Offer Price represents a premium of approximately:

deg 129 per cent. to the Closing Price per ServicePower Share of 2.625 pence on 21 November 2016 (being the Business Day prior to the date on which the Possible Offer Announcement was made, which commenced the Offer Period); and

deg 110 per cent. to the three month average Closing Price per ServicePower Share of approximately 2.85 pence for the three months ended on 21 November 2016 (being the last Business Day prior to the commencement of the Offer Period).

-- The Offer values the entire issued share capital of ServicePower at approximately GBP13.65 million.

-- Diversis is a company incorporated in England and Wales and is wholly owned by Diversis Capital, LLC, a private equity firm which provides investment into numerous sectors, but with a core focus on technology, and specifically software.

-- The ServicePower Directors, who have been so advised by finnCap, consider the terms of the Offer to be fair and reasonable. In providing its advice to the ServicePower Directors, finnCap has taken into account the commercial assessments of the ServicePower Board. finnCap is providing independent financial advice to the ServicePower Directors for the purposes of Rule 3 of the Code.

-- Accordingly, the ServicePower Board has unanimously agreed to recommend that ServicePower Shareholders accept the Offer as those ServicePower Directors who are also ServicePower Shareholders have irrevocably undertaken to do (or procure is done) in respect of their own beneficial shareholdings of, in aggregate, 21,420,035 ServicePower Shares, which represent approximately 9.41 per cent. of the share capital of ServicePower in issue on 7 December 2016 (being the last Business Day prior to the date of this Announcement). Each of these irrevocable undertakings is binding in all circumstances (including in the event of a higher offer).

-- In addition, irrevocable undertakings to accept the Offer have also been received by Diversis from Herald Investment Trust plc and Herald Ventures II Limited Partnership, Hargreave Hale Limited, BFLAP, Don Godwin and Criseren Investments Limited in respect of 82,519,889 ServicePower Shares in aggregate, representing approximately 36.26 per cent. of the share capital of ServicePower in issue on 7 December 2016 (being the last Business Day prior to the date of this Announcement). Each of these irrevocable undertakings is binding, save in the event of a higher offer.

-- Accordingly, Diversis has received irrevocable undertakings to accept the Offer over, in aggregate, 103,939,924 ServicePower Shares, representing approximately 45.68 per cent. of the share capital of ServicePower in issue on 7 December 2016 (being the last Business Day prior to the date of this Announcement).

-- The Offer will be conditional upon, amongst other things, Diversis receiving valid acceptances (which have not been withdrawn) in respect of and/or having otherwise acquired ServicePower Shares which represent not less than 90 per cent. (or such lower percentage as Diversis may, subject to the Code, decide) in nominal value of ServicePower Shares to which the Offer relates and of the voting rights attached to those shares.

-- In the event that the Offer is declared or becomes wholly unconditional, and Diversis acquires ServicePower Shares carrying at least 75 per cent. of the voting rights attaching to the ServicePower Shares whether pursuant to the Offer or otherwise, and subject to any requirements of the AIM Rules, Diversis intends to procure that ServicePower applies to the London Stock Exchange to cancel the admission to trading on AIM of the ServicePower Shares.

-- Should Diversis receive acceptances of 90 per cent. or more of the ServicePower Shares to which the Offer relates and the voting rights attaching to those shares, it intends to invoke its rights to acquire compulsorily the remainder of the ServicePower Shares and, thus acquire 100 per cent. ownership of ServicePower and its entire issued share capital.

-- Diversis reserves the right to make an equivalent reduction in its offer price if ServicePower announces, declares or pays any dividend or any other distribution to shareholders on or after the date of this Announcement.

The Offer Document, containing further information about the Offer and the terms and conditions of the Offer, together with a Form of Acceptance will, unless otherwise permitted by the Panel, be published within 28 days of this Announcement (or such later date as the Panel may agree) and will be made available on ServicePower's website at www.servicepower.com and Diversis's website at www.diversiscapital.com.

This summary should be read in conjunction with, and is subject to, the following full text of this Announcement and the Appendices.

Commenting on the Offer, Hugh Fitzwilliam-Lay, Chairman of ServicePower said: "As the business and our clients' needs have continued to evolve, the Board has given much thought about how best it advances the business. I am confident that this transaction will allow ServicePower's business to grow and better serve both its customers and employees."

Commenting on the Offer, Ron Nayot, a director of Diversis said: "We are excited about the acquisition of ServicePower and to partner with the current management team to build on a software suite which, in my opinion, already has very high marks in the industry. Going forward, we plan to invest further in the development of all areas of the software suite to deliver the best possible experience for customers."

The Offer will be subject to the Conditions and certain further terms of the Offer set out in Appendix I to this Announcement. Appendix II sets out the sources of information and bases of calculations used in this Announcement. Appendix III contains details of the irrevocable undertakings given to Diversis. Appendix IV contains the definitions of certain terms used in this summary and in the full text of this Announcement.

The Offer Document will be posted as soon as practicable and in any event within 28 days from the date of this Announcement, unless otherwise agreed with the Panel, other than to certain Overseas ServicePower Shareholders in a Restricted Jurisdiction in the circumstances permitted under the Code or in accordance with any dispensation given by the Panel. The full terms of and conditions to the Offer will be set out in the Offer Document and the Form of Acceptance. In deciding whether or not to accept the Offer, ServicePower Shareholders should rely solely on the information contained in, and follow the procedures set out in, the Offer Document and Form of Acceptance.

Enquiries:

 
 Diversis Capital UK Limited 
  Ron Nayot                                           +1 310 396 4200 
 Stockdale Securities Limited 
  Financial Adviser to Diversis 
  Tom Griffiths 
  Edward Thomas                                       +44(0) 20 7601 6100 
 ServicePower Technologies PLC 
  Marne Martin, CEO                                   +44(0) 161 476 7762 
 finnCap Limited 
  Rule 3 Adviser, Nomad and Broker to ServicePower 
  Jonny Franklin-Adams 
  Emily Watts 
  Kate Bannatyne                                      +44 (0) 20 7220 0500

Further information

Stockdale Securities Limited ("Stockdale"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Diversis and no-one else in connection with the Offer and other matters described in this Announcement, and will not be responsible to anyone other than Diversis for providing the protections afforded to clients of Stockdale or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein. Stockdale has given, and not withdrawn, its consent to the inclusion in the Announcement of the references to its name in the form and context in which it appears.

finnCap Limited ("finnCap"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser and broker to ServicePower and no-one else in connection with the Offer and other matters described in this Announcement, and will not be responsible to anyone other than ServicePower for providing the protections afforded to clients of finnCap or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein. finnCap has given, and not withdrawn, its consent to the inclusion in the Announcement of the references to its name and the advice it has given to ServicePower in the form and context in which they appear.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY MEANS OF THE OFFER DOCUMENT, WHICH WILL CONTAIN THE FULL TERMS AND CONDITIONS OF THE OFFER, AND IN THE CASE OF SERVICEPOWER SHARES HELD IN CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY DECISION OR ACCEPTANCE IN RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE OFFER DOCUMENT AND SUCH FORM OF ACCEPTANCE (IF APPLICABLE). SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT AND FORM OF ACCEPTANCE (IF APPLICABLE) CAREFULLY, ONCE THEY HAVE BEEN DESPATCHED, WHICH DIVERSIS EXPECTS TO DO SHORTLY.

Cautionary Note Regarding Forward Looking Statements

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward looking statements in this Announcement could cause actual results or developments to differ materially from those expressed or implied by such forward looking statements. Although ServicePower and Diversis believe that the expectations reflected in such forward looking statements are reasonable, neither Diversis nor ServicePower, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this Announcement will actually occur. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules and the Disclosure and Transparency Rules of the FCA), none of Diversis, ServicePower, any member of the Diversis Group, any member of the ServicePower Group, nor any Diversis Director or ServicePower Director, nor any of their respective advisers, associates, directors, officers is under any obligation, and such persons expressly disclaim any intention or obligation, to update or revise any forward looking statements, whether as a result of new information, future events or otherwise. No undue reliance should therefore be placed on these forward looking statements which speak only as at the date of this Announcement.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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% 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(s), 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 ServicePower Shareholders

Please be aware that addresses, electronic addresses and certain information provided by ServicePower Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from ServicePower may be provided to Diversis during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Code, ServicePower confirms that, as at the date of this Announcement, it has 227,560,827 ordinary shares of 1 penny each in issue and admitted to trading on AIM under the ISIN reference GB0003831095.

Purchases outside the Offer

Diversis or its nominees or brokers (acting as agents) may purchase ServicePower Shares otherwise than under the Offer, such as in the open market or through privately negotiated purchases. Such purchases shall comply with the Code and the rules of the London Stock Exchange.

Publication of this Announcement

A copy of this Announcement and the display documents required to be published pursuant to Rule 26.2 of the Takeover Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on ServicePower's website at www.servicepower.com by no later than 12 noon on 9 December 2016.

Neither the content of ServicePower's website nor the content of any websites accessible from hyperlinks on such website (or any other websites) are incorporated into, or form part of, this Announcement nor, unless previously published by means of a regulatory information service, should any such content be relied upon in reaching a decision regarding the matters referred to in this Announcement.

A hard copy of this announcement will shortly be sent to ServicePower Shareholders and persons with information rights in the Company. In addition, a hard copy of this Announcement and any information incorporated by reference in this Announcement may be requested free of charge by contacting the Registrars on 0371 664 0321, or by writing to them at Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

ServicePower 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. The Offer is subject to the provisions of the Takeover Code.

No Profit Forecasts

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for ServicePower for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for ServicePower.

Overseas ServicePower Shareholders

The availability of the Offer and the release, publication and distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose possession this Announcement comes should inform themselves about and observe any such restrictions.

This Announcement has been prepared for the purpose of complying with English law, the Code and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

The Offer will not be made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facilities of a securities exchange of the United States, Canada, Australia, Japan, the Republic of South Africa or any other Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, copies of this Announcement and any other related document will not be, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into the United States, Canada, Australia, Japan, the Republic of South Africa or any other Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may violate the laws of such jurisdictions and may make invalid any purported acceptance of the Offer by persons in any such Restricted Jurisdiction.

Right to switch to a scheme of arrangement

Diversis reserves the right to elect, with the consent of the Takeover Panel, to implement the Offer by way of a court sanctioned scheme of arrangement under Part 26 of the Companies Act 2006, as an alternative to the Offer. In such an event the Offer would be implemented on the same terms or, if Diversis so decides, on such other terms being no less favourable, so far as applicable, as those which would apply to the Offer, subject in each case to appropriate amendments to reflect the change in method of effecting the Offer.

Rounding

Certain ServicePower figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Inside Information and Market Abuse Regulation

Certain ServicePower Shareholders were formally brought inside in order to discuss giving irrevocable commitments to accept the Offer. That inside information is set out in this Announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of MAR. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to ServicePower and its securities.

This Announcement contains inside information. The person responsible for arranging release of this Announcement on behalf of Diversis is Stockdale.

8 December 2016

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

RECOMMED CASH OFFER

DIVERSIS CAPITAL UK LIMITED ("Diversis")

(a subsidiary of Diversis Capital, LLC)

for the entire issued and to be issued share capital of

SERVICEPOWER TECHNOLOGIES PLC ("ServicePower")

   1.         Introduction

The boards of Diversis and ServicePower are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Diversis to acquire the entire issued and to be issued share capital of ServicePower.

The Offer Document and the Form of Acceptance will be posted to ServicePower Shareholders as soon as reasonably practicable and, in any event within 28 days after the date of this Announcement, other than to Overseas ServicePower Shareholders in the circumstances permitted under the Code or in accordance with any dispensation given by the Panel.

Diversis reserves the right to make an equivalent reduction in its offer price if ServicePower announces, declares or pays any dividend or any other distribution to shareholders on or after the date of this Announcement.

   2.         The Offer

The Offer, which will be subject to the terms and conditions set out in Appendix I to this Announcement and to the full terms and conditions to be set out in the Offer Document, will be made on the following basis:

for each ServicePower Share 6 pence in cash

The Offer values the whole of the issued share capital of ServicePower at approximately GBP13.65 million.

The Offer represents an opportunity for all ServicePower Shareholders to realise their investment at a meaningful premium to ServicePower's current market value.

The Offer Price represents a premium of approximately:

deg 129 per cent. to the Closing Price per ServicePower Share of 2.625 pence on 21 November 2016 (being the Business Day prior to the Possible Offer Announcement made by ServicePower, which commenced the Offer Period; and

deg 110 per cent. to the three month average price per ServicePower Share of approximately 2.85 pence for the three months ended on 21 November 2016 (being the Business Day prior to the commencement of the Offer Period).

The Offer will extend to all ServicePower Shares unconditionally allotted or issued and fully paid on the date of the Offer and any ServicePower Shares which are unconditionally allotted or issued and fully paid whilst the Offer remains open for acceptance or by such earlier date as Diversis may decide, subject to the Takeover Code, and not being earlier than the date on which the Offer becomes unconditional as to acceptances.

The ServicePower Shares will be acquired pursuant to the Offer fully paid and free from all liens, charges, equitable interests, encumbrances and rights of pre-emption and any other interests of any nature whatsoever and together with all rights attaching thereto.

The Offer is conditional on, amongst other things, Diversis receiving valid acceptances (which have not been withdrawn) which, when taken together with any ServicePower Shares which Diversis and parties acting in concert with Diversis hold or have acquired or agreed to acquire, pursuant to the Offer or otherwise, carry in aggregate not less than 90 per cent. (or such lower percentage as Diversis may, subject to the City Code, decide, but more than 50 per cent.) of the voting rights normally exercisable at a general meeting of ServicePower.

   3.         Background to and reasons for the Offer

Diversis is impressed with the product suite which ServicePower has built and is excited to work with the ServicePower management team to improve ServicePower's technology. The Diversis team looks forward to evaluating all ways in which it might be able to improve ServicePower's customer experience while seeking to grow ServicePower and its profitability. Diversis plans aggressively to drive revenue growth, and will ensure the organisation continues to invest in its technology so as to help ServicePower most effectively serve a large and growing target market. Diversis believes that the Offer represents a compelling opportunity for ServicePower Shareholders to exit at a substantial premium to the prevailing price of a ServicePower Share and provides ServicePower Shareholders with certainty in cash today against the inherent uncertainty of the delivery of future value at a time of economic uncertainty.

Further details on Diversis's intentions in relation to ServicePower are set out in paragraph 10 below.

   4.         Irrevocable undertakings

Diversis has received irrevocable undertakings to accept the Offer, from those directors of ServicePower who are also ServicePower Shareholders, in respect of their own beneficial shareholdings of a total of 21,420,035 ServicePower Shares, representing approximately 9.41 per cent. of ServicePower's issued share capital. Each of these irrevocable undertakings is binding in all circumstances (including in the event of a higher offer).

In addition, irrevocable undertakings to accept the Offer have also been received by Diversis from Herald Investment Trust plc and Herald Ventures II Limited Partnership, Hargreave Hale Limited, BFLAP, Don Godwin and Criseren Investments Limited in respect of 82,519,889 ServicePower Shares, in aggregate, representing approximately 36.26 per cent. of the share capital of ServicePower in issue on 7 December 2016 (being the last Business Day prior to the date of this Announcement). Each of these irrevocable undertakings is binding save in the event of a higher offer.

Accordingly, Diversis has received irrevocable undertakings to accept the Offer over, in aggregate, 103,939,924 ServicePower Shares, representing approximately 45.68 per cent. of the share capital of ServicePower in issue on 7 December 2016 (being the last Business Day prior to the date of this Announcement).

Further details of the irrevocable undertakings received by Diversis are set out in Appendix III to this Announcement.

   5.         Recommendation of the Offer by ServicePower Directors

The ServicePower Directors, who have been so advised by finnCap, consider the terms of the Offer to be fair and reasonable. In providing advice to the ServicePower Directors, finnCap has taken into account the commercial assessments of the ServicePower Directors. finnCap is providing independent financial advice for the purposes of Rule 3 of the Code to ServicePower Directors.

Accordingly, the ServicePower Directors have unanimously agreed to recommend that all ServicePower Shareholders accept the Offer, as each of the ServicePower Directors who are also ServicePower Shareholders have irrevocably undertaken to do in respect of their own beneficial shareholdings of a total of 21,420,035 ServicePower Shares, representing approximately 9.41 per cent. of ServicePower's issued share capital.

The ServicePower Directors strongly urge all ServicePower Shareholders to accept the Offer as soon as possible following the despatch of the Offer Document.

   6.         Background to and reasons for the recommendation

ServicePower's growth strategy is based firmly around growth of product sales to existing and new customers and new product development. Whilst the Company has enjoyed some success in these areas the ServicePower Directors have faced a number of frustrations in their ability to execute this strategy.

The size and scale of ServicePower, both in terms of its financial performance and its market capitalisation, have mitigated against its ability to source meaningful growth capital on terms acceptable to the ServicePower Board. Additionally, being quoted on AIM and, therefore, the visibility of the Company's balance sheet, has proved prohibitive on a number of occasions when attempting to secure new business. At the same time, the ServicePower Directors believe that the Company's share price, liquidity and volatility have detracted from their ability to use equity participation as an attractive incentive for staff retention and recruitment. Finally, the ServicePower Directors are no longer confident that the stock market reflects their view as to the value and/or potential of the Company's equity.

In order to execute the Company's growth strategy, the ServicePower Directors believe that the Company needs to attract significant new capital and that the majority of this capital should be in the form of new equity. Given current investor sentiment towards the Company, it is likely that any such equity fundraising would have to be conducted at a substantial discount to the Closing Price of 2.625 pence on 21 November 2016, being the Business Day prior to the date on which the Offer Period commenced. An equity fundraising would therefore be significantly dilutive for those ServicePower Shareholders who did not participate.

Whilst the ServicePower Board continues to believe in the prospects for the Company as a standalone entity, the Board also recognises that the Offer represents an attractive valuation and significant premium to the share price prior to the Possible Offer Announcement. The Offer also provides all ServicePower Shareholders with an opportunity to realise their investment at the same price which would not otherwise be available to them given the relatively illiquidity of the Company's shares on AIM.

The ServicePower Directors are pleased to note the statements made by Diversis (in Section 10 below of this Announcement) that it attaches great importance to the skills, expertise and knowledge of the existing management and employees of ServicePower and its subsidiaries, and expects them to continue to play a significant role in developing the business. The ServicePower Directors are encouraged that Diversis intends to evaluate all ways in which it might be able to improve ServicePower's customer experience whilst continuing the investment in its technology, with the objective of seeking to grow ServicePower's revenue and profitability.

The ServicePower Directors note that the ongoing development and expansion of the business will continue to be implemented under the leadership of Marne Martin, however that Hugh Fitzwilliam-Lay, Lindsay Bury and Rick Mace, non-executive directors of ServicePower, will resign from the ServicePower Board upon the Offer being declared unconditional in all respects and that Diversis may nominate new directors to the ServicePower Board as appropriate.

The ServicePower Directors are also pleased to note Diversis's confirmations that it has no intention to make material changes to the conditions of employment of any of the ServicePower Group employees and that Diversis intends to safeguard the existing employment and pension rights of all ServicePower Group's management and employees in accordance with applicable law and to comply with ServicePower Group's pension obligations for existing employees and members of ServicePower Group's pension schemes. The ServicePower Directors welcome Diversis' confirmation that it does not intend to make any changes to the locations of ServicePower Group's places of business or deployment of any of its fixed assets.

Accordingly, the ServicePower Directors believe that:

-- the needs of the ServicePower business and customers would be better served alongside a partner with the financial backing and appetite to invest properly into the business in the future;

-- as part of the Diversis Capital portfolio, the Company would have the appropriate resilience to enable the ServicePower business to better withstand the risks it faces from one business cycle to another; and

-- the Offer provides the certainty of a cash exit for ServicePower Shareholders, which may be attractive given that there remain risks and uncertainties both with respect to the general macroeconomic and political environment as well as risks inherent in progressing ServicePower's business and delivering its strategy.

The ServicePower Directors believe that the Offer is in the best interests of both ServicePower and its shareholders and, therefore, unanimously recommend that ServicePower Shareholders vote in favour of the Offer.

   7.         Information on Diversis

Diversis was incorporated on 22 November 2016 and is a wholly owned subsidiary of Diversis Capital. Founded in 2013 and based in Los Angeles, California, Diversis Capital is a private equity firm led by managing directors, Ron Nayot and Kevin Ma. Focused primarily on the middle-market, Diversis Capital invests in companies which can benefit from both Diversis Capital's collective operating experience and capital base to reach their full potential. While Diversis Capital is generally industry agnostic, technology, and specifically software, is a core focus area of the firm. Diversis Capital works with a deep network of software experts to help management teams post-acquisition with strategic and operational issues as necessary. Diversis Capital's core investment team is also very experienced in the software industry, having most recently purchased Blue Software, a leading provider of SaaS artwork and label management solutions, from publicly listed Matthews International. Overall, Diversis Capital has made five platform investments to date, plus two add-on acquisitions, and its investment team has collectively invested in dozens of companies with their prior firms.

   8.         Information on ServicePower

The Company's shares were admitted to trading on AIM on 26 September 2008. The Company provides connected mobile workforce management software solutions that bring together the customer and the dispatch centre, technician, claims and warranty processes, parts, the contracted workforce, assets, mobility, business intelligence, and social collaboration. ServicePower's focus is on providing services, technology solutions and industry expertise globally to enable field service operations to operate with maximum efficiency. The Company's solutions and services enable customers to address many service delivery challenges.. ServicePower's head office is in Stockport, United Kingdom, with offices in Mclean, Virginia and Santa Ana, California in the US. The Company has a wholly owned subsidiary, ServicePower Business Solutions Limited (an English incorporated company) which in turn has two wholly owned subsidiaries, ServicePower, Inc. (a US Delaware registered C Corporation) and Service Network LLC (a US Delaware limited liability corporation).

   9.         Financing of the Offer

The cash consideration payable by Diversis under the terms of the Offer will be financed by Diversis's existing investors including investment firms managing funds on behalf of U.S. endowments, foundations and family offices.

Full acceptance of the Offer, assuming the acceptance by all ServicePower Shareholders before the Offer closes, will result in the payment of approximately GBP13.65 million in cash to ServicePower Shareholders based on the existing issued share capital of ServicePower and assuming the acceptance of the Offer by all ServicePower Shareholders before the Offer closes. Stockdale, as financial adviser to Diversis, is satisfied that sufficient resources are available to Diversis to satisfy in full the cash consideration payable to ServicePower Shareholders as a result of full acceptance of the Offer as described above.

   10.        Future intentions for ServicePower, its management and employees

Diversis attaches great importance to the skills, expertise and knowledge of the existing management and employees of ServicePower and its subsidiaries and, assuming that the Offer becomes unconditional, envisages both that operations will continue from ServicePower's head office under the existing management structure and that the ongoing development and expansion of the business will be implemented under the leadership of the current CEO, Marne Martin.

Diversis confirms that if the Offer is declared unconditional in all respects, it intends to safeguard fully the existing employment and pension rights of all ServicePower's management and employees in accordance with applicable law and to comply with ServicePower's pension obligations for existing employees and members of ServicePower's pension schemes. Diversis's plans for ServicePower do not involve any material change in the conditions of employment of its employees. Diversis does not intend to make any changes to the locations of ServicePower's places of business and deployment of assets.

Diversis understands that ServicePower operates a money purchase personal pension scheme. Diversis confirms that it intends to honour the existing employment and pension rights of ServicePower's employees in accordance with applicable law. It also confirms that it has no intention to make any changes to ServicePower's ongoing employer pension contribution obligations for employees, the accrual of benefits for employees or the admission of new members to ServicePower's money purchase pension scheme.

If the Offer is declared unconditional in all respects, Hugh Fitzwilliam-Lay, Lindsay Bury and Rick Mace, the non-executive directors of ServicePower, will resign from the ServicePower Board and Diversis may nominate new directors to the ServicePower Board, as appropriate.

With the consent of Diversis, the ServicePower remuneration committee has elected to pay Marne Martin a discretionary cash bonus for 2016 of $120,000 for her performance this year. This will be paid by ServicePower. finnCap, an independent adviser for the purposes of the Code, are of the opinion that the discretionary bonus referred to above is fair and reasonable.

   11.        Share Plans

The Offer will impact on options held by participants in the Share Plans. Participants will be contacted regarding the effect of the Offer on their rights under the Share Plans and appropriate proposals will be made to such participants in due course. In summary, Diversis's current intention is that, following the Offer becoming or being declared unconditional as to acceptances, participants will be offered the opportunity of receiving a cash payment equal to the gain that they would otherwise have received following the exercise of their outstanding options.

The Offer will extend to any ServicePower Shares which are issued or unconditionally allotted or issued as a result of the exercise of any options under the Share Plans before the date on which the Offer closes (or by such earlier date as Diversis, subject to the Code, may decide).

   12.        Cancellation of admission to trading on AIM, compulsory acquisition and re-registration

If the Offer becomes or is declared unconditional in all respects, and Diversis has, by virtue of acceptances of the Offer, acquired or agreed to acquire ServicePower Shares carrying at least 75 per cent. of the voting rights attaching to the issued share capital of ServicePower, Diversis intends to procure that ServicePower will make an application for the cancellation of admission of ServicePower Shares to trading on AIM.

Diversis also confirms that it is its current intention, if the Offer becomes or is declared unconditional in all respects with Diversis holding less than 75 per cent. of such voting rights, in the short to medium term, to procure that ServicePower seeks ServicePower Shareholders' consent to make an application for the cancellation of admission to trading of ServicePower Shares on AIM. It is anticipated that the cancellation of admission to trading of ServicePower Shares on AIM will take effect no earlier than 20 Business Days following the making of such application and notifying the London Stock Exchange of such cancellation date.

ServicePower Shareholders should note that Diversis has the right to elect to waive the Acceptance Condition upon receipt of sufficient acceptances representing at least 50 per cent. of such voting rights under the Offer and, in such circumstances and upon receipt of sufficient acceptances representing at least 75 per cent. of such voting rights under the Offer, Diversis would then proceed to procure that ServicePower makes the application for such cancellation. Diversis will notify ServicePower Shareholders when the required threshold has been attained and confirm that the notice period has commenced and the anticipated date of cancellation.

The cancellation of the admission to trading of ServicePower Shares on AIM would significantly reduce the liquidity and marketability of any ServicePower Shares in respect of which the Offer has not been accepted at that time.

If Diversis receives acceptances under the Offer in respect of, or otherwise acquires, 90 per cent. or more of the ServicePower Shares to which the Offer relates and 90 per cent. or more of the voting rights carried by the ServicePower Shares to which the Offer relates, Diversis will exercise its rights pursuant to the provisions of Part 28 of the Companies Act 2006 to acquire compulsorily the remaining ServicePower Shares in respect of which the Offer has not been accepted on the same terms as the Offer.

It is also intended that, following the Offer becoming or being declared unconditional in all respects and admission to trading on AIM of ServicePower Shares having been cancelled, ServicePower will be re-registered as a private company under the relevant provisions of the Companies Act 2006.

If the Offer becomes or is declared wholly unconditional and cancellation of the admission to trading on AIM of the ServicePower Shares occurs, but Diversis does not receive sufficient acceptances under the Offer to entitle it compulsorily to acquire the remaining ServicePower Shares, ServicePower Shareholders who have not validly accepted the Offer will be shareholders in an unlisted company with no ready or liquid market for their ServicePower Shares and no right for their ServicePower Shares to be compulsorily acquired by Diversis.

   13.        Offer Document

The Offer will be subject to the Conditions and certain further terms set out or referred to in Appendix I to this Announcement, and subject to the further terms to be set out in full in the Offer Document together with, for ServicePower Shares held in certificated form, the Form of Acceptance, when issued.

It is expected that the Offer Document and the Form of Acceptance will be published as soon as practicable and, in any event, (save with the consent of the Panel) within 28 days of the date of this Announcement. The Offer Document will be made available to all ServicePower Shareholders, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at no charge to them on ServicePower's website at www.servicepower.com.

The Offer Document will contain important information on the Offer and on how ServicePower Shareholders may accept it and, accordingly, all ServicePower Shareholders are urged to read the Offer Document and (in the case of ServicePower Shareholders holding ServicePower Shares in certificated form) the accompanying Form of Acceptance when published and/or received.

   14.        Overseas ServicePower Shareholders

The availability of the Offer to persons not resident in, and not citizens of, the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens.

Persons who are not resident in, or not citizens of, the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Overseas ServicePower Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

Further details in relation to Overseas ServicePower Shareholders will be contained in the Offer Document.

   15.        Offer-related arrangements

ServicePower and Diversis entered into the Confidentiality Agreement pursuant to which each party has undertaken to, amongst other things: (i) keep confidential information made available by the other party confidential and not to disclose it to third parties (other than to permitted disclosees) unless required by law or regulation; and (ii) comply with customary non-solicitation provisions other than in connection with ordinary course matters unconnected with the Offer.

   16.        Disclosures of interests

Diversis confirms that it has no holding of ServicePower Shares that is required to be disclosed by it under Rule 8.1(a) of the Code, other than pursuant to the irrevocable undertakings referred to in paragraph 4 above.

As at the close of business on 7 December 2016, being the last practicable date prior to the publication of this Announcement, save for irrevocable undertakings referred to in paragraph 4 above, neither Diversis nor any of the Diversis Directors nor, so far as the Diversis Directors are aware, any person acting, or deemed to be acting, in concert with Diversis:

   --     had an interest in, or right to subscribe for, relevant securities of ServicePower;

-- had any short position in (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 of, relevant securities of ServicePower;

-- had procured an irrevocable commitment or letter of intent to accept the Offer in respect of relevant securities of ServicePower; or

   --     had borrowed or lent any ServicePower Shares.

Furthermore, no arrangement exists with Diversis or any person acting in concert with Diversis in relation to ServicePower Shares. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to ServicePower Shares which may be an inducement to deal or refrain from dealing in such securities.

   17.        Expected timetable for posting the Offer Document

   18.        Documents on display

The following documents will, by no later than 12:00 noon on the Business Day following the date of this Announcement, be made available on ServicePower's website at www.servicepower.com until the date on which the Offer becomes unconditional as to acceptances:

   --           this Announcement; 
   --           the Confidentiality Agreement;

-- the irrevocable undertakings referred to in paragraph 4 above and described in Appendix III to this Announcement; and

   --           the consent letters from Stockdale and finnCap.

Neither the contents of ServicePower's website, nor the content of any other website accessible from hyperlinks on such website, is incorporated into or forms part of, this Announcement.

   19.        Enquiries 
 
 Diversis Capital UK Limited 
  Ron Nayot                                           +1 310 396 4200 
 Stockdale Securities Limited 
  Financial Adviser to Diversis 
  Tom Griffiths 
  Edward Thomas                                       +44(0) 20 7601 6100 
 ServicePower Technologies PLC 
  Marne Martin                                        +44(0) 161 476 7762 
 finnCap Limited 
  Rule 3 Adviser, Nomad and Broker to ServicePower 
  Jonny Franklin-Adams 
  Emily Watts 
  Kate Bannatyne                                      +44 (0)20 7220 0500

Appendices (as relevant):

   I           Conditions and certain further terms of the Offer 
   II          Sources of information and bases of calculations 
   III        Details of irrevocable undertakings 
   IV        Definitions

Stockdale, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Diversis and no-one else in connection with the Offer and other matters described in this Announcement, and will not be responsible to anyone other than Diversis for providing the protections afforded to clients of Stockdale or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein. Stockdale has given, and not withdrawn, its consent to the inclusion in the Announcement of the references to its name in the form and context in which they appear.

finnCap, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser and broker to ServicePower and no-one else in connection with the Offer and other matters described in this Announcement, and will not be responsible to anyone other than ServicePower for providing the protections afforded to clients of finnCap or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein. finnCap has given, and not withdrawn, its consent to the inclusion in the Announcement of the references to its name and the advice it has given to ServicePower in the form and context in which they appear.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY MEANS OF THE OFFER DOCUMENT, WHICH WILL CONTAIN THE FULL TERMS AND CONDITIONS OF THE OFFER, AND IN THE CASE OF SERVICEPOWER SHARES HELD IN CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY DECISION OR ACCEPTANCE IN RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE OFFER DOCUMENT AND SUCH FORM OF ACCEPTANCE (IF APPLICABLE). SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT AND FORM OF ACCEPTANCE CAREFULLY, ONCE IT HAS BEEN DESPATCHED, WHICH DIVERSIS EXPECTS TO DO SHORTLY.

Cautionary Note Regarding Forward Looking Statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Offer, and other information published by Diversis and ServicePower may contain certain statements that are or may be deemed to be forward looking with respect to the financial condition, results of operation(s) and business of ServicePower and certain plans and objectives of the ServicePower Board and the Diversis Director with respect thereto. These forward looking statements can be identified by the fact that they are prospective in nature and do not relate to historical or current facts. Forward looking statements often, but not always, use words such as "anticipate", "target", "expect", "estimate", "budget", "scheduled", "forecasts", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of a similar meaning. These estimates are based on assumptions and assessments made by the ServicePower Board and/or the Diversis Director in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward looking statements in this Announcement could cause actual results or developments to differ materially from those expressed or implied by such forward looking statements. Although ServicePower and Diversis believe that the expectations reflected in such forward looking statements are reasonable, neither Diversis nor ServicePower, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this Announcement will actually occur. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules and the Disclosure and Transparency Rules of the FCA), none of Diversis, ServicePower, any member of the Diversis Group, any member of the ServicePower Group, nor any Diversis Director or ServicePower Director, nor any of their respective advisers, associates, directors, officers is under any obligation, and such persons expressly disclaim any intention or obligation, to update or revise any forward looking statements, whether as a result of new information, future events or otherwise. No undue reliance should therefore be placed on these forward looking statements which speak only as at the date of this Announcement.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening

Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

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 consult 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 ServicePower Shareholders

Please be aware that addresses, electronic addresses and certain information provided by ServicePower Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from ServicePower may be provided to Diversis during the offer period as requested under Section 4 of Appendix 4 to comply with Rule 2.11(c) of the Code.

Rule 2.9 Disclosure

Overseas ServicePower Shareholders

Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Accordingly, copies of this Announcement and any other related document will not be, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into the United States, Canada, Australia, Japan, the Republic of South Africa or any other any Restricted Jurisdiction and persons in such Restricted Jurisdictions receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may violate the laws of such jurisdictions and may make invalid any purported acceptance of the Offer by persons in any such Restricted Jurisdiction. This Announcement has been prepared for the purpose of complying with English law, the Code and the AIM Rules 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.

Publication of this Announcement

A copy of this Announcement and the display documents required to be published pursuant to Rule 26.2 of the Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on ServicePower's website at www.servicepower.com by no later than 12 noon on 9 December 2016.

Neither the content of Diversis's nor ServicePower's websites nor the content of any websites accessible from hyperlinks on such websites (or any other websites) are incorporated into, or form part of, this Announcement nor, unless previously published by means of a recognised information service, should any such content be relied upon in reaching a decision regarding the matters referred to in this Announcement.

A hard copy of this Announcement will be sent to ServicePower Shareholders and persons with information rights in the Company in the near future. In addition, a hard copy of this Announcement may be requested free of charge by contacting the Registrars on 0371 664 0321, or by writing to them at Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

ServicePower 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.

The Offer is subject to the provisions of the Takeover Code.

Inside Information and Market Abuse Regulations

This Announcement contains inside information. The person responsible for arranging the release of this Announcement on behalf of Diversis is Stockdale.

APPIX I

CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER

CONDITIONS OF THE OFFER

PART A: Conditions of the Offer

The Offer is subject to the following Conditions:

Acceptance Condition

(a) valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 1.00pm on the First Closing Date of the Offer (or such later time(s) and/or date(s) as Diversis may, subject to the rules of the Code or with the consent of the Panel, decide) in respect of not less than 90 per cent. Of the ServicePower Shares to which the Offer relates and not less than 90 per cent. Of the voting rights carried by those ServicePower Shares (or in each case such lesser percentage as Diversis may decide, provided that this condition shall not be satisfied unless Diversis and/or parties acting in concert with Diversis shall have acquired or agreed to acquire, pursuant to the Offer or otherwise, ServicePower Shares carrying in aggregate more than 50 per cent. Of the voting rights normally exercisable at a general meeting of ServicePower including for this purpose (to the extent, if any, required by the Panel) any such voting rights attached to any ServicePower Shares unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of conversion or subscription rights or otherwise) and for the purposes of this condition:

(i) the expression "ServicePower Shares to which the Offer relates" shall be construed in accordance with Chapter 3 of Part 28 of the Companies Act 2006;

(ii) ServicePower Shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights which they will carry upon being entered into the register of members of ServicePower; and

(iii) valid acceptances shall be deemed to have been received in respect of ServicePower Shares which are treated for the purposes of section 979(8) Companies Act 2006 as having been acquired or contracted to be acquired by Diversis by virtue of acceptances of the Offer.

Third party clearances and Authorisations

(b) no central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, professional association, institution, employee representative body, or any other such body or person whatsoever in any jurisdiction (each a "Third Party" and all collectively "Third Parties") having decided or given notice of a decision to take, institute or threaten any material action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken, or otherwise having done anything, or having enacted, made or proposed and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

(i) make the Offer or its implementation or the acquisition or proposed acquisition by Diversis of all or any ServicePower Shares, or the acquisition or proposed acquisition of control of ServicePower, by Diversis, void, illegal or unenforceable under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, challenge, delay, hinder or otherwise interfere with the same, or impose additional adverse Conditions or obligations with respect thereto, or otherwise challenge or require amendment to the terms of the Offer or any such acquisition to an extent in any such case which is material in the context of the Offer;

(ii) require, prevent or delay the divestiture, or alter the terms envisaged for any proposed divestiture, by any member of the ServicePower Group of all or any portion of their respective businesses, assets or properties or impose any limitation on the ability of any of them to conduct their respective businesses (or any part of them) or to own or manage their respective assets or properties or any part of them to an extent in any such case which is material in the context of the Offer;

(iii) impose any limitation on, or result in a delay in, the ability of Diversis, directly or indirectly, to acquire or to hold or to exercise effectively all or any rights of ownership in respect of shares, loans or other securities (or the equivalent) in any member of the ServicePower Group or to exercise management control over any such member to an extent which is material in the context of the Wider ServicePower Group taken as a whole;

(iv) otherwise adversely affect in any material respect any or all of the businesses, assets, liabilities, profits or prospects of Diversis or any member of the ServicePower Group;

(v) save pursuant to the Offer or sections 974 to 991 of the Companies Act 2006 require Diversis or the ServicePower Group to acquire, or offer to acquire, any shares or other securities (or the equivalent) in, or any asset owned by, any member of the ServicePower Group to an extent which is material in the context of the ServicePower Group taken as a whole;

(vi) result in a material delay in the ability of Diversis, or render it unable, to acquire some or all of the ServicePower Shares to which the Offer relates;

(vii) require a divestiture by Diversis of any shares or other securities (or the equivalent) in ServicePower to an extent in any such case which is material to Diversis in the context of the Offer; or

(viii) result in any member of the ServicePower Group or Diversis ceasing to be able to carry on business under any name which it presently does so to an extent which is material in the context of the ServicePower Group taken as a whole,

and all applicable waiting and other time periods during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference under the laws of any relevant jurisdiction having expired, lapsed or been terminated;

(c) all material authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, certificates, exemptions, permissions and approvals ("Authorisations") necessary or reasonably considered appropriate for or in respect of the Offer or the proposed acquisition of all or any ServicePower Shares or other securities in, or control of, ServicePower by Diversis having been obtained on terms and in a form reasonably satisfactory to Diversis from all appropriate Third Parties, or from any persons or bodies with whom any member of the ServicePower Group has entered into material contractual arrangements or material business relationships, and such Authorisations, remaining in full force and effect at the time at which the Offer becomes otherwise unconditional and there being no indication of any firm intention to revoke, withdraw, suspend, restrict, withhold or modify or not to grant or renew any of the same;

(d) all necessary material filings or applications having been made in connection with the Offer, and all applicable waiting periods and other time periods (including extensions thereof) in respect of the Offer or its implementation under any applicable legislation or regulations in any jurisdiction having expired, lapsed or been terminated (as appropriate) and all material statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Offer or the acquisition by Diversis of any shares or other securities in, or control or management of, ServicePower or any member of the ServicePower Group;

No material transactions, claims or changes in the conduct of the business of ServicePower

(e) save as Disclosed, there being no provision of any agreement, authorisation, arrangement, lease, licence, permit or other instrument to which any member of the Wider ServicePower Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, which in consequence of the Offer or the proposed acquisition by Diversis of any shares or other securities in ServicePower or because of a change in the control or management of ServicePower or any member of the Wider ServicePower Group, would or might reasonably be expected to result in (in each case to an extent which is material in the context of the Wider ServicePower Group taken as a whole):

(i) any monies borrowed by or any other indebtedness (actual or contingent) of, or grant available to, any member of the Wider ServicePower Group, being or becoming repayable or being capable of being declared repayable immediately or prior to their or its stated maturity date or repayment date or the ability of any such member to borrow monies or incur any indebtedness being withdrawn, prohibited or inhibited or becoming capable of being withdrawn, prohibited or inhibited;

(ii) any such agreement, authorisation, arrangement, licence, permit or other instrument or the rights, liabilities, obligations or interests of any member of the Wider ServicePower Group thereunder being terminated or adversely modified or affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(iii) any assets or interests of any member of the Wider ServicePower Group being or falling to be disposed of or charged or ceasing to be available to any such member or any right arising under which any such asset or interest could be required to be disposed of or charged otherwise than, in any such case, in the ordinary course of business;

(iv) 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 member of the Wider ServicePower Group, or any such mortgage, charge or other security interest (whenever arising or having arisen) becoming enforceable or being enforced;

(v) the rights, liabilities, obligations or interests of any member of the Wider ServicePower Group in, or the business of any such member with, any person, company, firm or body (or any agreements relating to any such interest or business) being terminated, or adversely modified or adversely affected;

(vi) the value of any member of the Wider ServicePower Group or its financial or trading position or profits or prospects being prejudiced or adversely affected; or

(vii) the creation or assumption of any liability, actual or contingent, by any member of the Wider ServicePower Group,

and no event having occurred which, under any provision of any agreement, authorisation, arrangement, lease, licence, permit or other instrument to which any member of the Wider ServicePower Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would be reasonably likely to result in any of the events referred to in subparagraphs (i) to (vii) of this paragraph EUR, in each case, to an extent which is material in the context of the Wider ServicePower Group taken as a whole;

   (f)       save as Disclosed, no member of the ServicePower Group having, since 31 December 2015:

(i) (save as between ServicePower and wholly-owned subsidiaries of ServicePower, or for ServicePower Shares issued pursuant to the exercise of options granted under the Share Plans on or prior to 22 November 2016) issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue of additional shares of any class or securities convertible into or exchangeable for shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

(ii) (save for ServicePower Shares held in treasury and sold or transferred pursuant to the exercise of options granted under the Share Plans on or prior to 22 November 2016) sold or transferred or agreed to sell or transfer any ServicePower Shares held in treasury;

(iii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus issue, dividend or other distribution whether payable in cash or otherwise other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of ServicePower to ServicePower or any of its wholly-owned subsidiaries;

(iv) other than pursuant to the Offer or as agreed by Diversis (and save for transactions between ServicePower and its wholly owned subsidiaries or in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, partnership, joint venture, asset or profits sharing arrangement, partnership demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case (in each case to an extent which is material in the context of the ServicePower Group or in the context of the offer);

(v) (save for transactions between ServicePower and its wholly-owned subsidiaries or in the ordinary course of business) disposed of, or transferred, mortgaged or created any security interest over any asset or any right, title or interest in any asset or authorised, proposed or announced any intention to do so;

(vi) (save as between ServicePower and its wholly-owned subsidiaries) made or authorised or proposed or announced an intention to propose any change in its loan capital;

(vii) (save as between ServicePower and its wholly-owned subsidiaries) issued, authorised, or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debenture or become subject to any contingent liability or incurred or increased any indebtedness other than in the ordinary course of business (in each case to an extent which is material in the context of the ServicePower Group taken as a whole or in the context of the Offer);

(viii) (save as between ServicePower and its wholly-owned subsidiaries) purchased, redeemed or repaid, or announced any proposal to purchase, redeem or repay, any of its own shares or other securities or reduced or made any other change to or proposed the reduction or other change to any part of its share capital;

(ix) entered into or varied or terminated or authorised, proposed or announced its intention to enter into or vary any contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is not in the ordinary course of business or is of a long term, onerous or unusual nature or magnitude or which involves or which might be reasonably expected to involve an obligation of such a nature or magnitude or which is restrictive on the business of any member of the ServicePower Group;

(x) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary the terms of, any contract, service agreement or arrangement with any director or senior executive of any member of the ServicePower Group;

(xi) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed in the ServicePower Group;

(xii) save in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to any significant change to the terms of the trust deeds and rules constituting the pension scheme(s) established for its directors, employees 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 the trustees, including the appointment of a trust corporation;

(xiii) been unable, or admitted in writing that it 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 to carry on all or a substantial part of its business;

(xiv) (other than in respect of a member of the ServicePower Group which is dormant and was solvent at the relevant time) taken or proposed any corporate action, or had any legal proceedings threatened or instituted against it for its winding-up (voluntarily or otherwise), dissolution or reorganisation or for the appointment of a liquidator, provisional liquidator, receiver, administrative receiver, administrator, trustee or similar officer of all or any part of its assets or revenues or any analogous or equivalent steps or proceedings in any relevant jurisdiction having been taken or had any such person appointed;

(xv) waived, compromised, settled, abandoned or admitted any dispute, claim or counter- claim whether made or potential and whether by or against any member of the ServicePower Group (in each case otherwise than in the ordinary course of business and to an extent which is material in the context of the Wider ServicePower Group taken as a whole or in the context of the Offer);

(xvi) made any material alteration to its memorandum or articles of association or other constitutional documents;

(xvii) entered into any contract, agreement, commitment or arrangement or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition (f), in each case, to the extent material in the context of the Offer and/or the ServicePower Group taken as a whole;

   (g)       save as Disclosed, since 31 December 2015:

(i) no adverse change having occurred, and no circumstances having arisen which would or might reasonably be expected to result in any adverse change in the business, assets, financial or trading position or profits or prospects of any member of the Wider ServicePower Group including the termination of any material customer contract or notice of termination from any material customer (in each case to an extent which is material in the context of the Wider ServicePower Group taken as a whole or in the context of the Offer);

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings or investigations having been threatened in writing, announced, instituted or remaining outstanding by, against or in respect of any member of the ServicePower Group or to which any member of the Wider ServicePower Group is or may become a party (whether as a claimant, defendant or otherwise) and no enquiry or investigation by any Third Party against or in respect of any member of the Wider ServicePower Group having been commenced, announced or threatened in writing by or against or remaining outstanding in respect of any member of the Wider ServicePower Group (in each case, to an extent which is material in the context of Wider ServicePower Group taken as a whole or in the context of the Offer);

(iii) no contingent or other liability having arisen or become apparent to Diversis which would or might reasonably be expected to adversely affect any member of the Wider ServicePower Group and which is material in the context of the Wider ServicePower Group taken as a whole or in the context of the Offer; or

(iv) no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider ServicePower Group, which is necessary or reasonably appropriate for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which is likely to adversely affect and which is material in the context of the Wider ServicePower Group taken as a whole or in the context of the Offer;

   (h)       save as Disclosed, Diversis not having discovered:

(i) that any financial, business or other information concerning the Wider ServicePower Group publicly announced or disclosed at any time by or on behalf of any member of the Wider ServicePower Group to Diversis, is misleading, contains a misrepresentation of any fact or omits to state a fact necessary to make that information not misleading and which was not subsequently corrected before the date of this Announcement by disclosure by, or on behalf of, the Wider ServicePower Group through the publication of an announcement via a Regulatory Information Service (in each case to an extent which is material in the context of the Wider ServicePower Group taken as a whole or in the context of the Offer);

(ii) that any member of the ServicePower Group or any partnership, company or other entity in which any member of the ServicePower Group has a significant economic interest and which is not a subsidiary undertaking of ServicePower, is subject to any liability, contingent or otherwise (in each case to the extent material in the context of the ServicePower Group taken as a whole or in the context of the Offer);

(iii) that there is or is likely to be any liability (whether actual or contingent) on the part of any member of the Wider ServicePower Group to make good, repair, reinstate or clean up any 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 ServicePower Group, under any environmental legislation, regulation, notice, circular or order of any Third Party (in each case to an extent which is material in the context of the Wider ServicePower Group taken as a whole or in the context of the Offer).

Anti-corruption and sanctions

   (i)       save as Disclosed, Diversis not having discovered:

(i) any past or present member of the ServicePower Group or any person that performs or has performed services for or on behalf of any such company is or has at any time engaged in any activity, practice or conduct (or omitted to take any action) in contravention of the UK Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as amended or any other applicable anti-corruption legislation; and

(ii) any past or present member of the ServicePower Group has engaged in any activity or business with, or made any investments in, or made any payments to any government, entity or individual covered by any of the economic sanctions administered by the United Nations or the European Union (or any of their respective member states) or the United States Office of Foreign Assets Control or any other governmental or supranational body or authority in any jurisdiction; and

(j) except as Disclosed, Diversis not having discovered that any asset of any member of the ServicePower Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

PART B: Further terms of the Offer

a) The Offer will lapse, and will not proceed, if there is a Phase 2 CMA reference or if Phase 2 European Commission proceedings are initiated or if, following a referral of the Offer by the European Commission under Article 9(1) of the European Council Merger Regulation to a competent authority in the United Kingdom, there is a Phase 2 CMA reference, in any such case before 3.00pm (London time) on the First Closing Date or the time and date at which the Offer becomes, or is declared, unconditional as to acceptances (whichever is the later).

b) If the Offer lapses, it will cease to be capable of further acceptance. ServicePower Shareholders who have already accepted the Offer shall then cease to be bound by acceptances delivered on or before the date on which the Offer lapses.

c) The Offer will be governed by English law and be subject to the exclusive jurisdiction of the English courts, to the Conditions set out above and the further terms set out herein and in the Offer Document and Form of Acceptance. The Offer will be subject to applicable requirements of the Financial Conduct Authority, FSMA, the Code, the Panel, the London Stock Exchange and the AIM Rules.

d) The Conditions are inserted for the benefit of Diversis and no ServicePower Shareholder shall be entitled to waive any of the Conditions without the prior written consent of Diversis.

e) ServicePower Shares will be acquired by Diversis pursuant to the Offer fully paid and free from all liens, charges, encumbrances, equitable interests, pre-emption rights and other interests and rights of whatsoever nature and together with all rights now or hereafter attaching thereto, including the right to receive and retain in full all dividends and other distributions (if any) declared, paid or made after the date of this Announcement.

f) In deciding whether or not to accept the Offer in respect of their ServicePower Shares, ServicePower Shareholders should rely on the information contained in, and follow the procedures described in, the Offer Document and (if they hold their ServicePower Shares in certificated form) the Form of Acceptance which will be posted to ServicePower Shareholders in due course (other than to any ServicePower Shareholders with addresses in any Restricted Jurisdiction).

g) Save to the extent provided in this Announcement, Diversis will have the right to reduce the consideration payable to ServicePower Shareholders under the terms of the Offer by the amount of any dividend (or other distribution) payable by ServicePower to ServicePower Shareholders.

h) Subject to the requirements of the Panel, Diversis reserves the right to waive, in whole or in part, all or any of Conditions (b) to (j) (inclusive) of Part A. Each of Conditions (b) to (j) shall be regarded as a separate condition and shall not be limited by reference to any other condition.

i) Except with the consent of the Panel, the Offer will lapse unless all of the Conditions are fulfilled or (if capable of waiver) waived or, where appropriate, have been determined by Diversis to be or to remain satisfied no later than midnight on the twenty first day after the later of the First Closing Date of the Offer and the date on which the Offer becomes or is declared unconditional as to acceptances, or such later date as the Panel may agree.

j) Diversis shall be under no obligation to waive (if capable of waiver) or treat as fulfilled any of Conditions (b) to (j) (inclusive) of Part A by a date earlier than the latest date specified above for the fulfilment thereof, notwithstanding that the other Conditions of the Offer may at such earlier date have been fulfilled and that there are, at such earlier date, no circumstances indicating that any of such Conditions may be incapable of fulfilment.

k) If Diversis is required by the Panel to make an offer for ServicePower Shares under the provisions of Rule 9 of the Code, Diversis may make such alterations to the above Conditions of the Offer, including condition (a), as are necessary to comply with the provisions of that Rule.

l) Diversis reserves the right, with the consent of the ServicePower Directors, to elect to implement the Acquisition by way of a scheme of arrangement pursuant to Part 26 of the CA 2006. In such event, the scheme of arrangement will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which apply to the Offer. In particular, condition (a) would not apply and the scheme of arrangement would become effective and binding following:

(i) approval of the scheme of arrangement at a meeting convened by the Court by a majority in number, representing 75 per cent. Or more in value, present and voting, either in person or by proxy, of ServicePower Shareholders (or the relevant class or classes thereof);

(ii) the resolution(s) required to approve and implement the scheme of arrangement being passed by the requisite majority of ServicePower Shareholders at an extraordinary general meeting of ServicePower validly convened for such purpose; and

(iii) sanction of the scheme of arrangement and confirmation of any reduction of ServicePower's share capital involved therein by the Court (in both cases, with or without modifications, on terms reasonably acceptable to Diversis) and office copies of the orders of the Court sanctioning the scheme of arrangement and confirming the reduction of share capital being delivered for registration to the Registrar of Companies in England and Wales and being registered by him.

m) Under Rule 13.5, except with the Panel's consent, Diversis may not invoke any of the above Conditions so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the relevant condition are of material significance to Diversis in the context of the Offer. Condition (a) of Part A and condition (a) of this Part B are not subject to this provision of the Code.

n) The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the jurisdictions in which such persons are resident. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

o) The Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facility of a national securities exchange of, any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

APPIX II: SOURCES OF INFORMATION AND BASES OF CALCULATION

In this Announcement, unless otherwise stated, or the context otherwise requires, the following bases and sources have been used:

(a) the financial information relating to ServicePower has been extracted or derived, without material adjustment, from ServicePower's audited consolidated financial statements for the year ended 31 December 2015 and ServicePower's unaudited interim results of the six months ended 30 June 2016 as announced on 21 September 2016.

(b) the value attributed to the existing issued share capital of ServicePower is based upon the 227,560,827 ServicePower Shares being in issue on 7 December 2016 (being the last Business Day prior to the date of this Announcement).

   (c)       the price of ServicePower Shares represent the Closing Price on the relevant date.

(d) the International Securities Identification Number for the ServicePower Shares is GB0003831095

APPIX III

DETAILS OF IRREVOCABLE UNDERTAKINGS

Part A: ServicePower Directors

The following ServicePower Directors have given irrevocable undertakings to accept or procure acceptance of the Offer in respect of their beneficial holdings of issued ServicePower Shares:

 
 Name                    Number of ServicePower   Percentage of issued 
                          Shares                   share capital 
----------------------  -----------------------  --------------------- 
 Hugh Fitzwilliam-Lay    9,895,490                4.35% 
----------------------  -----------------------  --------------------- 
 Marne Martin            389,395                  0.17% 
----------------------  -----------------------  --------------------- 
 Lindsay Bury            11,135,150               4.89% 
----------------------  -----------------------  --------------------- 
 Total                   21,420,035               9.41% 
----------------------  -----------------------  ---------------------

These irrevocable undertakings will remain binding in the event of a competing offer being made unless the Offer Document is not published within 28 days of the date of this Announcement or the Offer lapses or is otherwise withdrawn.

Part B: Other ServicePower Shareholders

The following ServicePower Shareholders have given irrevocable undertakings to accept or procure acceptance of the Offer in respect of their beneficial holdings of ServicePower Shares:

 
 Name                        Number of ServicePower   Percentage of issued 
                              Shares                   share capital 
--------------------------  -----------------------  --------------------- 
 Herald Investment Trust 
  plc and Herald Ventures 
  II Limited Partnership     52,181,945               22.93% 
--------------------------  -----------------------  --------------------- 
 Hargreave Hale Limited      13,000,000               5.71% 
--------------------------  -----------------------  --------------------- 
 BFLAP                       9,551,007                4.2% 
--------------------------  -----------------------  --------------------- 
 Don Godwin                  3,925,000                1.72% 
--------------------------  -----------------------  --------------------- 
 CriSeren Investments 
  Limited                    3,861,937                1.70% 
--------------------------  -----------------------  --------------------- 
 Total                       82,519,889               36.26% 
--------------------------  -----------------------  ---------------------

The undertakings will remain binding in the event of a competing offer being made unless the value of such competing offer is at a price of 7 pence or above (6.5 pence in the case of the undertaking given by Don Godwin) and is not matched or bettered by Diversis (where such competing offer has been announced as a firm intention to make an offer in accordance with Rule 2.7 of the Code) or if the Offer Document is not published within 28 days of the date of this Announcement or the Offer lapses or is otherwise withdrawn.

APPIX IV

DEFINITIONS

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

 
 "Acceptance Condition"                                     the Condition as to acceptances set out in paragraph (a) 
                                                            of Part A of Appendix I to this Announcement; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "Acquisition"                                              the proposed acquisition of the whole of the issued and to 
                                                            be issued share capital of ServicePower 
                                                            by Diversis by means of the Offer; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "AIM"                                                      the AIM Market of the London Stock Exchange; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "AIM Rules"                                                the AIM Rules for Companies as published by the London 
                                                            Stock Exchange (as amended from time 
                                                            to time); 
---------------------------------------------------------  ----------------------------------------------------------- 
 "Announcement"                                             this announcement of the Offer made in accordance with 
                                                            Rule 2.7 of the Code; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "Authorisations"                                           shall have the meaning given in Appendix I to this 
                                                            Announcement; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "BFLAP"                                                    Bury Fitzwilliam-Lay and Partners LLP with partnership 
                                                            number OC307857 and whose registered 
                                                            office is at The Office, Hungerford Farm, Craven Arms, 
                                                            Shropshire, SY7 9HG; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "Business Day"                                             any day not being a Saturday, Sunday or public holiday, on 
                                                            which banks are normally open for 
                                                            business in the City of London; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "Closing Price"                                            the closing middle market price of a ServicePower Share, 
                                                            as applicable, and in each case as 
                                                            derived from the Daily Official List; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "Code" or "Takeover Code"                                  the City Code on Takeovers and Mergers issued by the 
                                                            Panel, and references to a "Rule" shall 
                                                            be to the rules of the Code; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "Companies Act 2006"                                       the Companies Act 2006 (as amended from time to time); 
---------------------------------------------------------  ----------------------------------------------------------- 
 "Conditions"                                               the conditions to the Offer which will be set out in the 
                                                            Offer Document, and which are also 
                                                            set out in Appendix I to this Announcement; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "Confidentiality Agreement"                                the mutual confidentiality agreement between ServicePower 
                                                            and Diversis entered into on 31 
                                                            October 2016; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "CREST"                                                    the relevant system (as defined in the Regulations) in 
                                                            respect of which Euroclear is the Operator 
                                                            (as defined in the Regulations); 
---------------------------------------------------------  ----------------------------------------------------------- 
 "Daily Official List"                                      the AIM Appendix of the Daily Official List published by 
                                                            the London Stock Exchange; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "Dealing Disclosure"                                       has the same meaning as in Rule 8 of the Code; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "Disclosed"                                                the information which has been fairly disclosed (i) by 
                                                            ServicePower in its published annual 
                                                            report and accounts for the year ended 31 December 2015; 
                                                            (ii) in any public announcement made 
                                                            via a Regulatory Information Service before the date of 
                                                            the Offer Document; or (iii) in writing 
                                                            to Diversis (in sufficient detail to allow Diversis to 
                                                            identify the nature and scope of the 
                                                            relevant fact, matter or circumstance) on or before 5 p.m. 
                                                            on the Business Day prior to the 
                                                            date of this Announcement; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "Diversis"                                                 Diversis Capital UK Limited 
---------------------------------------------------------  ----------------------------------------------------------- 
 "Diversis Capital"                                         Diversis Capital, LLC 
---------------------------------------------------------  ----------------------------------------------------------- 
 "Diversis Directors"                                       the board of directors of Diversis; 
---------------------------------------------------------  -----------------------------------------------------------

 "Diversis Group"                                           means Diversis Capital and its direct and indirect 
                                                            subsidiaries or subsidiary undertakings 
                                                            from time to time; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "Euroclear"                                                Euroclear UK & Ireland Limited; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "Financial Conduct Authority" or "FCA"                     the Financial Conduct Authority in its capacity as the 
                                                            competent authority for the purposes 
                                                            of Part VI of FSMA, including its successor(s) from time 
                                                            to time; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "First Closing Date"                                       the date which falls 21 days after the posting of the 
                                                            Offer Document; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "Form of Acceptance"                                       the form of acceptance and authority relating to the Offer 
                                                            which (in the case of ServicePower 
                                                            Shareholders who hold their ServicePower Shares in 
                                                            certificated form) will accompany the Offer 
                                                            Document; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "FSMA"                                                     the Financial Services and Markets Act 2000 (as amended 
                                                            from time to time); 
---------------------------------------------------------  ----------------------------------------------------------- 
 "London Stock Exchange"                                    London Stock Exchange plc, a public company incorporated 
                                                            in England and Wales under number 
                                                            2075721, together with any successors thereto; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "Offer"                                                    the recommended offer being made by Diversis at the Offer 
                                                            Price, to acquire the entire issued 
                                                            and to be issued share capital of the Company on the terms 
                                                            and subject to the Conditions which 
                                                            will be set out in the Offer Document and (where 
                                                            applicable) the Form of Acceptance and including, 
                                                            where the context so requires, any subsequent revision, 
                                                            variation, extension or renewal of, 
                                                            or election available under, such offer; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "Offer Document"                                           the formal document setting out the full terms and 
                                                            conditions of the Offer to be posted to 
                                                            ServicePower Shareholders (other than certain Overseas 
                                                            ServicePower Shareholders) shortly; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "Offer Period"                                             the offer period (as defined in the Code) relating to 
                                                            ServicePower which commenced on 22 November 
                                                            2016 and ending on the earlier of the date on which the 
                                                            Offer becomes or is declared unconditional 
                                                            as to acceptances and/or the date on which the Offer 
                                                            lapses or is withdrawn (or such other 
                                                            date as the Panel may decide); 
---------------------------------------------------------  ----------------------------------------------------------- 
 "Offer Price"                                              the consideration for the Offer, being 6p in cash for each 
                                                            ServicePower Share; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "Opening Position Disclosure"                              has the same meaning as in Rule 8 of the Code; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "Option Holders"                                           the individuals holding options that are subsisting and 
                                                            have not lapsed under either or both 
                                                            of the Share Plans; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "Overseas ServicePower Shareholders"                       ServicePower Shareholders who are resident in, or 
                                                            nationals or citizens of, jurisdictions 
                                                            outside the UK or who are nominees of, or custodians, or 
                                                            trustees for, ServicePower Shareholders 
                                                            who are citizens, residents or nationals of countries 
                                                            other than the UK; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "Panel" or "Takeover Panel"                                the UK Panel on Takeovers and Mergers; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "Phase 2 CMA Reference"                                    a reference of an offer to the chair of the Competition 
                                                            and Markets Authority for the constitution 
                                                            of a group under Schedule 4 of the Enterprise and 
                                                            Regulatory Reform Act 2013; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "Possible Offer Announcement"                              the announcement made by ServicePower on 22 November 2016 
                                                            in relation to the potential offer 
                                                            discussions with Diversis; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "Registrars"                                               Capita Asset Services, the registrars of ServicePower; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "Regulations"                                              the Uncertificated Securities Regulations 2001 (SI 2001 
                                                            No. 3755) (as amended from time to 
                                                            time); 
---------------------------------------------------------  ----------------------------------------------------------- 
 "Regulatory Information Service"                           any information service authorised from time to time by 
                                                            the FCA for the purpose of disseminating 
                                                            regulatory announcements; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "Restricted Jurisdiction"                                  any jurisdiction where local laws or regulations may 
                                                            result in a significant risk of civil, 
                                                            regulatory or criminal exposure if information concerning 
                                                            the Offer is sent or made available 
                                                            in that jurisdiction in particular the United States of 
                                                            America, Canada, Japan, the Republic 
                                                            of South Africa or Australia; 
---------------------------------------------------------  -----------------------------------------------------------

 "ServicePower" or the "Company"                            ServicePower, a company incorporated in England and Wales 
                                                            with registered number 3941006, 
                                                            and whose registered office is at Petersgate House, 64 St 
                                                            Petersgate, Stockport, Cheshire 
                                                            SK1 1HE; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "ServicePower Directors" or "ServicePower Board"           the board of directors of ServicePower; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "ServicePower Group"                                       ServicePower and its subsidiary undertakings from time to 
                                                            time; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "ServicePower Shareholders"                                registered holders of ServicePower Shares from time to 
                                                            time; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "ServicePower Shares"                                      the ordinary shares of 1 penny each in the capital of 
                                                            ServicePower; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "Share Plans"                                              the ServicePower Technologies PLC (Approved) 2000 Share 
                                                            Option Scheme, the ServicePower Technologies 
                                                            PLC (Unapproved) 200 Share Option Scheme and the 
                                                            ServicePower Technologies PLC 2008 Share 
                                                            Option Scheme; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "Stockdale"                                                Stockdale Securities Limited, financial adviser to 
                                                            Diversis; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "subsidiary", "subsidiary undertaking" and "undertaking"   have the meanings given thereto by sections 1159, 1161 and 
                                                            1162 of the Companies Act 2006; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "uncertificated"                                           recorded as being held in uncertificated form and title to 
                                                            which may, by virtue of the Regulations, 
                                                            be transferred by means of CREST; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "United Kingdom" or "UK"                                   The United Kingdom of Great Britain and Northern Ireland; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "United States", "USA" or "US"                             The United States of America, the territories and 
                                                            possessions, any state of the United States 
                                                            of America, the District of Columbia and all areas subject 
                                                            to its jurisdiction or any political 
                                                            sub-division thereof; 
---------------------------------------------------------  ----------------------------------------------------------- 
 "US Dollars" or "$"                                        US dollars, the currency of the United States; and 
---------------------------------------------------------  ----------------------------------------------------------- 
 "Wider ServicePower Group"                                 ServicePower and the subsidiaries and subsidiary 
                                                            undertakings of ServicePower (including any 
                                                            joint venture, partnership, firm or company in which any 
                                                            member of the ServicePower Group 
                                                            has a significant interest or any undertaking in which 
                                                            ServicePower and such undertakings 
                                                            (aggregating their interests) have a significant 
                                                            interest). 
---------------------------------------------------------  -----------------------------------------------------------

In this Announcement:

-- all references to "pounds", "GBP", "penny" "pence" or "p" are to the lawful currency of the United Kingdom;

-- the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender; and

-- all references to legislation are to English legislation unless the contrary is indicated, and any reference to any provision of any legislation includes any amendment, modification, re-enactment or extension thereof.

   --           all times referred to are London time unless otherwise stated.

This information is provided by RNS

The company news service from the London Stock Exchange

END

OFFFDLLBQLFLFBE

(END) Dow Jones Newswires

December 08, 2016 02:00 ET (07:00 GMT)

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