Security Research Group plc
("SRG" or the "Company")
Proposed return of capital of up to £10,972,310 by way of a Tender Offer
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW
ZEALAND, SOUTH AFRICA AND
JAPAN AND ANY OTHER JURISDICTION
IN WHICH THE SAME WOULD BE UNLAWFUL (EACH A "RESTRICTED
JURIDISCTION").
THE TENDER OFFER IS NOT AVAILABLE TO SHAREHOLDERS WITH A
REGISTERED ADDRESS IN ANY RESTRICTED JURISDICTION. OVERSEAS
SHAREHOLDERS SHOULD NOTE THAT THEY SHOULD SATISFY THEMSELVES THAT
THEY HAVE FULLY OBSERVED ANY APPLICABLE LEGAL REQUIREMENTS UNDER
THE LAWS OF THEIR RELEVANT JURISDICTION IF THEY TENDER SHARES IN
THE TENDER OFFER. THE ATTENTION OF SHAREHOLDERS WITH REGISTERED
ADDRESSES OUTSIDE THE UNITED
KINGDOM IS DRAWN TO THE PARAGRAPH HEADED "OVERSEAS
SHAREHOLDERS" IN PART II OF THE CIRCULAR.
The Company is pleased to announce that it is today publishing a
circular (the "Circular") to be sent to shareholders of the Company
(the "Shareholders") detailing a proposed tender offer pursuant to
which Northland Capital Partners Limited ("Northland") will
purchase up to 4,856,582 ordinary shares of 20 pence each in the Company ("Ordinary Shares")
representing approximately 20 per cent. of the issued share capital
of the Company at a price of 225
pence per Ordinary Share (the "Tender Offer"). The Company
will then repurchase such Ordinary Shares from Northland for
cancellation (the "Repurchase").
Terms used in this announcement shall have the meaning ascribed
to them in the Circular unless otherwise stated. If the maximum
number of Ordinary Shares under the Tender Offer and Repurchase are
acquired, this will result in an amount of up to £10,972,310 being
paid to Qualifying Shareholders who accept the Tender Offer.
The authorisation of the Repurchase and accordingly, the
implementation of the Tender Offer requires, inter alia, the
approval of Shareholders. Therefore, attached to the Circular is a
notice of a General Meeting of the Company to be held at
10.00 a.m. on 10 January 2013 at the offices of the Company at
133 Ebury Street, London SW1W
9QU.
The Directors of the Company are considered to be related
parties to the Company and therefore the transaction is considered
to be a related party transaction pursuant to Rule 13 of the AIM
Rules for Companies. The Company's nominated adviser, Northland,
considers that the terms of the transaction are fair and reasonable
insofar as the Company's shareholders are concerned.
The Circular is available to view on the Company's website
(www.srgroupplc.com ), and will also be available for inspection at
the offices of Northland during usual business hours on any weekday
(Saturdays, Sundays and public holidays excepted).
For further information please visit www.srgroupplc.com or
contact:
Security Research Group plc 020 7881 0800
Jonathan Mervis, Chairman
John Warwick, Finance Director
Northland Capital Partners Limited 020 7796 8800
Nominated Adviser & Broker
Tim Metcalfe / Matthew Johnson