RNS Number : 3900D
SiRViS IT Holdings Limited
15 September 2008
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, OR INTO OR FROM THE UNITED STATES,
CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO
15 September 2008
SIRVIS IT HOLDINGS LIMITED
Recommended Cash Offer
made by
Strand Partners Limited on behalf of SiRViS IT Holdings Limited
for the whole of the issued and to be issued
ordinary share capital of SiRViS IT plc
Offer declared unconditional in all respects
Introduction
On 22 August 2008, SiRViS IT Holdings Limited ("SiRViS IT Holdings") made a recommended cash offer to acquire the entire issued and to
be issued ordinary share capital of SiRViS IT plc ("SiRViS IT") (the "Offer"). Under the terms of the Offer, SiRViS IT Shareholders will
receive, for each SiRViS IT Share held, 160 pence in cash. The document setting out the full terms of the Offer (the "Offer Document") was
posted to SiRViS IT Shareholders on 22 August 2008.
SiRViS IT Holdings announces that all the conditions of the Offer have now been either satisfied or waived. Accordingly, the Offer is
hereby declared unconditional in all respects and will remain open for acceptance until further notice. At least 14 days' notice will be
given if SiRViS IT Holdings decides to close the Offer.
Level of acceptances
SiRViS IT Holdings announces that as at 1.00 p.m. (London time) on Friday 12 September 2008, being the first closing date of the Offer,
valid acceptances of the Offer had been received in respect of a total of number of 3,140,371 SiRViS IT Shares, representing approximately
95.16 per cent. of the existing issued share capital of SiRViS IT.
Prior to making the Offer, SiRViS IT Holdings had received binding irrevocable undertakings to accept (or to procure acceptance of) the
Offer from TPEII, Barnard Nominees Limited, Bluehone Investors LLP, JM Finn Nominees Limited and each of the SiRViS IT Directors who own
SiRViS IT Shares, in respect of shareholdings totalling, in aggregate, 1,926,331 SiRViS IT Shares, representing approximately 58.37 per
cent. of the existing issued share capital of SiRViS IT. Valid acceptances have been received in respect of all the aforementioned
irrevocable undertakings which are included within the total acceptances referred to above.
TPEII is deemed to be acting in concert with SiRViS IT Holdings for the purposes of the City Code and has validly accepted the Offer in
respect of 980,000 SiRViS IT Shares, representing approximately 29.70 per cent. of the existing issued share capital of SiRViS IT, being
those the subject of the irrevocable undertaking from TPEII referred to above.
Save as disclosed in this announcement, neither SiRViS IT Holdings nor any person acting, or deemed to be acting, in concert with SiRViS
IT Holdings has an interest in (or a right to subscribe for or any short positions (whether conditional or absolute and whether in the money
or otherwise), including any short positions under a derivative, any agreement to sell or any delivery obligation or right to require
another person to purchase or take delivery in respect of) or has during the Offer Period borrowed or lent any SiRViS IT Shares.
Settlement of consideration
Settlement of the consideration to which any SiRViS IT Shareholder is entitled under the Offer is expected to be dispatched (or credited
through CREST) to validly accepting SiRViS IT Shareholders (i) in the case of acceptances received, complete in all respects, on or before
the date of this announcement, within 14 days of this announcement; or (ii) in the case of acceptances received, complete in all respects,
after the date of this announcement but while the Offer remains open for acceptance, within 14 days of such receipt, and in either case in
the manner described in paragraphs 14.1 or 14.2, as relevant, of Part II of the Offer Document.
De-listing, cancellation of trading on AIM and compulsory acquisition
As SiRViS IT Holdings has received acceptances under the Offer in respect of more than 90 per cent. of the SiRViS IT Shares to which the
Offer relates, SiRViS IT Holdings intends to exercise its rights pursuant to the provisions of sections 974 to 991 (inclusive) of the
Companies Act 2006 to acquire compulsorily the remaining SiRViS IT Shares, in respect of which the Offer has not been accepted, on the same
terms as the Offer. A further announcement will be made in relation to the despatch of compulsory acquisition notices in due course.
As further stated in the Offer Document, as SiRViS IT Holdings has attained more than 75 per cent. of the issued SiRViS IT Shares,
SiRViS IT Holdings intends to take steps to procure, as soon as practicable, the making of an application by SiRViS IT to the London Stock
Exchange for the cancellation of admission to trading of SiRViS IT Shares on AIM and a further announcement will be made giving at least 20
Business Days' notice prior to the anticipated cancellation of admission to trading on AIM. It is also anticipated that, after the
cancellation of admission, SiRViS IT will be re-registered as a private company under the relevant provisions of the Companies Act. SiRViS
IT Shareholders who have not yet accepted the Offer should note that cancellation is likely to reduce significantly the liquidity and
marketability of SiRViS IT Shares not acquired under the Offer. Once cancellation has taken effect, SiRViS IT shareholders will no longer be
able to effect transactions in SiRViS IT Shares on AIM.
Directorate change
Peter Addison and Ian Lancaster have both resigned from the SiRViS IT Board with immediate effect.
Further acceptance of the Offer
The Offer will remain open for acceptance until further notice. SiRViS IT Holdings will give not less than 14 days' notice in writing to
SiRViS IT Shareholders who have not accepted the Offer that the Offer will remain open for such period before closing it.
SiRViS IT Shareholders who wish to accept the Offer, but who have not yet done so, in respect of SiRViS IT Shares held in certificated
form (that is, not in CREST), should complete, sign, have witnessed (as required) and return the Form of Acceptance together with the
relevant valid share certificate(s) or other documents of title, in accordance with the instructions set out in the Offer Document and on
the Form of Acceptance, by post or by hand (during normal business hours only) to Capita Registrars, Corporate Actions, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU, as soon as possible.
SiRViS IT Shareholders who wish to accept the Offer, but who have not yet done so, in respect of SiRViS IT Shares held in uncertificated
form (that is, in CREST), should read paragraph 13.2 of the letter from Strand Partners Limited in Part II of the Offer Document and Part D
of Appendix I to the Offer Document and follow the procedure for electronic acceptance through CREST set out therein so that the TTE
instruction settles as soon as possible.
SiRViS IT Shareholders who are a CREST sponsored member should refer to their CREST sponsor as only their CREST sponsor will be able to
send the necessary TTE Instructions to Euroclear.
The Offer Document and the Form of Acceptance are available for inspection during normal business hours on any weekday (Saturdays,
Sundays and public holidays excepted) at the offices of Rosenblatt at 9-13 St Andrew Street, London EC4A 3AF, until the end of the Offer
Period.
Copies of the Offer Document and additional Forms of Acceptance are available from Capita Registrars, Corporate Actions by telephoning
0871 664 0321 or +44 20 8639 3399 (if telephoning from outside the UK) between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday
(excluding UK public holidays). Calls to the Capita Registrars 0871 664 0321 number are charged at 10 pence per minute (including VAT) plus
any of your service provider's network extras. Calls to the Capita Registrars +44 20 8639 3399 number from outside the UK are charged at
applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored
randomly for security and training purposes.
Please note that for legal reasons, Capita Registrars will only be able to provide you with information contained in the Offer Document
and will be unable to give advice on the merits of the Offer or to provide legal, financial or taxation advice on the contents of the Offer
Document.
Terms defined in the Offer Document have the same meaning when used in this announcement, unless the context requires otherwise.
Enquiries:
SiRViS IT Holdings Limited Tel: (020) 7747 5678
Jeremy Brade, Director
James Agnew, Director
Strand Partners Limited Tel: (020) 7409 3494
(Financial Adviser to NAV LLP and
SiRViS IT Holdings)
Stuart Faulkner
Matthew Chandler
Victoria Milne-Taylor
SiRViS IT plc
Peter Addison, Non-executive Chairman Tel: (01773) 825 516
Mark Lewis, Chief Executive Officer
Ian Bailey, Finance Director
FinnCap
(Financial Adviser to SiRViS IT)
Geoff Nash Tel: (020) 7600 1658
Sam Smith
Strand Partners, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for
SiRViS IT Holdings and no one else in connection with the Offer and is not advising any other person and accordingly will not be responsible
to anyone other than SiRViS IT Holdings for providing the protections afforded to clients of Strand Partners nor for providing advice in
relation to the Offer, the contents of this announcement or any other matter or arrangement referred to herein. No liability whatsoever is
accepted by Strand Partners for the accuracy of any information or opinion contained in this announcement or for the omission of any
material information, for which Strand Partners is not responsible.
FinnCap, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for SiRViS
IT and no one else in connection with the Offer and is not advising any other person and accordingly will not be responsible to anyone other
than SiRViS IT for providing the protections afforded to clients of FinnCap nor for providing advice in relation to the Offer, the contents
of this announcement or any other matter or arrangement referred to herein. No liability whatsoever is accepted by FinnCap for the accuracy
of any information or opinion contained in this announcement or for the omission of any material information, for which FinnCap is not
responsible.
This announcement is not intended to and does not constitute, or form any part of, an offer to sell or an invitation to purchase or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities in any jurisdiction
pursuant to the Offer or otherwise. The Offer is being made solely by means of the Offer Document and, in respect of SiRViS IT Shares in
certificated form, the Form of Acceptance. Any acceptance or other response to the Offer should be made only on the basis of the information
contained or referred to in the Offer Document and the Form of Acceptance (if appropriate), which contains the full terms and conditions of
the Offer including details of how it may be accepted.
This announcement has been prepared for the purposes of complying with English law and the City Code and the information disclosed may
not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions
outside the UK.
The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant
jurisdiction in which they are located. Persons who are not resident in the United Kingdom, and any person (including, without limitation,
custodians, nominees and trustees) who would or otherwise intends to, or may have a contractual or legal obligation to, forward this
announcement and/or any other documents relating to the Offer to any jurisdiction outside the United Kingdom, should therefore inform
themselves about, and observe, any applicable legal or regulatory requirements of the jurisdiction in which they are resident.
Unless otherwise determined by SiRViS IT Holdings and permitted by applicable law and regulation, this announcement and the Offer are
not being made, and will not be made, directly or indirectly, in, into or from, or by the use of the mails of, or by any other means
(including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic
communication) of interstate or foreign commerce of, or by any facility of a national, state or other securities exchange of, the United
States, Canada, Australia, South Africa or Japan or any other Restricted Jurisdiction and, subject to certain exceptions, the Offer cannot
be accepted by any such use, means, instrumentality or facility or from within the United States, Canada, Australia, South Africa or Japan
or any other Restricted Jurisdiction. Accordingly, copies of this announcement and any other documents relating to the Offer, are not being,
and must not be, directly or indirectly, mailed, distributed, transmitted, forwarded or otherwise sent, in whole or in part, in, into or from the United States, Canada, Australia, South Africa or Japan or
any other Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. Persons receiving this announcement
(including, without limitation, custodians, nominees and trustees) should observe such restrictions and any applicable legal or regulatory
requirements of their jurisdiction and must not distribute, mail, transmit, forward or send it, into or from the United States, Canada,
Australia, South Africa or Japan or any other Restricted Jurisdiction or use such mails or any such means, instrumentality or facility for
any purpose related to the Offer.
Further details in relation to Overseas Shareholders are contained in the Offer Document.
In accordance with normal UK market practice, SiRViS IT Holdings or any person acting on its behalf may from time to time make certain
market or private purchases of, or make arrangements to purchase, directly or indirectly, SiRViS IT Shares other than pursuant to the Offer.
Any information about such purchases will be publicly announced as required by law or regulation in the UK.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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