Orca Holdings Limited RE: Statement regarding acquisition of shares (7204A)
30 Setembro 2015 - 7:32AM
UK Regulatory
TIDMOSG
RNS Number : 7204A
Orca Holdings Limited
30 September 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION
IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
--------------------------------------------------------------
FOR IMMEDIATE RELEASE
--------------------------------------------------------------
30 September 2015
--------------------------------------------------------------
ORCA HOLDINGS LIMITED
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Replacement for RNS 7169A: Statement regarding
acquisition of shares in OpSec Security Group
plc and a possible offer
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Orca Holdings Limited ("Orca"), a wholly-owned
subsidiary of Investcorp Technology Partners
III, has on 30 September 2015 acquired 30,512,078
shares in OpSec Security Group plc ("OpSec")
from Herald Investment Management Limited for
55 pence per share. Orca confirms that it is
considering a possible cash offer for the shares
in OpSec that it does not already own. Orca's
preparations are at an early stage and it has
not to date made a formal approach to the Board
of Directors of OpSec or its advisers. There
can be no certainty that an offer will be made
for OpSec.
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Orca is a wholly-owned subsidiary of Investcorp
Technology Partners III. Orca holds 79,024,992
OpSec Ordinary Shares and 20,000,000 Preferred
Shares, all with equal voting rights. The total
number of Voting Shares held by Orca in OpSec
is therefore 99,024,992 which represents approximately
81.7 per cent of the Voting Shares of OpSec.
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In accordance with Rule 2.6(a) of the City Code
on Takeovers and Mergers (the "Code"), Orca
will, by not later than 5.00 p.m. on 28 October
2015, either announce a firm intention to make
an offer for OpSec in accordance with Rule 2.7
of the Code or announce that they do not intend
to make an offer, in which case the announcement
will be treated as a statement to which Rule
2.8 of the Code applies.
This deadline may only be extended with the
consent of the Panel in accordance with Rule
2.6(c) of the Code.
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In accordance with Rule 30.4 of the Code, a
copy of this announcement will be made available
on the following website http://www.investcorp.com.
Further announcements will be made in due course
as appropriate.
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Enquiries:
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FTI Consulting Tel: +44 (0)20 3727 1522
(PR to Orca Holdings
Limited)
Fergus Wheeler
------------------------------- -----------------------------
Canaccord Genuity Limited Tel: +44 (0)20 7523 8000
(Financial Adviser to
Orca Holdings Limited)
Colin Christie
Miles Cox
------------------------------- -----------------------------
Disclosure requirements of the Takeover Code
(the "Code")
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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.
Canaccord Genuity Limited (which conducts its
U.K. investment banking business as Canaccord
Genuity and which is authorised and regulated
by the Financial Conduct Authority in the United
Kingdom), is acting exclusively for Orca and
for no one else in connection with the matters
set out in this announcement, and is not, and
will not regard any other person as its client
in relation to the matters in this announcement
and will not be responsible to anyone other
than Orca for providing the protections afforded
to clients of Canaccord Genuity Limited or its
affiliates, or for providing advice in relation
to any matters referred to in this announcement.
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This information is provided by RNS
The company news service from the London Stock Exchange
END
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