TIDMOSG
RNS Number : 6708F
Orca Bidco Limited
13 November 2015
Not for release, publication or distribution, in whole or in
part, in or into or from any Restricted Jurisdiction or any
jurisdiction where to do so would constitute a violation of the
relevant laws or regulations of such jurisdiction.
13 November 2015
Recommended Cash Offer
for
OpSec Security Group plc
by
Orca Bidco Limited
(an investment vehicle ultimately owned by funds managed and
advised by
Investcorp Technology Partners III)
FURTHER IRREVOCABLE UNDERTAKING RECEIVED
Further to the announcement regarding the recommended cash offer
for OpSec Security Group plc ("OpSec") on 28 October 2015 (the
"Announcement"), Orca Bidco Limited ("Orca") has received an
additional irrevocable undertaking on 12 November 2015, being the
last practicable date prior to the date of this announcement, from
Thomas Taylor to vote in favour of the Scheme at the Court Meeting,
the Special Resolutions to be proposed at the General Meeting and
the Independent Shareholders Meeting to approve the Ordinary
Resolutions in respect of a total of 249,000 OpSec Shares,
representing approximately a further:
1.3 per cent of the Scheme Shares, being those OpSec Shares
which are eligible to vote at the Court Meeting convened by the
Court for the purposes of approving the Scheme;
0.2 per cent of the Voting Shares, being those OpSec Shares
which are eligible to vote at the Court Meeting convened to pass
the Special Resolutions in relation to the Scheme, the Transaction
and the Amended OpSec Articles;
1.6 per cent of the Independent Shares, being those OpSec Shares
entitled to vote at the Independent Shareholders Meeting to approve
the Ordinary Resolutions.
Accordingly, Orca has received irrevocable undertakings to vote
in favour of the Scheme at the Court Meeting, the Special
Resolutions to be proposed at the General Meeting and the
Independent Shareholders Meeting to approve the Ordinary
Resolutions in respect of 13,709,570 OpSec Shares in aggregate,
representing:
69.7 per cent of the Scheme Shares, being those OpSec Shares
which are eligible to vote at the Court Meeting convened by the
Court for the purposes of approving the Scheme;
95.1 per cent of the Voting Shares(1) , being those OpSec Shares
which are eligible to vote at the Court Meeting convened to pass
the Special Resolutions in relation to the Scheme, the transaction
and the Amended OpSec Articles;
66.4 per cent of the Independent Shares, being those OpSec
Shares entitled to vote at the Independent Shareholders Meeting to
approve the Ordinary Resolutions.
(1) Includes Voting Shares beneficially held by Orca and the EBT
Trustee
A full schedule of irrevocable undertakings received is set out
in the appendix to this announcement.
Capitalised terms in this announcement shall have the meaning
given to them in the Announcement, unless otherwise defined.
Enquiries:
Orca Bidco Limited
Hazem Ben-Gacem Tel: +44 (0)20 7629 6600
Canaccord Genuity Limited
Colin Christie and Miles Cox Tel: +44 (0)20 7523 8000
OpSec Security Group plc
Michael Angus Tel: +44 (0)191 417 5434
Shore Capital and Corporate Limited
Stephane Auton and Patrick Castle Tel: +44 (0)20 7408 4090
Important Notices
This announcement is for information purposes only and is not
intended 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
pursuant to the Transaction, the Management Arrangements or
otherwise. The Transaction and the Management Arrangements are
being made solely pursuant to the terms of the Scheme Document,
which will contain the full terms and conditions of the Transaction
and the Management Arrangements, including details of how to vote
in respect of the Transaction. Any response in relation to the
Transaction and/or the Management Arrangements should be made only
on the basis of the information contained in the Scheme Document.
OpSec will prepare the Scheme Document to be distributed to OpSec
Shareholders. OpSec and Orca urge OpSec Shareholders to read the
Scheme Document when it becomes available as it will contain
important information relating to the Transaction and the
Management Arrangements.
This announcement does not constitute a prospectus or a
prospectus equivalent document.
Canaccord Genuity Limited ("Canaccord Genuity") which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority is acting exclusively as financial adviser to
Orca and Orca Holdings and no one else in connection with the
Scheme and other matters described in this announcement and will
not be responsible to anyone other than Orca and Orca Holdings for
providing the protections afforded to clients of Canaccord Genuity
or for providing advice in relation to the Scheme and other matters
described in this announcement.
Shore Capital and Corporate Limited ("Shore Capital") which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority is acting as financial adviser to OpSec and no
one else in connection with the Scheme and other matters described
in this announcement and will not be responsible to anyone other
than OpSec for providing the protections afforded to clients of
Shore Capital or for providing advice in relation to the Scheme and
other matters described in this announcement.
Overseas Shareholders
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 into whose
possession this announcement comes should inform themselves about
and observe any such restrictions. Failure to comply with any such
restrictions may constitute a violation of the securities laws of
any such jurisdiction. This announcement has been prepared for the
purpose of complying with English law and the Code and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside the United Kingdom.
Unless otherwise determined by Orca or required by the Code, and
permitted by applicable laws and regulations, copies of this
announcement and any formal documentation relating to the
Transaction and the Management Arrangements are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction,
and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward,
distribute or send them in, into or from any Restricted
Jurisdiction. If the Transaction is implemented by way of a
Takeover Offer (unless otherwise permitted by applicable law and
regulation), the Takeover Offer may not be made directly or
indirectly, in or into, or by the use of mails or any means or
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the
Takeover Offer may not be capable of acceptance by any such use,
means, instrumentality of facilities.
Unless otherwise determined by Orca or required by the Code, and
permitted by applicable law and regulation, the Offer shall not be
made available, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction and no person may vote in favour of the offer by
any such use, means, instrumentality or form within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. The availability of
the Transaction and the Management Arrangements to OpSec
Shareholders who are not resident in the United Kingdom may be
affected by the laws of the relevant jurisdiction in which they are
resident. Persons who are not resident in the United Kingdom should
inform themselves of, and observe, any applicable requirements. In
particular, the ability of persons who are not resident in the
United Kingdom to vote their OpSec Shares with respect to the
Scheme at the Court Meeting or to execute and deliver forms of
proxy appointing another to vote at the Court Meeting on their
behalf, may be affected by the laws of the relevant jurisdiction in
which they are located or of which they are citizens. Any failure
to comply with such requirements may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, all persons involved in the
Transaction and the Management Arrangements disclaim any
responsibility or liability for the violation of such requirements
by any person. Further details in relation to Overseas Shareholders
will be contained in the Scheme Document.
Notice to US Shareholders
The Transaction relates to the shares of an English company that
is a "foreign private issuer" (as defined in Rule 3b-4 under the US
Securities Exchange Act of 1934, as amended (the "Exchange Act"))
and is proposed to be made by means of a scheme of arrangement
provided for and governed under English company law. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the
Exchange Act. Accordingly, the Scheme is subject to the disclosure
requirements, rules and practices applicable in the United Kingdom
to schemes of arrangement, which differ from the disclosure
requirements of United States proxy solicitation or tender offer
rules. If, in the future, Orca exercises the right to implement the
Transaction by way of a Takeover Offer and determines to extend the
offer into the United States, the Transaction will be made in
compliance with applicable United States securities laws and
regulations, including the applicable Exchange Act tender offer
rules.
(MORE TO FOLLOW) Dow Jones Newswires
November 13, 2015 06:19 ET (11:19 GMT)
Financial information included in this announcement and the
Scheme Document has been or will be prepared in accordance with
accounting standards applicable in the UK that may not be
comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the United States.
It may be difficult for US holders of OpSec Shares to effect
service of process within the United States on Orca, OpSec and/or
their respective officers and directors or to enforce their rights
and any claims arising out of US federal securities laws, since
Orca and OpSec are located in a non-US jurisdiction, and some or
all of their officers and directors may be residents of a non-US
jurisdiction. US holders of OpSec Shares may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of the US securities laws. Further, it may be difficult
to compel a non-US company and its affiliates to subject themselves
to a US courts' judgement.
Each United States holder of OpSec Shares is urged to consult
with his independent professional adviser regarding any acceptance
of the Transaction and/or the Management Arrangements including,
without limitation, to consider the tax consequences associated
with such shareholder's election to participate in the Transaction
and/or the Management Arrangements.
Responsibility Statements
The Orca Director and the investment committee of Investcorp
Technology Fund III (comprising each of Hazem Ben-Gacem, Savio
Tung, Gilbert Kamieniecky and Anand Radhakrishnan) accept
responsibility for the information contained in this announcement
other than the information relating to OpSec, the OpSec Group, the
OpSec Directors, their close relatives and related trusts and
companies. To the best of the knowledge and belief of the Orca
Director and the investment committee of Investcorp Technology Fund
III (who have taken all reasonable care to ensure that such is the
case), the information contained in this announcement for which
they are responsible is in accordance with the facts and does not
omit anything likely to affect the import of that information.
The Independent Directors accept responsibility for the
information contained in this announcement relating to OpSec, the
OpSec Group, the OpSec Directors, their close relatives and related
trusts and companies and including, for the avoidance of doubt, the
recommendation in respect of the Transaction (but not the
Management Arrangements) set out in paragraph 3 of this
announcement. To the best of the knowledge and belief of the
Independent Directors, who have taken all reasonable care to ensure
that such is the case, the information contained in this
announcement for which they are responsible is in accordance with
the facts and does not omit anything likely to affect the import of
that information.
The OpSec Directors (other than the Independent Directors)
accept responsibility for the information contained in this
announcement relating to OpSec, the OpSec Group, the OpSec
Directors, their close relatives and related trusts and companies
but excluding, for the avoidance of doubt, the recommendations set
out in paragraph 3 of this announcement. To the best of the
knowledge and belief of the OpSec Directors (other than the
Independent Directors), who have taken all reasonable care to
ensure that such is the case, the information contained in this
announcement for which they are responsible is in accordance with
the facts and does not omit anything likely to affect the import of
that information.
Cautionary Note Regarding Forward-Looking Statements
This announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of OpSec and certain plans and objectives of Orca with
respect thereto. These forward--looking statements can be
identified by the fact that they do not relate only to historical
or current facts. Forward-looking statements often use words such
as "anticipate", "expect", "estimate", "target", "intend", "plan",
"goal", "believe", "hope", "aims", "continue", "will", "may",
"should", "would", "could" or other words of similar meaning. These
statements are based on assumptions and assessments made by OpSec
and/or Orca in light of their experience and their perception of
historical trends, current conditions, future developments and
other factors they believe appropriate. 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 and developments to differ materially from those expressed
in or implied by such forward-looking statements. Although it is
believed that the expectations reflected in such forward-looking
statements are reasonable, no assurance can be given that such
expectations will prove to have been correct and you are therefore
cautioned not to place undue reliance on these forward-looking
statements which speak only as at the date of this announcement.
Neither OpSec nor Orca assumes any obligation to update or correct
the information contained in this announcement (whether as a result
of new information, future events or otherwise), except as required
by applicable law.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are changes in global, political,
economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future
business combinations and dispositions.
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 OpSec for current or future financial years
would necessarily match or exceed the historical published earnings
per share for OpSec.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent or more of any class of relevant securities of an offeree
company or of any paper 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 paper
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 paper offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) of the Code applies must be made by no
later than 3.30 p.m. (UK time) on the 10(th) business day following
the commencement of the offer period and, if appropriate, by no
later than 3.30 p.m. (UK time) on the 10(th) business day following
the announcement in which any paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a paper offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper 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 paper offeror, save to the extent that these details have
previously been disclosed under Rule 8 of the Code. A Dealing
Disclosure by a person to whom Rule 8.3(b) of the Code applies must
be made by no later than 3.30 p.m. (UK 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 paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3 of the Code.
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 of
the Code). 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
http://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. If you are in
any doubt as to whether you are required to make an Opening
Position Disclosure or a Dealing Disclosure, you should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Electronic Communications
Addresses, electronic addresses and certain information provided
by OpSec Shareholders, persons with information rights and other
relevant persons for the receipt of communications from OpSec may
be provided to Orca during the Offer Period in connection with the
Transaction and/or the Management Arrangements as requested under
section 4 of Appendix 4 to the Code to comply with Rule 2.12 of the
Code.
Publication on website and availability of hard copies
(MORE TO FOLLOW) Dow Jones Newswires
November 13, 2015 06:19 ET (11:19 GMT)
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