TIDMOSG
RNS Number : 7872J
Opsec Security Group PLC
21 December 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.
21 December 2015
Recommended Cash acquisition
of
OpSec Security Group plc
by
Orca Bidco Limited
(an investment vehicle ultimately owned by funds managed and
advised by
Investcorp Technology Partners III)
Scheme Effective
OpSec and Orca are pleased to announce that, further to the
announcement dated 18 December 2015 that the Court has sanctioned
the Scheme, the Scheme Court Order has now been delivered to the
Registrar of Companies and, accordingly, the Scheme has now become
effective in accordance with its terms.
Scheme Shareholders on the register at the Scheme Record Time,
being 6.00 p.m. (London time) on 17 December 2015, will receive 55
pence in cash for each Scheme Share held. Cheques and crediting of
CREST accounts for cash consideration due under the Scheme will be
despatched and take place respectively within 14 days of today, the
Effective Date.
Following the application by the Company to the London Stock
Exchange, the cancellation of admission to trading of OpSec Shares
on AIM will take effect at 7.00 a.m. (London time) tomorrow, 22
December 2015.
Capitalised terms in this announcement (unless otherwise
defined) have the same meanings as set out in the Scheme Document.
A copy of this announcement, will shortly be available on the
Company's website at
http://www.opsecsecurity.com/company/investor-relations.
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 / Edward Mansfield / Patrick Castle Tel: +44 (0)207 408 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 Acquisition, the Management Arrangements or
otherwise. The Acquisition and the Management Arrangements are
being made solely pursuant to the terms of the Scheme Document,
which contains the full terms and conditions of the Acquisition and
the Management Arrangements. Any response in relation to the
Acquisition and/or the Management Arrangements should be made only
on the basis of the information contained in the Scheme Document.
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
Acquisition 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 Acquisition 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 cash 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 Acquisition 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. 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
Acquisition 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
are contained in the Scheme Document.
Notice to US Shareholders
The Acquisition relates to the shares of an English company that
is not registered under the Exchange Act and is being made by means
of a scheme of arrangement provided for and governed under English
company law and, in particular, Part 26 of the Companies Act 2006.
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 Acquisition 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 under the Exchange Act. If, in the future, Orca
exercises the right to implement the Acquisition by way of a
Takeover Offer and determines to extend the offer into the United
States, the Acquisition will be made in compliance with applicable
United States securities laws and regulations, including the
applicable Exchange Act tender offer rules.
Financial information included in this announcement and the
Scheme Document has been 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
any of 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 Acquisition and/or the Management Arrangements including,
without limitation, to consider the tax consequences associated
with such shareholder's election to participate in the Acquisition
and/or the Management Arrangements.
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.
(MORE TO FOLLOW) Dow Jones Newswires
December 21, 2015 10:56 ET (15:56 GMT)
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