NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
ANY RESTRICTED JURISDICTIONS OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
For immediate release
13 August 2013
Recommended Cash Acquisition of
Active Risk Group plc
by Sword Aquila Limited
(a wholly owned subsidiary of Sword Group SE)
Update on Irrevocable Undertakings and Letters of Intent
Further to the announcement on 11 July 2013 (2.7 Announcement) of a recommended
cash acquisition of Active Risk Group plc (Active Risk) by Sword Aquila Limited
(Sword Aquila) at 35.2 pence per Active Risk Share and the posting of the offer
document containing the Scheme on 19 July 2013 (Scheme Document), Sword Aquila
is pleased to announce that it has now received an irrevocable undertaking to
vote in favour of the Acquisition from Nicholas Henry Denning in relation to
5,402,736 Active Risk Shares representing approximately 16.2 per cent. of the
issued ordinary share capital of Active Risk.
Together with the irrevocable undertakings and letters of intent referred to in
the Scheme Document, Sword Aquila has received irrevocable undertakings and
letters of intent in respect of an aggregate of 19,735,705 Active Risk Shares
representing approximately 59.18 per cent. of the issued ordinary share capital
of Active Risk.
Details of the irrevocable undertakings and letters of intent received by Sword
Aquila to date in relation to Active Risk Shares are set out in the Appendix to
this announcement. Certain terms used in this announcement are defined in Part
X to the Scheme Document.
Enquiries
Sword
Jacques Mottard, Chairman +352 6211 88790
Phil Norgate +44(0) 7788 583 088
Active Risk
Lynton Barker, Executive Chairman +44(0) 1628 582500
Andrew Darby, Chief Operating Officer and Chief Financial +44(0) 1628 582500
Officer
Altium (Financial Adviser to Active Risk)
Sam Fuller +44(0) 20 7484 4040
Tim Richardson +44(0) 20 7484 4040
Media Enquiries
Biddicks (PR Adviser to Active Risk)
Katie Tzouliadis +44(0) 20 3178 6378
Further Information
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law (Restricted
Jurisdictions) and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves about, and
observe, any applicable requirements. This announcement has been prepared for
the purpose of complying with English law and the City Code on Takeovers and
Mergers (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.
Copies of this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or 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 or into or from any Restricted Jurisdiction.
Altium Capital Limited, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively for Active Risk and
no one else in connection with the Acquisition and will not be responsible to
anyone other than Active Risk for providing the protections afforded to clients
of Altium Capital Limited or for providing advice in relation to the
Acquisition, or any matter referred to in this announcement.
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) applies must be made by no
later than 3.30 p.m. (London time) on the 10th business day following the
commencement of the Offer Period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10th 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. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must
be made by no later than 3.30 p.m. (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 paper
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 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. 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.
Publication on website
A copy of this announcement and the irrevocable undertaking from Nicholas
Denning will be available free of charge, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on Active Risk's
website at www.activerisk.com by no later than noon (London time) on the day
following this announcement. For the avoidance of doubt, the contents of this
website are not incorporated into and do not form part of this announcement.
You may request a hard copy of this announcement (and any information
incorporated by reference in this announcement) by contacting Richard Tall of
TLT LLP at richard.tall@tltsolicitors.com (020 3465 4200) or by submitting a
request in writing to Richard Tall at TLT LLP, 20 Gresham Street, London EC2V
7JE. It is important that you note that unless you make such a request, a hard
copy of this announcement and any such information incorporated by reference in
it will not be sent to you. You may also request that all future documents,
announcements and information to be sent to you in relation to the Acquisition
should be in hard copy form.
APPENDIX
DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT
FROM ACTIVE RISK SHAREHOLDERS
Active Risk Directors
The Active Risk Directors have given irrevocable undertakings to vote (or
procure the vote) in favour of the Acquisition as follows:
Name Number of Active % of Active
Risk Shares Risk Shares in
issue
Lynton Barker 556,250 1.67
Andrew Darby 50,000 0.15
Alastair Gordon 78,125 0.23
Total 684,375 2.05
Iain Johnston holds no Active Risk Shares.
These irrevocable undertakings include undertakings from the Active Risk
Directors in respect of their entire holdings of Active Risk Shares:
(i) to vote or procure the vote in favour of the Scheme at the Court Meeting
and the Special Resolutions at the General Meeting; and
(ii) if Sword Aquila exercises its right to structure the Acquisition as a
Takeover Offer, to accept or procure the acceptance of such Takeover Offer.
These irrevocable undertakings are conditional upon:
(i) the publication of the Scheme Document within 28 days of the date of the
publication of the 2.7 Announcement or such later time as may be agreed by the
Panel; and
(ii) the Scheme becoming Effective (or a Takeover Offer, as applicable,
becoming wholly unconditional) on or before the date being 185 days following
the date of the 2.7 Announcement; and
(iii) no person other than Sword Aquila or any person acting in concert with
Sword Aquila announcing prior to the date on which the Active Risk Shareholders
are required to vote in favour of the Scheme a firm intention (in accordance
with Rule 2.7 of the Code) to make an offer (within the meaning of the Code),
which is not the subject of pre-conditions, to acquire all the equity share
capital of Active Risk, other than that already owned by the person making such
offer, on terms which represent an improvement of 15 per cent. or more on the
value of the consideration offered under the Acquisition
These irrevocable undertakings will cease to be binding if:
(i) the Scheme does not become Effective, or lapses, in accordance with its
terms; or
(ii) the Scheme is withdrawn (and Sword Aquila does not, at the same time and
with the consent of the Panel, publicly announce that it will implement the
Acquisition by means of a Takeover Offer) or any competing offer is made which
is declared wholly unconditional or otherwise becomes effective.
Other Irrevocable Undertakings
Sword Aquila has received an irrevocable undertaking to vote (or procure the
vote) in favour of the Acquisition from the following holder of Active Risk
Shares:
Name Number of % of Active
Active Risk Risk Shares
Shares in issue
Richard Higgs 4,000,000 12.00
This irrevocable undertaking is conditional upon:
(i) the publication of the Scheme Document within 28 days of the date of the
publication of the 2.7 Announcement or such later time as may be agreed by the
Panel; and
(ii) the Scheme becoming Effective (or a Takeover Offer, as applicable,
becoming wholly unconditional) on or before the date being 185 days following
the date of the 2.7 Announcement; and
(iii) no person other than Sword Aquila or any person acting in concert with
Sword Aquila announcing prior to the date on which the Active Risk Shareholders
are required to vote in favour of the Scheme a firm intention (in accordance
with Rule 2.7 of the Code) to make an offer (within the meaning of the Code),
which is not the subject of pre-conditions, to acquire all the equity share
capital of Active Risk, other than that already owned by the person making such
offer, on terms which represent an improvement of 10 per cent. or more on the
value of the consideration offered under the Acquisition.
This irrevocable undertaking will cease to be binding if:
(i) the Scheme does not become Effective, or lapses, in accordance with its
terms; or
(ii) the Scheme is withdrawn (and Sword Aquila does not, at the same time and
with the consent of the Panel, publicly announce that it will implement the
Acquisition by means of a Takeover Offer) or any competing offer is made which
is declared wholly unconditional or otherwise becomes effective.
Sword Aquila has also received an irrevocable undertaking to vote (or procure
the vote) in favour of the Acquisition from the following holder of Active Risk
Shares:
Name Number of % of Active
Active Risk Risk Shares
Shares in issue
Nicholas Denning 5,402,736 16.2
This irrevocable undertaking is conditional upon:
(i) the Scheme becoming Effective (or a Takeover Offer, as applicable, becoming
wholly unconditional) on or before the date being 185 days following the date
of the 2.7 Announcement; and
(ii) no person other than Sword Aquila or any person acting in concert with
Sword Aquila announcing prior to the date on which the Active Risk Shareholders
are required to vote in favour of the Scheme a firm intention (in accordance
with Rule 2.7 of the Code) to make an offer (within the meaning of the Code),
which is not the subject of pre-conditions, to acquire all the equity share
capital of Active Risk, other than that already owned by the person making such
offer, on terms which represent an improvement of 15 per cent. or more on the
value of the consideration offered under the Acquisition.
This irrevocable undertaking will cease to be binding if:
(i) the Scheme does not become Effective, or lapses, in accordance with its
terms; or
(ii) the Scheme is withdrawn (and Sword Aquila does not, at the same time and
with the consent of the Panel, publicly announce that it will implement the
Acquisition by means of a Takeover Offer) or any competing offer is made which
is declared wholly unconditional or otherwise becomes effective.
Under his irrevocable undertaking Mr Denning revokes any previous Form of Proxy
submitted by him.
Letters of intent
Sword Aquila has received letters of intent to vote (or to procure the voting)
in favour of the Scheme at the Court Meeting from the following holders or
controllers of Active Risk Shares:
Name Number of % of Active
Active Risk Risk Shares
Shares in issue
Harwood Capital Management LLP 4,885,506 14.65
Herald Investment Trust plc 3,333,599 10.00
Sanne Trust Company Limited in its capacity as trustee 1,429,489 4.29
of the Active Risk Group plc Employee Benefit Trust
Total 9,648,594 28.93
In the event that either (i) the Scheme Document is not published within 28
days of the date of the publication of the 2.7 Announcement or (ii) the Scheme
does not become Effective on or before the date being 185 days following the
date of the 2.7 Announcement the letters of intent shall lapse.