TIDMARI
RNS Number : 6939L
Active Risk Group PLC
14 August 2013
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 OF SUCH
JURISDICTION
14 August 2013
Recommended cash acquisition
of
Active Risk Group plc
by
Sword Aquila Limited
(a wholly owned subsidiary of Sword Group SE)
(to be effected by means of a Scheme of Arrangement under Part
26 of the Companies Act 2006)
Results of Court Meeting and General Meeting
The Court Meeting and the General Meeting were both held earlier
today and Active Risk Group plc ("Active Risk") is pleased to
announce that the Scheme relating to the Acquisition of Active Risk
by Sword Aquila Limited ("Sword Aquila") was approved at the Court
Meeting and the Special Resolutions were passed at the General
Meeting.
Court Meeting
At the Court Meeting, a majority in number of Scheme
Shareholders who voted (either in person or by proxy), representing
90.43% by value of those Scheme Shares voted, voted in favour of
the Scheme and, accordingly, the resolution was passed. The
resolution proposed at the Court Meeting was decided on a poll.
Details of the votes cast were as follows:
Number of Percentage Number of Percentage
Scheme Shareholders of Scheme Scheme Shares of Scheme
who voted Shareholders voted Shares voted
who voted
--------- --------------------- -------------- --------------- --------------
FOR 29 87.88% 28,645,671 90.43%
--------- --------------------- -------------- --------------- --------------
AGAINST 4 12.12% 3,029,781 9.57%
--------- --------------------- -------------- --------------- --------------
As at the date of the Court Meeting and General Meeting, there
were 33,346,769 Active Risk Shares in issue. The number of Active
Risk Shares voted for and against the resolution to approve the
Scheme at the Court Meeting represented 85.90% and 9.09% of the
issued share capital of Active Risk respectively.
General Meeting
The Special Resolutions were passed on a poll. The voting
results for the Special Resolutions were as follows:
Number of Percentage Number of Percentage
Active Risk of Active Active Risk of Active
Shares voted Risk Shares Shares voted Risk Shares
FOR voted FOR AGAINST voted AGAINST
------------ -------------- ------------- -------------- ---------------
Resolution
1 28,833,091 90.49% 3,029,781 9.51%
------------ -------------- ------------- -------------- ---------------
Resolution
2 28,615,785 89.81% 3,247,087 10.19%
------------ -------------- ------------- -------------- ---------------
Timetable and Next Steps
Completion of the Acquisition remains conditional on the
satisfaction or (if appropriate) waiver of the remaining Conditions
set out in the Scheme Document sent to Active Risk Shareholders and
dated 19 July 2013, including the sanction of the Scheme and the
confirmation of the associated Reduction of Capital by the
Court.
A detailed timetable is set out in the Scheme Document. The
times and dates given are indicative only and may be subject to
change. Any changes to these times and dates will be notified to
Active Risk Shareholders via a Regulatory Information Service or as
may otherwise be required by the Panel.
On the basis of the current timetable for the Scheme and
assuming that the Court sanctions the Scheme and confirms the
Reduction of Capital, the last day of dealings in and for
registration of transfers of Active Risk Shares will be 28 August
2013. At 7:30 a.m. on 29 August 2013, Active Risk Shares will be
temporarily suspended pending the Scheme becoming Effective,
expected to be 29 August 2013 (the "Effective Date").
Following the Effective Date, share certificates in respect of
Active Risk Shares will cease to be valid and entitlements to
Active Risk Shares held within the CREST system will be cancelled.
The admission to trading on AIM of the Active Risk Shares will be
cancelled with effect from the business day after the Effective
Date.
A copy of this announcement will be available on Active Risk's
website, www.activerisk.com. The contents of this website are not
incorporated into and do not form part of this announcement.
Defined terms used but not defined in this announcement have the
meanings set out in the Scheme Document.
Enquiries:
Active Risk
Lynton Barker, Executive Chairman
Andrew Darby, Chief Operating Officer and Chief +44 (0) 1628 582
Financial Officer 500
Altium (Financial Adviser to Active Risk)
Sam Fuller +44 (0) 20 7484
Tim Richardson 4040
Media Enquiries:
Biddicks (PR Adviser to Active Risk) +44 (0) 20 3178
Katie Tzouliadis 6378
Altium, which is authorised and regulated in the UK 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 nor for providing advice
in connection with the Acquisition or any matter referred to
herein.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer to
sell or an invitation to purchase or otherwise subscribe for any
securities or the solicitation of any vote or approval or of an
offer to buy securities, pursuant to the Acquisition or
otherwise.
This announcement does not constitute a prospectus or prospectus
equivalent document.
This announcement has been prepared for the purpose of complying
with English law, the Code and the AIM Rules 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.
Overseas shareholders
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements.
Unless otherwise determined by Sword Aquila or required by the
Code and permitted by applicable law and regulation, the
Acquisition will not be made, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction, and the Acquisition will not be capable
of acceptance from or within a Restricted Jurisdiction.
Accordingly, copies of this announcement and all documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in, into or from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving
this announcement and all documents relating to the Acquisition
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such
jurisdictions as doing so may invalidate any purported acceptance
of the Acquisition.
The availability of the Acquisition to Active Risk Shareholders
who are not resident in the United Kingdom may be affected by the
laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable requirements.
Further details in relation to overseas Active Risk Shareholders
are contained in the Scheme Document.
Sword Aquila reserves the right to elect, with the consent of
the Panel, to implement the Acquisition by way of a Takeover Offer.
In such event, the Takeover Offer will be implemented on
substantially the same terms, subject to appropriate amendments, as
those which would apply to the Acquisition.
The Acquisition relates to the shares in an English company and
is proposed to be made by means of a scheme of arrangement provided
for under company law of the United Kingdom. The scheme of
arrangement will relate to the shares of a UK company that is a
`foreign private issuer' as defined under Rule 3b-4 under the US
Securities Exchange Act of 1934, as amended (the "Exchange
Act").
A transaction effected by means of a scheme of arrangement is
not subject to the shareholder vote, proxy and tender offer rules
under the Exchange Act. Accordingly, the Acquisition is subject to
the disclosure requirements and practices applicable in the UK to
schemes of arrangement, which differ from the disclosure
requirements and practices of US shareholder vote, proxy and tender
offer rules.
Financial information included in the relevant documentation has
been prepared in accordance with accounting standards applicable in
the UK that may not be comparable to the financial statements of US
companies.
If Sword Aquila exercises its right to implement the Acquisition
by way of a Takeover Offer, the Acquisition will be made in
compliance with applicable US laws and regulations, including
applicable provisions of the tender offer rules under the Exchange
Act.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
one 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 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 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 one 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 during the Offer
Period. 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 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 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 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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