TIDMCPC
1 July 2009
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in
any doubt about the action you should take, you are recommended to seek your
own personal financial advice from your stockbroker, bank manager, solicitor,
accountant or other independent financial adviser authorised under the
Financial Services and Markets Act 2000 if you are resident in the United
Kingdom or, if not, from another appropriately authorised independent financial
adviser.
This announcement is not for release, publication or distribution in or into
the United States, Canada, Australia or Japan or any other jurisdiction where
it is unlawful to do so.
The following is an announcement made by Kenneth Dulieu, Clifford Cavender,
Paul Ashton and Paul Jackson pursuant to their obligations under the City Code
on Takeovers and Mergers. A copy of this announcement is available on the
following website: http://www.vantisplc.com/ClientRegulatoryAnnouncements. This
announcement has also been released through a regulatory information service.
This announcement has been approved for the purposes of section 21 of the
Financial Services and Markets Act 2000 by Vantis Corporate Finance Limited, of
82 St John Street London EC1M 4JN. Vantis Corporate Finance Limited, which is
authorised and regulated by the Financial Services Authority, is acting
exclusively for Kenneth Dulieu, Clifford Cavender, Paul Ashton and Paul Jackson
in relation to the Offer and is not acting for any other person and will not be
responsible to any other person for providing the protections afforded to the
customers of Vantis Corporate Finance Limited or for advising them on the
contents of this announcement or any other matter in relation to the Offer.
MANDATORY CASH OFFER UNDER RULE 9 OF THE CITY CODE TO ACQUIRE ORDINARY SHARES
IN CAPCON HOLDINGS PLC TO BE MADE BY KENNETH DULIEU, CLIFFORD CAVENDER, PAUL
ASHTON AND PAUL JACKSON
1. Introduction
Kenneth Dulieu, Clifford Cavender and Paul Jackson (each a director of the
Company) together with Paul Ashton are deemed to be acting in concert as
defined in the City Code and collectively hold 4,629,216 Shares representing
approximately 39.6 per cent. of the voting rights in the Company.
Clifford Cavender will exercise a Share Option held by him in respect of
193,750 Option Shares before the Offer closes or expires if the Acceptance
Condition is unlikely to be met and the exercise of this Share Option will
enable the Acceptance Condition to be met. In that event the Offerors will then
collectively hold or be otherwise interested in 4,822,966 Shares, representing
approximately up to 40.6 per cent. of the voting rights in the Company as
enlarged by the issue of such Option Shares and on the basis that the Share
Option for 193,750 Option Shares is the only Share Option exercised.
As required under Rule 9 of the City Code, the Offerors, either individually,
collectively or through a newly incorporated limited liability vehicle, will be
making a mandatory offer for the Shares not already held by any of them at a
price of 6 pence per Share in cash, being a price greater than the highest
price paid for Shares by any of the Offerors, other than by one Offeror to
another of the Offerors, both in the 12 months prior to 30 April 2008, being
the date of the subscription for Shares by Paul Ashton described in paragraph 3
below, and during the period since that date and the date of this announcement.
The definitions of capitalised terms used in this announcement are contained in
Appendix II to this announcement.
2. The Offer
The Offer will be made on the terms set out below and in Appendix I of this
announcement and will be further subject to the terms to be set out in the
Offer Document and in the relevant form of acceptance, both of which will be
posted to Company shareholders (or made available electronically in accordance
with the City Code) as soon as practicable, and in any event within 28 days of
1 July 2009.
The Offer will be made on the following basis:
for each Share 6 pence in cash
The Offer will extend to all issued Shares which are not held by the Offerors
and any further Shares which are unconditionally allotted or issued and fully
paid (including those issued pursuant to the exercise of Share Options before
the Offer closes).
The Offer will remain open for acceptance, subject to the provisions of
Appendix I of this announcement and the terms of the Offer Document, until 1.00
pm on the 21st day after the date of publication of the Offer Document.
The Offer values the total current issued share capital of the Company at
approximately GBP700,818 based on the current 11,680,292 Shares.
The Offer will be conditional upon the Acceptance Condition.
The Offerors may acquire Shares before the Offer closes at a price which is at
or less than the Offer Price.
A copy of this announcement, and when it is published the Offer Document, will
be published on Vantis Corporate Finance Limited's website, http://
www.vantisplc/ClientRegulatoryAnnouncements.
The Offer applies to the Settlement Shares.
3. Background and reasons for the Offer
The Offerors are making the Offer as a result of the placing by the Company of
1,523,516 Shares with Paul Ashton, subsequently determined to be acting in
concert with the other Offerors, at a price of 3.875 pence per Share on 30
April 2008, as required by Rule 9 of the City Code.
4. Information on the Company
Capcon Holdings Plc is a UK-incorporated public company whose shares are
admitted to trading on AIM. Its principal activity is the provision of risk
management services that include investigation of commercial and insurance
fraud, employment screening, money laundering investigations, due diligence,
risk assessment, contingency planning, crisis management, research and
intelligence gathering, stocktaking and audit services.
On 29 June 2009, the Company announced its interim results for the 6 months
ended 31 March 2009 which are available on the Company's website at http://
www.capconplc.com.
5. Information on the Offerors
Kenneth Dulieu
After a career with the police force, Ken Dulieu was appointed security adviser
to divisions of Allied Breweries and Whitbread plc. In 1983 he founded K&J
Dulieu Limited (trading as Capitol Consultants), later renamed Capitol Group
plc in 1994 upon its admission to the Official List of the London Stock
Exchange, where he was chief executive of that company until its sale to
Carlisle Holdings plc in 1998. He is currently executive chairman of the
company and he is a member of the remuneration, nomination and audit
committees. He is also a Non Executive Director of Vantis plc.
Clifford Cavender
Clifford Cavender is a fellow of the Chartered Institute of Management
Accountants and a member of the Chartered Institute of Management. He trained
and qualified with Reed International plc. Subsequently, he held various senior
positions, including five years as finance director for Pizza Express Limited,
before joining Capitol Group plc in 1994 as finance director and company
secretary. He became finance director and company secretary of Capcon Limited,
a subsidiary of Capcon Holdings plc, at the time that it purchased certain of
its businesses from Carlisle Holdings plc in 1999.
Paul Ashton
Paul Ashton qualified as a chartered accountant in 1975 and has extensive
public company experience. He joined Morgan Brown & Spofforth in 1977 and was
made a partner in 1978. Until 2000, Paul was managing partner of Morgan Brown &
Spofforth. He is a director of Vantis plc where he has specific responsibility
for the merger and acquisition strategy.
Paul Jackson
Paul Jackson qualified as a chartered accountant in 1974 and is chief executive
of Vantis plc. He was appointed a non-executive director of the Company on 1
May 2001 and he chairs the audit and remuneration committees. He also
undertakes corporate finance activities on behalf of the Company.
6. Management and Employees
The Offerors' current intention is that the existing employment rights,
including pension rights, of the management and employees of the Company will
not be affected by the Offer.
7. Financing of the Offer
It is estimated that full acceptance of the Offer would require payment by the
Offerors, under the terms of the Offer, of an amount of approximately GBP431,500
in cash, which will be satisfied out of the Offerors' existing cash resources.
Vantis Corporate Finance Limited of 82 St John Street, London EC1M 4JN is
satisfied that the necessary financial resources are available to the Offerors'
to enable them to satisfy in full the maximum cash consideration payable under
the terms of the Offer.
8. Disclosure of interests in the Company
Offeror Shares Share Options
Kenneth Dulieu 2,658,200 100,000
Clifford Cavender 270,000 418,350
Paul Ashton 1,526,016 None
Paul Jackson 175,000 None
Total 4,629,216 518,350
Kenneth Dulieu's son, an employee of the Company, holds an interest in Share
Options, not dealt with above as part of Kenneth Dulieu's interest, over
223,750 Shares of which 68,750 are capable of being exercised.
Clifford Cavender's Share Options include 193,750 Share Options which are
exercisable before the Offer closes or expires and he will exercise them before
the Offer closes or expires, if the Acceptance Condition is unlikely to be met
and the exercise of this Share Option will enable the Acceptance Condition to
be met
A further 68,750 Share Options, held by persons other than the Offerors and
their relations, are currently exercisable.
The Share Options have an exercise price of 6 pence which is the same as the
Offer Price. Some of the Share Options have a performance condition to be met
before they can be exercised.
The option exercise period for the Share Options held by Kenneth Dulieu is 31
March 2006 to 31 March 2013. The option exercise periods for the Share Options
held by Clifford Cavender are 17 May 2004 to 16 May 2011 in respect of 193,750
Share Options and 31 March 2006 to 31 March 2013 in respect of 224,600 Share
Options. The option exercise periods for the Share Options held by Kenneth
Dulieu's son are 17 May 2004 to 16 May 2011 in respect of 68,750 Share Options,
31 March 2006 to 31 March 2013 in respect of 80,000 Share Options and 7 April
2007 to 6 April 2014 in respect of 75,000 Share Options.
Pursuant to a court order dated 3 October 2008 the board of directors of the
Company has the power to direct the sale of 300,000 Shares registered in the
name of European Pensions Management Limited and 173,912 Shares registered in
the name of Richagent Limited. These Shares are defined in this announcement as
the Settlement Shares.
Save for the interests of the Offerors described above, neither the Offerors
nor any person acting in concert with the Offerors has any interest in, or
right to subscribe for, any relevant securities of the Company, or any short
positions (whether conditional or absolute and whether in the money or
otherwise), including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person to purchase
or take delivery.
Neither the Offerors nor any of their associates have procured any irrevocable
commitment or letter of intent in respect of any relevant securities of the
Company.
Neither the Offerors nor any of their associates have borrowed or lent any
relevant securities of the Company (save for any borrowed shares which have
been either on-lent or sold).
There are no arrangements of the kind referred to in Note 6(b) to Rule 8 of the
City Code which exist between the Offerors or any associate of the Offerors and
any other person in relation to any relevant securities of the Company.
For the purposes of this paragraph 8, the terms "acting in concert",
"associate", "interest" and "relevant securities" have the same meanings as
defined in the City Code.
9. Number of relevant securities in issue
Pursuant to Rule 2.10 of the Code, it is announced that the number of Shares in
issue is 11,680,292.
The International Securities Identification Number ("ISIN") for the Shares is
GB0030493232.
10. Further details
The Offer Document, setting out full details of the Offer, and the related form
of acceptance will be published as soon as practicable, and in any event within
28 days of 1 July 2009.
The Offer will not be made directly or indirectly in or into the United Sates,
Canada, Japan or Australia. Accordingly, copies of this announcement are not
being, and must not be, mailed or otherwise distributed or sent in or into or
from the United States, Canada, Japan or Australia. The availability of the
Offer to persons outside the United Kingdom may be affected by the laws of
other jurisdictions. Such persons should inform themselves about and observe
any applicable requirements of those jurisdictions.
This announcement does not constitute, or form part of, an offer or an
invitation to purchase or sell Shares or any other securities.
There are no agreements or arrangements to which the Offerors are a party which
relate to the circumstances in which they may or may not invoke or seek to
invoke a pre-condition or a condition to the Offer.
There are no inducement fees or similar arrangements between the Company and
any of the Offerors.
Vantis Corporate Finance Limited has given and not withdrawn its written
consent to the inclusion in this announcement of the references to it in the
form and context in which they appear.
This announcement has been made by the Offerors who accept responsibility for
the information contained in it. To the best of the knowledge and belief of the
Offerors (who have taken all reasonable care to ensure such is the case) the
information contained in this announcement is in accordance with the facts and
does not omit anything likely to affect the import of such information.
11. Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or
becomes, "interested" (directly or indirectly) in one per cent or more of any
class of "relevant securities" of the Company, all "dealings" in any "relevant
securities" of the Company (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 pm (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the Offer becomes or is declared unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in
"relevant securities" of the Company, they will be deemed to be a single person
for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of the Company by the Offerors or by any of their "associates",
must be disclosed by no later than 12 noon (London time) on the London business
day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities
in issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel.
Appendix I
Certain Terms of the Offer
1. The Offer will be conditional upon the Offerors having received valid
acceptances (which are not, where permitted, withdrawn) in respect of Shares
which, together with the Shares acquired or agreed to be acquired before or
during the Offer, will result in the Offerors holding Shares carrying more than
50% of the voting rights then normally exercisable at general meetings of the
Company.
2. The Offer will extend to all existing Shares (other than Shares held by the
Offerors) and any further Shares which are unconditionally allotted or issued
and fully paid before the Offer closes (including pursuant to the exercise of
any Share Options).
3. The availability of the Offer to persons not resident in the United Kingdom
may be affected by the laws of the relevant jurisdictions. Person who are not
resident in the United Kingdom should inform themselves about and observe any
applicable requirements.
4. The Shares which are the subject of the Offer will be acquired, fully paid,
free from all liens, equitable interests, charges, encumbrances, rights of
pre-emption and any other third party rights of any nature whatsoever and
together with all rights now or hereafter attaching thereto, including (without
limitation) voting rights and the right to receive and retain in full all
dividends and other distributions, if any, announced, declared, made or paid
after the date hereof.
5. The Offer will comply with the rules of AIM and the provisions of the City
Code. The Offer and any acceptances under it will be governed by English law
and be subject to the jurisdiction of the courts of England.
Appendix II
Definitions
The following definitions apply throughout this announcement unless the context
otherwise requires
"Acceptance Condition" the condition that the Offerors receive
acceptances in respect of Shares which,
together with the Shares acquired or
agreed to be acquired before or during
the Offer, will result in the Offerors
and any person acting in concert with
them holding Shares carrying more than
50% of the voting rights then normally
exercisable at general meetings of the
Company;
"AIM" the AIM Market of the London Stock
Exchange;
"Canada" Canada, its provinces, territories and
all areas subject to its jurisdiction;
"City Code" the City Code on Takeovers and Mergers;
"Company" Capcon Holdings Plc registered in
England and Wales under number 4196004;
"Company Share Option Scheme" the arrangements for the grant of
options to employees of the Company and
its subsidiaries over unissued shares
in the capital of the Company pursuant
to share option schemes approved by a
special resolution of the Company
passed on 17 May 2001;
"Concert Party" or "acting in has the meaning given in the City Code;
concert"
"Japan" Japan, its cities, prefectures,
territories and possessions;
"London Stock Exchange" the London Stock Exchange Plc;
"Offer" the mandatory cash offer by the
Offerors to acquire the Shares not held
by the Offerors on the terms to be set
out in the Offer Document including,
where the context requires, any
subsequent revision, variation,
extension or renewal of such offer;
"Offer Document" the formal offer document to be sent to
Company shareholders setting out the
terms of the Offer;
"Offer Price" 6 pence per Share;
"Offerors" Kenneth Dulieu, Clifford Cavender, Paul
Ashton and Paul Jackson either
individually, collectively or through a
newly incorporated limited liability
vehicle;
"Option Shares" unissued ordinary shares of 1 pence
each in the capital of the Company that
are subject to subsisting Share
Options;
"Settlement Shares" together, the 300,000 Shares registered
in the name of European Pensions
Management Limited, and the 173,912
Shares registered in the name of
Richagent Limited in respect of which
the board of directors of the Company
has (inter alia) power to direct sale,
pursuant to a court order dated 3
October 2008, further details of which
can be found in the Company's
announcement dated 10 December 2008;
"Shares" and "Share" the existing issued or unconditionally
allotted and paid (or credited as fully
paid) ordinary shares of 1 pence each
in the capital of the Company and any
further shares which are
unconditionally allotted or issued
fully paid (or credited as fully paid)
on or prior to the date on which the
Offer closes (excluding, for the
avoidance of doubt, treasury shares)
and "Share" shall mean any one of the
Shares;
"Share Options" together:
(1) the options granted by the Company
by several deeds dated 17 May 2001 (as
amended by agreement between the
Company and each of the option holders
dated 20 December 2007); and
(2) share options issued under the
Company Share Option Scheme on 17 May
2001, 31 March 2003 and 7 April 2004;
"Takeover Panel" the Panel on Takeovers and Mergers;
"United Kingdom" or "UK" the United Kingdom of Great Britain and
Northern Ireland; and
"United States" the United States of America, its
territories or possessions, any state
of the United States of America, the
District of Columbia and all other
areas subject to its jurisdictions.
END
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