OPSEC SECURITY GROUP PLC RNS Number : 6708F Orca Bidco Limited 13 November 2015
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 Shares1, 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:
Hazem Ben-Gacem Tel: +44 (0)20 7629 6600
Colin Christie and Miles Cox Tel: +44 (0)20 7523 8000
Michael Angus Tel: +44 (0)191 417 5434
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.
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
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