OPSEC SECURITY GROUP PLC On 28 October 2015, it was announced that the board of Orca Bidco Limited ('Orca') and the Independent Directors of OpSec Security Group plc ('OpSec') had reached agreement on the terms of a recommended cash offer for the entire issued share capital of OpSec not already owned or contracted to be acquired by Orca (the 'Acquisition'). The Acquisition is to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the 'Scheme').
Under the terms of the Scheme, Scheme Shareholders will receive 55 pence in cash (the 'Cash Consideration') for each Scheme Share, valuing the entire issued share capital of OpSec at approximately £66.7 million.
OpSec announces that tomorrow it will post to OpSec Shareholders a scheme document in relation to the Acquisition, setting out amongst other things the full terms and conditions of the Scheme, an explanatory statement, an expected timetable of principal events and details of the actions to be taken by OpSec Shareholders (the 'Scheme Document').
TimetableAs further detailed in the Scheme Document, to become effective, the Scheme will require the approval of Scheme Shareholders at the Court Meeting, the passing of the Special Resolutions to be proposed at the General Meeting and the passing of the Ordinary Resolutions to be proposed at the Independent Shareholders Meeting. Notices convening the Court Meeting, General Meeting and Independent Shareholders Meeting, respectively for 11.00 a.m. on 14 December 2015, 11.15 a.m. on 14 December 2015 (or as soon thereafter as the Court Meeting is concluded or adjourned) and 11:30 a.m. on 14 December 2015 (or as soon thereafter as the General Meeting is concluded or adjourned) to be held at the offices of Bond Dickinson LLP, 4 More London Riverside, London, SE1 2AU, are set out in the Scheme Document, together with the relevant Forms of Proxy for such meetings. The expected timetable of principal events is attached as an appendix to this announcement. If any of the key dates set out in the expected timetable change, an announcement will be made through a Regulatory Information Service.
DelistingUpon the Scheme becoming Effective an application will be made for cancellation of the admission to trading of the OpSec Shares on AIM. It is expected that trading in OpSec Shares on AIM will be suspended at 7:30 a.m. on 18 December 2015 and that cancellation of the admission of OpSec Shares
on AIM will become effective at 7:00 a.m. on 22 December 2015. Following the AIM cancellation, OpSec Shares will not be quoted on any publicly quoted market in the United Kingdom or elsewhere.
A copy of this announcement, the Scheme Document and the documents listed in paragraph 13 of part 8 of the Scheme Document will be available on the Company's website at http://www.opsecsecurity.com/company/investor-relations by no later than 12 noon (UK time) on 23 November 2015.
All references to time in this announcement are to UK time. Capitalised terms in this announcement (unless otherwise defined) have the same meanings as set out in the Scheme Document.
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 / 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 will contain the full terms and conditions of the Acquisition and the Management Arrangements, including details of how to vote in respect 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. OpSec will post tomorrow the Scheme Document to OpSec Shareholders. OpSec and Orca urge OpSec Shareholders to read the Scheme Document as it will contain important information relating to the Acquisition 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 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. In particular, the ability of persons who are not resident in the United Kingdom to vote their Scheme 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 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 will be 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 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 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.
Responsibility Statements
The Orca Director and the investment committee of Investcorp Technology Fund III (comprising each of Hazem Ben-Gacem, Savio Tung, Gilbert Kamieniecky and Anand Radhakrishnan) accept responsibility for the information contained in this announcement other than the information relating to OpSec, the OpSec Group, the OpSec Directors, their close relatives and related trusts and companies. To the best of the knowledge and belief of the Orca Director and the investment committee of Investcorp Technology Fund III (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of that information.
The Independent Directors accept responsibility for the information contained in this announcement relating to OpSec, the OpSec Group, the OpSec Directors, their close relatives and related trusts and companies and including, for the avoidance of doubt, the recommendation in respect of the Acquisition (but not the Management Arrangements) referred to in this announcement and set out in paragraph 17 of Part 1 of the Scheme Document. To the best of the knowledge and belief of the Independent Directors, who have taken all reasonable care to ensure that such is the case, the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of that information.
The OpSec Directors (other than the Independent Directors) accept responsibility for the information contained in this announcement relating to OpSec, the OpSec Group, the OpSec Directors, their close relatives and related trusts and companies but excluding, for the avoidance of doubt, the recommendations of the Independent Directors referred to in this announcement. To the best of the knowledge and belief of the OpSec Directors (other than the Independent Directors), who have taken all reasonable care to ensure that such is the case, the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of that information.
Cautionary Note Regarding Forward-Looking Statements
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