OPSEC SECURITY GROUP PLC OpSec and Orca are pleased to announce that at the Scheme Court Hearing held this morning in connection with the recommended cash acquisition of OpSec by Orca, the Court has made an order sanctioning the Scheme.
The last day of dealings in and registration of transfers of OpSec Shares was yesterday, 17 December 2015, and trading in OpSec Shares on AIM was suspended with effect from 7.30 a.m. (London time) this morning, 18 December 2015.
The Scheme will become effective once the Scheme Court Order (duly sealed by the Court), has been delivered to the Registrar of Companies, which is expected to take place on 21 December 2015.
The Company has applied to the London Stock Exchange for the cancellation of admission to trading of OpSec Shares on AIM, which is expected to take effect at 7.00 a.m. (London time) on 22 December 2015.
Capitalised terms in this announcement (unless otherwise defined) have the same meanings as set out in the Scheme Document. A copy of this announcement, will shortly be available on the Company's website at http://www.opsecsecurity.com/company/investor-relations.
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 contains the full terms and conditions 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. 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. 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 are 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 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.
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) of the Code applies must be made by no later than 3.30 p.m. (UK time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (UK 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 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 p.m. (UK 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 of the Code.
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 of the Code). 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 http://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.
Electronic Communications
Addresses, electronic addresses and certain information provided by OpSec Shareholders, persons with information rights and other relevant persons for the receipt of communications from OpSec may be provided to Orca during the Offer Period in connection with the Acquisition and/or the Management Arrangements as requested under section 4 of Appendix 4 to the Code to comply with Rule 2.12 of the Code.
Availability of Hard Copies
In accordance with Rule 30.2 of the Code, a person so entitled may request a hard copy of this announcement, free of charge, by contacting the Director of Orca on +44 (0)20 7629 6600 or the Company Secretary of OpSec on +44 (0)191 417 5434. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition and/or the Management Arrangements should be in hard copy form.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
OpSec Security Group plc issued this content on 2015-12-18 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2015-12-18 14:55:41 UTC
Original Document: http://www.opsecsecurity.com/assets/files/cash_offer/Oboe_-_Sanction_of_Scheme_-_18_Dec_2015.pdf
