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Orca Holdings Limited
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY) IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
8 July 2011
New Recommended Cash Offer by Orca Holdings Limited for OpSec Security Group plc
First Closing Date Acceptance Level and Extension of New Offer
On 2 June 2011, Orca Holdings Limited ("Orca") and the Independent Directors of OpSec Security Group plc ("OpSec") announced the terms of a new recommended cash offer (the "New Offer") for the entire issued (and to be issued) share capital of OpSec not already owned by Orca.
The terms of and conditions to the New Offer were set out in the New Offer Document and Form of Acceptance, which were posted to OpSec Shareholders on 8 June 2011.
Level of acceptances
As at 1.00 p.m. (London time) on 7 July 2011 (being the First Closing Date of the New Offer), Orca had received valid acceptances from OpSec Shareholders in respect of 13,153,335 OpSec Shares, representing approximately 17.3 per cent. of the Voting Shares of OpSec, which may count towards satisfaction of the acceptance condition to the New Offer which requires valid acceptances being received in respect of OpSec Shares which carry more than 50 per cent. of the voting rights exercisable at OpSec general meetings when aggregated with the Voting Shares already held, or subsequently acquired or agreed to be acquired, by Orca or persons acting in concert with it (as set out in paragraph 1.1 of Part A of Appendix 1 to the New Offer Document).
These acceptances include acceptances of the New Offer by the Independent Directors (pursuant to the irrevocable undertakings given by them as described in the New Offer Document) in respect of, in aggregate, 612,920 OpSec Shares, representing approximately 0.8 per cent. of the Voting Shares of OpSec.
Furthermore, as at the date of this announcement, Orca holds 2,668,850 OpSec Shares (representing approximately 4.8 per cent. of OpSec Shares) and 20,000,000 Preferred Shares, all with equal voting rights, together representing approximately 29.8 per cent. of the Voting Shares of OpSec.
In aggregate, therefore, Orca holds or has received valid acceptances in respect of 35,822,185 Voting Shares, representing approximately 47.1 per cent. of the Voting Shares of OpSec.
Extension of the New Offer and further acceptances
Orca announces that the New Offer, which remains subject to the terms and conditions set out in the New Offer Document, will be extended and will remain open for acceptance until 1.00 p.m. (London time) on Thursday 14 July 2011. OpSec Shareholders who wish to accept (and have not yet validly accepted) the New Offer are urged to take action as soon as possible, and in any event by 1.00 p.m. (London time) on 14 July 2011. Any further extensions of the New Offer will be publicly announced by 8.00 a.m. (London time) on the business day following the day on which the New Offer is otherwise due to expire, or such later time as the Panel may agree.
To accept the New Offer for OpSec Shares held in certificated form (that is, not held in CREST), OpSec Shareholders should complete, sign and return the Form of Acceptance, which accompanies the New Offer Document, as soon as possible (together with their share certificate(s) and/or other documents of title), and in any event so as to be received by Capita Registrars no later than 1.00 p.m. (London time) on 14 July 2011.
To accept the New Offer for OpSec Shares held in uncertificated form (that is, held in CREST), OpSec Shareholders should ensure that an Electronic Acceptance is made by them or on their behalf and that the TTE Instruction settles by no later than 1.00 p.m. (London time) on 14 July 2011. OpSec Shareholders who hold their OpSec Shares as a CREST sponsored member should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary TTE Instruction to Euroclear.
Interests in relevant securities
Save as disclosed in this announcement, as at close of business on 7 July 2011, being the last practicable date prior to publication of this announcement, neither Orca nor, so far as Orca is aware, any person acting in concert with Orca (within the meaning of the City Code), (a) is interested in, or has any rights to subscribe for, any relevant securities of OpSec or securities convertible or exchangeable into OpSec Shares, (b) has any short position (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 of any relevant securities of OpSec, or (c) has borrowed or lent any relevant securities of OpSec (save for any borrowed shares which have been either on-lent or sold).
In accordance with Rule 19.11 of the Code, a copy of this announcement is and will be available free of charge, subject to any restrictions relating to persons resident in any Restricted Jurisdiction, for inspection of the OpSec website at www.opsecsecurity.com during the course of the New Offer. For the avoidance of doubt, the content of such website is not incorporated into and does not form part of this announcement. The New Offer Document is also available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of SJ Berwin LLP, 10 Queen Street Place, London, EC4R 1BE for so long as the New Offer remains open for acceptance.
Except for words and phrases specifically defined in this announcement, capitalised words and phrases shall bear the same meaning given to them in the New Offer Document sent to OpSec Shareholders on 8 June 2011.
Orca Holdings Limited
Deborah Botwood Smith Tel: +44 (0) 20 7629 6600
Numis Securities Limited
Etienne Bottari / Oliver Cardigan / Alex Ham Tel: +44 (0) 20 7260 1000
This announcement is not intended to and does not constitute or form any part of, an offer to sell or the solicitation of an offer to subscribe for or purchase or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the New Offer or otherwise nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law. Any response in relation to the New Offer should be made only on the basis of the information in the New Offer Document and the accompanying Form of Acceptance (or any document by which the New Offer is made) which contains the full terms and conditions of the New Offer. Please carefully read the New Offer Document and the accompanying Form of Acceptance in their entirety before making a decision with respect to the New Offer.
Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to Orca and Investcorp and no one else in connection with the New Offer and the other matters set forth in this announcement, the New Offer Document, the Form of Acceptance and the New Offer and will not be responsible to anyone other than Orca and Investcorp for providing the protections afforded to its clients or for providing advice in relation to the New Offer, the contents of this announcement, the New Offer Document or the Form of Acceptance.
The New Offer is made solely by Orca and neither Numis nor any of its respective affiliates are making the New Offer.
This announcement has been prepared for the purpose of complying with the laws of England and Wales, the City Code, the AIM Rules and the Disclosure and Transparency 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. The availability of the New Offer to OpSec Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located or of which they are citizens.
The release, publication or distribution of this announcement in, into or from any jurisdiction other than the United Kingdom may be restricted by law, and therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about 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 New Offer 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 New Offer Document.
Notice to US investors
The New Offer is for the securities of a corporation organised under the laws of England and Wales and is subject to the procedure and disclosure requirements of the United Kingdom, which are different from those of the United States. The OpSec Shares are not registered under Section 12 of the US Securities Exchange Act of 1934 (the "US Exchange Act"). Consequently, the New Offer is being made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act of 1934 (the "US Exchange Act") and otherwise in accordance with the requirements of the City Code. Accordingly, the New Offer is subject to certain procedural requirements, including with respect to withdrawal rights and settlement procedures that are different from those applicable under the United States tender offer laws and regulations relating to tender offers for equity securities that are registered under the US Exchange Act.
Each United States shareholder of OpSec Shares is urged to consult with his independent professional adviser regarding any acceptance of the New Offer including, without limitation, to consider the tax consequences associated with such shareholder's election to participate in the New Offer.
No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by use of the mails, any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than (i) in accordance with the requirements of Section 14(e) of, and Regulation 14E under the US Exchange Act or the securities laws of such other country, as the case may be; or (ii) pursuant to an available exemption from such requirements. Neither the SEC nor any other United States state securities commission has approved or disapproved the New Offer or passed judgement upon the adequacy or completeness of this announcement or the New Offer Document. Any representation to the contrary is a criminal offence.
It may be difficult for holders of OpSec securities to enforce their rights and any claim arising out of the United States federal securities laws. Orca and OpSec are located outside of the United States, and some of their officers and directors may be resident outside of the United States. As a result, it may not be possible for holders of OpSec securities to effect service of process within the United States upon OpSec or Orca or their officers of directors or to enforce against any of them judgments obtained in US courts predicated upon the civil liability provisions of the federal securities laws of the United States. Further, it may be difficult for investors to enforce, in original actions brought in courts in jurisdictions located outside the US, rights predicated upon federal securities laws.
The Orca Director and the members of the investment committee of the Investcorp Funds 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 members of the investment committee of the Investcorp Funds (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.
This announcement may contain "forward looking statements" concerning Orca and OpSec. All statements other than historical statements of fact included in this announcement, may be forward-looking statements. These statements are based on the current expectations of the management of Orca and OpSec. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates", "targets", "estimate" or similar expressions identify forward-looking statements. The statements have been made with reference to forecast price changes, economic conditions and the current regulatory environment. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those suggested by them. Many of these risks and uncertainties relate to factors that are beyond the ability of Orca and OpSec to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this announcement. Neither Orca nor OpSec undertakes any obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required.
Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of any member of Orca, OpSec or the Enlarged Group following completion of the New Offer unless otherwise stated.
Opening Position and Dealing Disclosure Requirements under the City Code
Under Rule 8.3(a) of the City Code, any person who is "interested" in 1 per cent. (directly or indirectly) 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 New 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 City Code, any person who is, or becomes, interested in 1 per cent. (directly or indirectly) 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. 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 the paper offeror and "Dealing Disclosures" must also be made by the offeree company, by the paper offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the City 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 Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the New 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.
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 disclosure a "dealing" under Rule 8 of the City Code, you should contact an independent financial adviser authorised under FSMA or consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0)20 7638 0129.
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the City Code, OpSec confirms that it has 56,045,858 issued ordinary shares of 5 pence each admitted to trading with an International Securities Identification Number (ISIN) of GB0000462191. In addition, OpSec has 20,000,000 9.75 per cent. redeemable convertible preferred ordinary shares of 5 pence which are unlisted.
Please be aware that addresses and certain other 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 New Offer Period as required under Section 4 of Appendix 4 of the City Code.