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Abbey Protection PLC (ABB)

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Friday 17 January, 2014

Abbey Protection PLC

Scheme of arrangement effective

RNS Number : 9745X
Abbey Protection PLC
17 January 2014
 



Not for release, publication or distribution, in whole or in part, in or into any Restricted Jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

 

17 January 2014

 

RECOMMENDED CASH ACQUISITION

 

of

 

Abbey Protection plc

 

by

 

Markel Capital Holdings Limited

 

Court confirmation of Reduction of Capital and Scheme effective

 

On 9 October 2013, the boards of Markel Capital Holdings Limited ("Markel"), a wholly-owned subsidiary of Markel Corporation, and Abbey Protection plc ("Abbey Protection" or the "Company") announced that they had reached an agreement on the terms of a recommended cash acquisition of the entire issued and to be issued share capital of Abbey Protection by Markel (the "Acquisition").  The Acquisition is being implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

 

Under the terms of the Acquisition, Abbey Protection Shareholders will be entitled to receive 115 pence in cash for each Abbey Protection Share (the "Acquisition Price"), valuing the entire issued and to be issued share capital of Abbey Protection at approximately £116.5 million.

 

The Reduction of Capital required to effect the recommended acquisition of Abbey Protection by way of a scheme of arrangement under Part 26 of the Companies Act 2006 was today confirmed by the Court and, following the delivery of the Court Orders to the Registrar of Companies, the Scheme has become effective.

 

A timetable of the key remaining events is set out below.

 

 

Next Steps

 

The Court Hearing to sanction the Scheme took place on 14 January 2014 and the last day for dealings in Abbey Protection Shares was 16 January 2014. The Court Hearing to confirm the Capital Reduction took place earlier today (17 January 2014) and the Scheme has become effective today. It is expected that the admission of the Abbey Protection Shares to trading on AIM will be cancelled on 20 January 2014 or shortly thereafter. A timetable of the key remaining events is set out below:

 

 

Cancellation of admission to trading on AIM of, and cessation of dealings in, Abbey Protection Shares

7.00 a.m. on 20 January 2014

Dispatch of cheques and crediting of CREST  accounts for cash consideration due under the Scheme

by 31 January 2014

Long-stop date, being the date by which the Scheme must be implemented

30 April 2014

 

 

If any of the expected dates change, Abbey Protection will, unless the Panel otherwise directs, give notice of the change by issuing an announcement through a Regulatory Information Service.

 

Except as otherwise defined herein, capitalised terms used herein have the same meanings as set out in the Scheme Document.

 

 

 

For more information, please contact:

 

Markel International

+44 (0) 20 7953 6000

William Stovin (President & Chief Operating Officer)

Andy Davies (Finance Director)


Michael Henman

 


Peel Hunt  LLP

+44 (0) 20 7418 8900

(Financial adviser to Markel)


Guy Wiehahn

James Britton


Harry Florry

 


Abbey Protection

+44 (0) 845 217 8293

Tony Shearer (Chairman)

Colin Davison (Chief Executive Officer)

Chris Ward (Group Managing Director)

 


FTI Consulting

Ed Berry

Tom Willetts

 

 

+44 (0) 20 7269 7297

+44 (0) 20 7269 7175

PricewaterhouseCoopers LLP

+44 (0) 20 7583 5000

(Financial adviser to Abbey Protection)


Simon Boadle

Steve Cater

Jon Raggett




Shore Capital and Corporate Ltd

+44 (0) 20 7408 4050

(Nominated adviser and broker to Abbey Protection)


Bidhi Bhoma

Toby Gibbs




 

PricewaterhouseCoopers LLP ("PwC"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Abbey Protection and for no-one else in connection with the Acquisition and will not be responsible to any person other than Abbey Protection for providing the protections afforded to clients of PwC, nor for providing advice in relation to the Acquisition or any other matters referred to herein.

 

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited (together "Shore Capital"), which are authorised and regulated in the United Kingdom by the Financial Conduct Authority, are acting exclusively for Abbey Protection and for no-one else in connection with the Acquisition and will not be responsible to any person other than Abbey Protection for providing the protections afforded to clients of Shore Capital, nor for providing advice in relation to the Acquisition or any other matters referred to herein.

 

This announcement is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. Shareholders of Abbey Protection are advised to read carefully the formal documentation in relation to the Markel offer. The proposals of the offer will be made solely through the Scheme Document, which will contain the full terms and conditions of the Scheme, including details of how to vote with respect to the Scheme. Any response to the proposals should be made only on the basis of the information in the Scheme Document.

 

The release, publication or distribution of this announcement in jurisdictions 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. This announcement has been prepared for the purposes of complying with English law and the City Code on Takeovers and Mergers 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 and regulations of any jurisdiction outside of England.

 

 

Disclosure requirements of the City Code on Takeovers and Mergers (the "Code")

 

Under Rule 8.3(a) of the Code, any person who is interested in one 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 offeror 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3:30 p.m. (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 Code, any person who is, or becomes interested in one 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) applies must be made by no later than 3:30 p.m. (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 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 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 consult the Panel's website above and/or contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

 

 

Publication on Website

 

A copy of this announcement will be available, free of charge, on Abbey Protection's website at www.abbeyprotectionplc.com and on Markel International's website at www.markelinternational.com by no later than 12 noon (London time) on the Business Day immediately following the date of this announcement. For the avoidance of doubt, neither the content of the websites referred to above (nor any other website) nor the contents of any website accessible from hyperlinks on any such website is incorporated into, or forms part of, this announcement.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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