Exercise of Options and Rule 2.9 Announce ment

Sureserve Group PLC

21 June 2023

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

For immediate release

21 June 2023

Sureserve Group plc

("Sureserve" or the "Company")

Exercise of Options and Rule 2.9 Announcement

Sureserve (AIM: SUR), the social housing energy services Group, announces that in order to satisfy the exercise of options under the Company's various Share Option Schemes, it has allotted and issued, subject to admission to trading on AIM ("Admission"), 969,396 new ordinary shares of 10 pence each (the "New Ordinary Shares") to option holders and the trustee of the Company's employee benefit trust. The New Ordinary Shares were issued at the following prices:

·    946,896 New Ordinary Shares at 10 pence

·    22,500 New Ordinary Shares at 32 pence

Application for admission of the New Ordinary Shares to trading on AIM has been made and dealings in the New Ordinary Shares are expected to commence at 8.00 a.m. on 26 June 2023 ("Admission"). The New Ordinary Shares will rank pari-passu with the Company's existing issued ordinary shares.

Rule 2.9 disclosure and Total Voting Rights

In accordance with Rule 2.9 of the City Code on Takeovers and Mergers (the "Code"), on Admission, the Company will have in issue 167,652,798 ordinary shares of 10 pence each ("Sureserve Shares") with no ordinary shares held in treasury. The International Securities Identification Number ("ISIN") for the Company's ordinary shares is GB00BSKS1M86.

This figure of 167,652,798 Sureserve Shares may also be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules. 

Unless otherwise defined, capitalised terms in this announcement have the same meanings as in the Rule 2.7 Announcement published on 21 April 2023.

Enquiries      

Sureserve
Nick Winks, Chairman	Tel: [phone]
Peter Smith, Chief Executive Officer Sameet Vohra, Chief Financial Officer
Evercore (Financial Adviser to Sureserve)
Dimitrios Georgiou Wladimir Wallaert Nirav Amlani Alex Bennett	Tel: [phone]
Shore Capital (Nominated Adviser and Broker)
Stephane Auton / Daniel Bush / Tom Knibbs (Corporate Advisory)	Tel: [phone]
Fiona Conroy (Corporate Broking)
Camarco (Financial Public Relations)
Ginny Pulbrook	Tel: [phone]
Rosie Driscoll

Disclaimer

Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to Sureserve and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Sureserve for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by the Financial Services and Markets Act 2000 and successor legislation, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Sureserve or the matters described in this announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained herein.

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited (together or individually, "Shore Capital"), which are authorised and regulated by the Financial Conduct Authority in the United Kingdom, are acting as nominated adviser and corporate broker to Sureserve and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Sureserve for providing the protections afforded to clients of Shore Capital nor for providing advice in connection with the matters referred to in this announcement. Neither Shore Capital nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Shore Capital in connection with the matters referred to in this announcement.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions), free of charge, on the Company's website at https://www.sureservegroup.co.uk/plc/investors/recommended-cash-acquisition-of-sureserve-group-plc/ by no later than 12:00 noon on the business day following the date of this announcement. Neither the content of this website nor the content of any other website accessible from hyperlinks on such website is incorporated into, or forms part of, this announcement.

Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover 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 securities exchange 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 securities exchange 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 securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3:30pm (London time) on the tenth business day following the commencement of the offer period and, if appropriate, by no later than 3:30pm (London time) on the tenth business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover 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 securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange offeror(s), 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 3:30pm (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 securities exchange 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 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).

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. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

 

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