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Quindell Portfolio (QPP)

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Tuesday 15 May, 2012

Quindell Portfolio

Offer Update and Unconditional in all respects

RNS Number : 4148D
Quindell Portfolio PLC
15 May 2012
 



Mandatory Cash Offer with Share Alternative

for

Ai Claims Solutions Plc ("Ai Claims")

by

Quindell Portfolio plc ("Quindell")

 

Offer Update and Unconditional in all respects

 

As at 1.00pm on 15 May 2012, Quindell had received valid acceptances under the Mandatory Cash Offer with Share Alternative in respect of a total of 10,359,922 Ai Claims Shares, representing approximately 16.86 per cent. of the existing issued share capital of Ai Claims and 75.88 per cent. of the Ai Claims Shares to which the Offer relates, of which elections have been made:

 

§   in respect of 8,893,118 Ai Claims Shares, under the Cash Option;

 

§   in respect of 1,460,099 Ai Claims Shares, under the Lock-In Option; and

 

§   in respect of 6,705 Ai Claims Shares, under the Orderly Market Option.

 

Prior to today's announcement, Quindell owned 47,292,558 Ai Claims Shares, representing approximately 77.6 per cent. of the existing issued share capital of Ai Claims. The Offer was unconditional in all respects upon being made on 24 April 2012.

 

Accordingly, Quindell now owns or has received valid acceptances in respect of a total of 57,652,480 Ai Claims Shares, representing, in aggregate, approximately 94.6 per cent. of the issued share capital of Ai Claims. In accordance with Rule 31.4 of the City Code, Quindell announces that the Offer will remain open for acceptance for a further 14 days, until 1:00 pm on 29 May 2012 and will not be extended beyond such time and date.

 

Settlement of consideration

 

Settlement of the consideration to which Ai Claims Shareholders are entitled pursuant to acceptances of the Offer shall be dispatched (or, in the case of Ai Claims Shareholders holding their Ai Claims Shares held in uncertificated form, shall be credited through CREST) in accordance with the Offer Document, as follows:

 

(i)         acceptances under the Cash Option

 

In the case of Ai Claims Shareholders who have validly accepted the Offer under the Cash Option by 1.00 p.m. on 15 May 2012, on or before 29 May 2012; and in the case of Ai Claims Shareholders who validly accept the Offer under the Cash Option after 1.00 p.m. on 15 May 2012 and by 1:00 pm on 29 May 2012, within 14 days of the receipt of such acceptances.

 

(ii)        acceptances under the Lock-In Option and the Orderly Market Option

 

Application has been made for a total of 4,692,426 New Quindell Shares due in respect of acceptances under the Lock-In Option and the Orderly Market Option to be admitted to trading on AIM. Admission of these New Quindell Shares is expected to occur on 17 May 2012.  Following such Admission Quindell will have a total of 2,633,731,351 Quindell Shares in issue.  Application for Admission of New Quindell Shares due in respect of acceptances under the Lock-In Option and the Orderly Market Option after 1.00 p.m. on 15 May 2012 and by 1:00 pm on 29 May 2012 will be made within 14 days of the receipt of such acceptances.

 

Cancellation of trading on AIM

 

At the request of Quindell, Ai Claims has notified the London Stock Exchange of its intention to seek a cancellation of admission to trading on AIM of Ai Claims Shares (the "Cancellation"). As a consequence, Ai Claims will shortly be sending  a circular to Ai Shareholders convening a general meeting (the "General Meeting") where it will seek approval from Ai Shareholders for the Cancellation. Quindell has already indicated that it will vote in favour of the Cancellation and, given its shareholding in Ai Claims, it is expected that the Cancellation will be approved at the General Meeting.  Ai Claims Shareholders who have not yet validly accepted the Offer are, therefore, urged to do so as soon as possible.

 

Following the Cancellation becoming effective, Quindell intends to re-register Ai Claims as a private company under the relevant provisions of the Companies Act 2006. The Cancellation and re-registration of Ai Claims as a private company would significantly reduce the liquidity and marketability of any Ai Claims Shares which have not been acquired by Quindell. Following the Cancellation becoming effective, there will be no future market for Ai Claims Shareholders to realise their investment in Ai Claims. Ai Claims Shareholders will still be able to buy and sell Ai Claims Shares on AIM prior to the Cancellation becoming effective.

 

Terms defined in the Offer Document dated 24 April 2012 have the same meaning in this announcement.

 

 

For further information:

Quindell Portfolio Plc
Rob Terry, Chairman & Chief Executive

 

Laurence Moorse, Group Finance Director


Tel: 01329 830 501

terryr@quindell.com

Tel: 01329 830 543

moorsel@quindell.com

Cenkos Securities plc
(Nominated adviser and broker)
Stephen Keys /Adrian Hargrave(Corporate Finance)

Alex Aylen / Andy Roberts (Sales)

 


Tel: 020 7397 8900

 

Media Enquiries
RedleafPolhill Limited

Rebecca Sanders-Hewett

Jenny Bahr

 

Quindell Portfolio Plc
Gillian Baker, Investor Relations

 

 

Tracey Terry, Chief Communications Officer

 

 


Tel: 020 7566 6720

quindell@redleafpolhill.com

 

 

Tel: 01329836724 

bakerg@quindell.com

 

Tel: 01329 830 501

terrylt@quindell.com

Ai Claims Solutions Plc

David Sandhu, Chief Executive

 

Peter Harrison, Chief Financial Officer

 

 

Tel: 0844 571 3108

 

           Tel: 0844 571 3200

Shore Capital & Corporate Limited

 

Stephane Auton / Patrick Castle

 

 

Tel: 020 7408 4090

 



 



 

Cenkos Securities plc, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Quindell and no one else in connection with the contents of this announcement, and accordingly, Cenkos will not be responsible to anyone other than Quindell for providing the protections offered to clients of Cenkos nor for providing advice in relation to any matter referred to herein.

Shore Capital & Corporate Limited, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Ai Claims and no one else in connection with the contents of this announcement, and accordingly, Shore Capital will not be responsible to anyone other than Ai Claims for providing the protections offered to clients of Shore Capital nor for providing advice in relation to any matter referred to herein.

 


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