Recommended Mandatory Cash Offer with Share Alternative
Ai Claims Solutions Plc ("Ai Claims")
Quindell Portfolio plc ("Quindell")
Right of minority shareholders to be bought out under the Companies Act 2006 ("sell-out")
Quindell announced on 15 May 2012 that Ai Claims had notified the London Stock Exchange of its intention to seek a cancellation of admission to trading on AIM of Ai Claims Shares ("Cancellation"). On 8 June 2012, Ai Claims announced that at its general meeting to approve the Cancellation the resolutions were duly passed and, as a result, Cancellation is expected to become effective at 7:00 am on 22 June 2012.
Quindell announces that on 14 May 2012 Quindell had, by virtue of acceptances of the Offer, acquired or unconditionally acquired Ai Claims Shares which, taken with its existing Ai Claims Shareholding, amounted to not less than 90 per cent. in nominal value of all the Ai Claims Shares and carry not less than 90 per cent. of the voting rights in Ai Claims.
Consequently, in accordance with sections 983 to 985 (inclusive) of the Act, Quindell announces the despatch today of formal notices (the "Notice"), in the prescribed form under section 984(3) of the Companies Act 2006, to all Ai Claims Shareholders who have not accepted the Offer giving notice of their right ("sell-out right") under section 983 of the Act to require Quindell to acquire the Ai Claims Shares which they hold either on the terms of the Offer or on such other terms as may, in the case of each such Ai Claims Shareholder, be agreed between such shareholder and Quindell.
In accordance with the requirements of the Act, the Notice sets out the choice of consideration made available to Ai Claims Shareholders under the Offer and states that:
· an Ai Claim Shareholder may, within 3 months from the date of the Notice, indicate his/her choice by a written communication sent to Quindell at its registered office address; and
· if an Ai Claim Shareholder exercises his sell-out right without indicating his/her choice of consideration, the Lock-In Option will apply.
Quindell fully reserves its rights to give notice and to exercise it statutory rights under sections 974 to 991 (inclusive) of the Act to acquire compulsorily any remaining Ai Claims Offer Shares in respect of which the sell-out right is not exercised.
If you have any queries, please contact Computershare on 0870 889 3183 or, if calling from outside the United Kingdom, on +44(0) 870 889 3183.
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 & Group Chief Executive
Laurence Moorse, Group Finance Director
Tel: 01329 830 501
Tel: 01329 830 543
Cenkos Securities plc
(Nominated adviser and broker)
Stephen Keys /Adrian Hargrave(Corporate Finance)
Alex Aylen / Andy Roberts (Sales)
Tel: 020 7397 8900
Quindell Portfolio Plc
Gillian Baker, Investor Relations
Tracey Terry, Chief Communications Officer
Tel: 020 7566 6720
Tel: 01329 830 501
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.
Notes to Editors:
About Quindell Portfolio Plc
Quindell Portfolio Plc is a provider of sector leading expertise in Software, Consulting and Technology Enabled Outsourcing in its key markets being Insurance, Telecommunications and their Related Sectors.
Quindell joined the market through Mission Capital Plc, now renamed Quindell Portfolio Plc. The Company was readmitted to the market on 17 May 2011 following the acquisition of Quindell Limited prior to the immediate acquisition of Quindell's technology and outsourcing partners. In December 2011, Mobile Doctors Group Plc was acquired increasing 2012 run-rate revenue to over £50 million. On the 1 April 2012, Ai Claims Solutions Plc became a subsidiary of Quindell, increasing run rate revenue to over £150 million.
Our Industry Sectors
In today's digital world the line between traditional industry sectors continues to blur, however the focus on tight service management is common to them all. We believe that excellent customer service, tight cost control and integrated supply chain management is not the prerogative of any single industry sector and with our solutions in multiple industry sectors savings of over 20% against industry norms are being delivered to the bottom line.
The pressures on an organisation can come simultaneously from multiple directions including the need to add customers, increase wallet share, reduce costs and improve customer satisfaction. At Quindell we have the People, the Processes and the Supply Chains, underpinned by our sophisticated Champion and Challenger Business Process Management Technology Platform and Industry Solutions to help our customers tackle these efficiently and effectively.
With a clear understanding that having the best products and services on offer is not always enough and that getting your customers to use or adopt them is key, effective conversion lies at the core of our unique Champion and Challenger tools and techniques. Using these solutions Quindell has helped its customers achieve sales and service conversion rates ranging from 75% to 90%, way above industry norms. But life does not stand still, and complacency can kill any business, so the embedded Champion and Challenger continual improvement focus of our Learning Solutions is at the heart of all we offer. Using our industry insight and expertise, Quindell takes the holistic view of our client's challenges.
For example, when considering the Insurance industry today where 50% of the cost of an auto claim is associated with Personal Injury, including legal services, medical reporting and rehabilitation, it is clear that an organisation will not be able to achieve the levels of savings and customer satisfaction desired without addressing the injury to the driver as well as the repair of the vehicle. This is why at Quindell we have designed our insurance solutions and supply chains to address the full end to end cycle, with the ability and expertise to treat an injured party as well as repairing their vehicle. This makes Quindell a truly unique proposition for the insurance industry today.
Quindell Portfolio's companies have worked with over 2000 brands from Small to Medium Enterprises and Blue-chip organisations around the globe. Today we count a number of the world's top Insurance and Telecommunications blue chip companies within our client base, as well as hundreds of customer centric organisations working in both the distribution and supply of their services.
Our award winning Business Transformational, Software, Consulting and Outsourcing Solutions are recognised as delivering significant savings and additional sales to our customers every year.
For further information, please visit www.quindell.com