Offer Update on Cornwell Management Consultants...
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DO SO
FOR IMMEDIATE RELEASE
18 May 2007
Recommended Cash Offer by
PKF (UK) LLP
on behalf of
Serco Group plc
to acquire the entire issued and to be issued
ordinary share capital of
Cornwell Management Consultants plc
Offer update and intention to apply for cancellation of trading
The Board of Serco Group plc ("Serco") announces that, as at 3.00 p.m. (London
time) on 18 May 2007, Serco had received valid acceptances of the Offer for
Cornwell in respect of a total of 13,511,623 Cornwell Shares (including
acceptances in respect of irrevocable undertakings) representing approximately
76.7 per cent. of the existing issued ordinary share capital of Cornwell.
As announced by Serco on 24 April 2007, Serco received irrevocable undertakings
to accept the Offer from the Directors of Cornwell who hold Cornwell Shares in
respect of their entire beneficial holdings of, in aggregate, 5,348,750
Cornwell Shares representing approximately 30.4 per cent. of the existing
issued ordinary share capital of Cornwell. In addition, irrevocable
undertakings to accept the Offer were received by Serco from certain other
Cornwell Shareholders in respect of their entire beneficial holdings of, in
aggregate, 3,926,308 Cornwell Shares representing approximately 22.3 per cent.
of the existing issued ordinary share capital of Cornwell. In total Serco
received irrevocable undertakings to accept the Offer in respect of, in
aggregate, 9,275,058 Cornwell Shares representing approximately 52.7 per cent.
of the existing issued ordinary share capital of Cornwell. Valid acceptances of
the Offer have been received in respect of all of these undertakings and have
been included in the total above.
Save as disclosed in this announcement or in the Offer Document, neither Serco
nor any persons acting or deemed to be acting in concert with it has any
interest in (or a right to subscribe for any short positions (whether
conditional or absolute and whether in the money or otherwise), including any
short positions under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take delivery in
respect of) or has borrowed or lent (save for any borrowed shares which have
either been on-lent or sold) any Cornwell Shares.
As announced on 17 May 2007, the Offer has been declared unconditional in all
respects and it will remain open for acceptance until further notice, and
Cornwell Shareholders who have not yet accepted the Offer are urged to do so as
soon as possible.
Cornwell Shareholders who hold their Cornwell Shares in certificated form and
have not yet accepted the Offer are encouraged to complete, sign and return the
Form of Acceptance in accordance with the instructions set out in the Offer
Document and on the Form of Acceptance, so as to be received by Computershare
Investor Services plc, PO Box 859, The Pavilions, Bridgwater Road, Bristol,
BS99 1HZ (telephone number +44 (0) 870 889 3288) as soon as possible.
Cornwell Shareholders who hold their Cornwell Shares in uncertificated form
(that is in CREST) and have not yet accepted the Offer are encouraged to take
the action set out in paragraph 17.2 of the letter from PKF (UK) LLP set out in
Part 2 of the Offer Document to transfer or procure the transfer of their
Cornwell Shares to an escrow balance as soon as possible.
Settlement of the consideration due under the Offer in respect of valid
acceptances which have been received and are complete in all respects, will be
despatched on or before 31 May 2007. Settlement of the consideration in respect
of further acceptances which are valid and complete in all respects, will be
despatched within 14 days of receipt.
Cancellation of trading
Since valid acceptances have been received in respect of more than
three-quarters in value of the Cornwell Shares, Serco intends to procure that
Cornwell makes an application to the London Stock Exchange for the cancellation
of the admission to trading of the Cornwell Shares on AIM with effect from 18
June 2007 (being 20 business days following the date of this announcement) or
such later date as Serco may determine. Such cancellation would significantly
reduce the liquidity and marketability of any Cornwell Shares in respect of
which valid acceptances of the Offer have not been received. It is Serco's
intention that, after such cancellation, Cornwell will be re-registered as a
private company under the relevant provisions of the Act.
Terms contained in the Offer Document have the same meaning in this
announcement unless the context otherwise requires.
Enquiries:
Serco 01256 745900
Dominic Cheetham, Director of Corporate
Communications
Richard Hollins, Head of Investor Relations
PKF (UK) LLP (Financial Adviser to Serco) 020 7065 0000
Stephen Bayfield
Araminta Sugden
Brunswick (PR Adviser to Serco) 020 7404 5959
Jonathan Glass
Margaret Dinan
This announcement does not constitute an invitation to purchase any securities
or the solicitation of an offer to purchase any securities, pursuant to the
Offer or otherwise. The Offer will be made solely by the Offer Document and the
Form of Acceptance accompanying it, which will contain the full terms and
conditions of the Offer, including details of how the Offer may be accepted.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore persons in
such jurisdictions into which this announcement is released, published or
distributed should inform themselves about, and observe, such restrictions. Any
failure to comply with the restrictions may constitute a violation of the
securities laws of any such jurisdiction.
The Offer is not being made, directly or indirectly, in or into, or by use of
the mails, or by any means or instrumentality (including, without limitation,
facsimile transmission, internet, email, telex or telephone) of interstate or
foreign commerce, or of any facility of a national securities exchange, of the
United States of America, Canada, Australia or Japan or any other jurisdiction
where it is unlawful to do so ("the Excluded Territories") and cannot be
accepted by any such use, means, instrumentality or facility or from within any
of the Excluded Territories.
PKF (UK) LLP, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Serco and for no-one
else in connection with the Offer and will not be responsible to anyone other
than Serco for providing the protections afforded to customers of PKF (UK) LLP,
nor for giving advice in relation to the Offer or any matter referred to
herein.
The Serco Directors, whose names are set out in the Offer Document, accept
responsibility for the information contained in this announcement. To the best
of the knowledge and belief of the Serco Directors (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 such
information.
This announcement does not constitute an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy any securities.
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