Recommended Offer by HH Bidco
Embargo - 7.00 a.m. 2 December 2009
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Accuma Group PLC ("Accuma" or "the Company") |
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Recommended proposal for the acquisition of Accuma by HH Bidco Limited at 15.5 pence per Ordinary Share to be implemented by means of a scheme of arrangement |
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The Independent Directors and the HH Bidco Directors announce that they have agreed the terms of a recommended acquisition by HH Bidco of the whole of the issued and to be issued share capital of Accuma.
Summary
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Recommended Offer by HH Bidco by way of a Scheme of Arrangement.
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HH Bidco is a wholly owned subsidiary of HH Topco. HH Bidco is advised by Zeus Capital.
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Terms of Offer: 15.5 pence per Accuma Share valuing the Company at £5,067,994 representing a premium of:
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87.88 per cent. to the Closing Price of 8.25 pence per Accuma Share on 1 December 2009, the last Business Day prior to this Announcement.
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56.5 per cent. to the average Closing Price of 9.9 pence per Accuma Share over the three-month period ended on and including 1 December 2009.
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The Independent Directors, who have been so advised by FinnCap, consider the terms of the Offer to be fair and reasonable. In providing its advice, FinnCap has taken into account the commercial assessments of the Independent Directors.
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Accordingly, the Independent Directors unanimously recommend that Scheme Shareholders vote in favour of each of the Resolutions (as applicable) to be proposed at the Meetings.
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HH Bidco has received irrevocable undertakings to be bound by the Scheme and to vote in favour of the Special Resolution to be proposed at the General Meeting from all of the Offeror Shareholders and the Charles Howson SIPP in respect of their entire beneficial holdings of Accuma Shares amounting, in aggregate, to 7,986,000 Accuma Shares, representing 100 per cent. of the Accuma Shares held by the Offeror Shareholders and 100 per cent. of the Accuma Shares held by the Charles Howson SIPP.
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HH Bidco has received irrevocable undertakings to vote in favour of the Scheme at the Meetings from Andrew Bland, Charles Taylor, Lesley Gregory and Marlborough Fund Managers (UK Microcap Fund) in respect of their entire beneficial holdings of Accuma Shares amounting, in aggregate, to 1,410,500 Accuma Shares, representing approximately 5.71 per cent. of the Accuma Shares held by the Independent Shareholders and approximately 4.31 per cent. of the existing issued share capital of Accuma.
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In aggregate HH Bidco has received undertakings to vote in favour of the Special Resolution from Accuma Shareholders amounting, in aggregate, to 9,396,500 Accuma Shares, representing approximately 28.74 per cent. of the existing issued share capital of Accuma.
Further details of these irrevocable undertakings are set out in paragraph 6 of this Announcement, including details of the circumstances in which each of the irrevocable undertakings shall lapse.
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The Acquisition will be effected by way of a scheme of arrangement under Part 26 of the 2006 Act, conditional, amongst other things, on the approval of the Scheme at the Court Meeting and the passing of the Resolutions at the General Meeting.
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The implementation of the Scheme will be subject to the conditions and certain further terms referred to in Appendix I to this Announcement and to be set out in the Scheme Document and the accompanying Forms of Proxy.
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The Scheme Document and Forms of Proxy will be posted to Accuma Shareholders today.
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It is expected that the Court Meeting and General Meeting will be held on 30 December 2009 to approve the Scheme, consider the voting by Accuma Shareholders on the Resolutions and deal with related matters.
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The Scheme is expected to become effective on 22 January 2010.
If you have any questions relating to this Announcement, the Scheme Document, or the completion of the Forms of Proxy, please telephone Neville Registrars on +44 (0) 121 585 1131 between 9.00am and 5.30pm Monday to Friday. The helpline cannot provide advice on the merits of the Offer nor give any personal financial or tax advice. Please note calls to this number may be monitored or recorded.
In accordance with Rule 19.11 of the City Code, a copy of this Announcement will be published on the following website: www.accumair.com.
Enquiries:
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Zeus Capital, financial adviser to HH Bidco |
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Alex Clarkson and Bobby Fletcher |
Tel: 0161 831 1512 |
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Independent Directors of Accuma |
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Charles Taylor |
Tel: 01244 571 199 |
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Lesley Gregory |
Tel: 0207 400 3232 |
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FinnCap, financial adviser to Accuma |
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Marc Young |
Tel: 020 7600 1658 |
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This summary should be read in conjunction with and is subject to the full text of the following Announcement including its Appendices.
Appendix I sets out the Conditions to the implementation of the Offer.
Appendix II contains a summary of the bases of calculation and sources of information for certain items contained in this summary and the remainder of this Announcement.
Appendix III contains the definitions of terms used in this Announcement.
This Announcement does not constitute an offer to sell, or an invitation to purchase, any securities or the solicitation of any vote or approval in any jurisdiction. The Offer will be made solely by the Scheme Document and the Forms of Proxy, which will contain the full terms and conditions of the Offer and which will be posted to Accuma Shareholders in due course. Accuma Shareholders are advised to read the formal documentation in relation to the Offer carefully, once it has been issued.
FinnCap, which is authorised and regulated in the United Kingdom by The Financial Services Authority, is acting exclusively for Accuma and no one else in connection with the Offer and will not be responsible to anyone other than Accuma for providing the protections afforded to clients of FinnCap nor for providing advice to any other person in relation to the Offer, nor any other matter referred to in this Announcement.
Zeus Capital, which is regulated in the United Kingdom by The Financial Services Authority in respect of regulated activities, is acting exclusively for HH Bidco and for no one else in connection with the Offer and will not be responsible to anyone other than HH Bidco for providing the protections afforded to clients of Zeus Capital nor for providing advice to any other person in relation to the Offer nor any other matter referred to in this Announcement.
The 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 law of any jurisdiction other than the UK 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 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 of jurisdictions outside of England.
HH Bidco may purchase Accuma Shares otherwise than under the Offer, such as in the open market or privately negotiated purchases. Such purchases may be made either directly or through a broker and such purchases shall comply with the applicable laws of England, as well as the AIM Rules, the London Stock Exchange and the City Code. Information about any such purchases will be available from a Regulatory Information Service.
No statement in this Announcement is intended as a profit forecast or profit estimate and no statement in this Announcement should be interpreted to mean that the future earnings per share of Accuma for current or future financial periods will necessarily match or exceed the historical or published earnings per share of Accuma.
Neither the content of HH Bidco's or Accuma's website (or any other website) nor the content of any website accessible from hyperlinks on any such website is incorporated into, or forms part of, this Announcement.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Accuma, all "dealings" in any "relevant securities" of Accuma (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Offer become effective, lapse or are otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Accuma, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Accuma by HH Bidco or Accuma, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
In accordance with Rule 2.10 of the City Code Accuma confirms that it has in issue 32,696,734 ordinary shares of 0.10 pence each which are admitted to trading on AIM under the UK ISIN code GB00B06C5J30.
Forward-looking statements
Certain statements in this Announcement constitute forward-looking statements. The forward-looking statements contained herein include statements about the expected effects of the Offer, the expected timing and scope of the Offer and other statements other than in relation to historical facts. Forward-looking statements include, without limitation, statements typically containing words such as "intends", "expects", "anticipates", "targets", "estimates", "believes", "should", "plans", "will", "expects" and similar expressions or statements that are not historical facts are intended to identify those expressions or statements as forward-looking statements. These statements are based on the current expectations of HH Bidco and Accuma and are naturally subject to uncertainty and changes in circumstances. By their nature, forward-looking statements involve risk and uncertainty and the factors described in the context of such forward-looking statements in this Announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction or waiver of the conditions to the Offer, local and global political and economic conditions, foreign exchange rate fluctuations and interest rate fluctuations (including those from any potential credit rating decline) and legal or regulatory developments and changes. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements. Neither HH Bidco nor Accuma, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules, the Disclosure and Transparency Rules of the Financial Services Authority and the City Code), neither HH Bidco nor Accuma is under any obligation and each of them expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
RECOMMENDED OFFER FOR ACCUMA GROUP PLC BY HH BIDCO
1. Introduction
The board of HH Bidco (a newly incorporated company set up and jointly controlled by Charles Howson and Zeus Group through HH Bidco's parent company, HH Topco) and the Independent Directors announce that they have reached agreement on the terms of a recommended offer by HH Bidco for the entire issued and to be issued share capital of Accuma to be effected by way of the Scheme.
At the time of the initial approach by HH Bidco, a committee of non-executive directors independent of both HH Bidco and the Company's management was constituted (comprising Charles Taylor and Lesley Gregory) for the purposes of considering the Offer and making recommendations in relation to the Offer to the Accuma Shareholders. The Independent Directors will resign from the Accuma Board on completion of the Offer.
2. Summary of the Offer
Offer
The Offer will be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the 2006 Act involving a reduction of capital under the 2006 Act. The Scheme is subject to the Conditions which are set out in Appendix I of this Announcement.
The Scheme provides that, if it becomes effective, all of the Scheme Shares will be re-classified (so as to distinguish between the shares held by the Independent Shareholders, the Charles Howson SIPP and those held by the Offeror Shareholders) and cancelled under the Reduction of Capital and a like number of new Accuma Shares will be issued, fully paid, to HH Bidco. The reserve arising from the re-classification and cancellation of the Scheme Shares will be used in paying up in full such new Accuma Shares. In exchange, under the Offer all Independent Shareholders and the Charles Howson SIPP will be entitled to receive:
for each Accuma Share 15.5 pence in cash
The Cash Consideration represents a premium of approximately:
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87.88 per cent. to the Closing Price of 8.25 pence per Accuma Share on 1 December 2009, the last Business Day prior to this Announcement.
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56.5 per cent. to the average Closing Price of 9.9 pence per Accuma Share over the three-month period ended on and including 1 December 2009.
The Offer values the existing issued share capital of the Company at £5,067,994.
In accordance with Rule 2.10 of the City Code Accuma confirms that it has in issue 32,696,734 ordinary shares of 0.10 pence each which are admitted to trading on AIM under the UK ISIN code GB00B06C5J30.
Loan Note Consideration
HH Bidco and the Independent Directors have also reached agreement on the terms of a proposal to be made solely to Offeror Shareholders, namely Zeus Group and Charles Howson.
Under these arrangements, HH Bidco will procure that Zeus Group will receive £155,000 Series B Loan Notes issued by HH Topco, as consideration for its entire holding of Accuma Shares. HH Bidco will also procure that Charles Howson will receive £974,330 Series C Loan Notes issued by HH Topco, as consideration for his entire beneficial interest in Accuma Shares not otherwise held by the Charles Howson SIPP.
Under the terms of the Scheme, the Charles Howson SIPP is deemed to be a separate class of Scheme Shareholder and will receive the Cash Consideration for those Accuma Shares in which it is beneficially interested.
The Loan Notes to be issued to Zeus Group and Charles Howson respectively will have the same aggregate value as they would have received had they been offered the Cash Consideration, being 15.5p per Accuma Share.
The Loan Note Consideration allows Offeror Shareholders to have an ongoing interest in the future and prospects of the continuing Accuma business. Without such an ongoing interest, HH Bidco would have not been willing to make an offer for Accuma.
Accuma Option Scheme
The Scheme will extend to any Accuma Shares that are unconditionally allotted or issued prior to the Scheme Record Time pursuant to the exercise of options or vesting of awards under the Accuma Option Schemes, or the exercise of conversion rights in relation to instruments convertible into Accuma Shares.
Options granted under the Accuma Option Schemes which are not already exercisable will only become exercisable upon the Scheme being sanctioned by the Court.
Zeus Capital has agreed with the Panel that, due to the exercise price of all of the Accuma Options being significantly above the value that the Offer places on each Accuma Share, no equivalent offer will be made by HH Bidco to the holders of Accuma Options in respect of those Accuma Options. Any Accuma Shares issued pursuant to the exercise of a Accuma Option prior to the Scheme Record Time will form part of the Scheme. If not exercised prior to the Scheme Record Time, the Accuma Options will continue in accordance with their terms. Any Accuma Shares issued to holders of Accuma Options on the exercise of their Accuma Options after the Scheme Record Time will not be included in the Scheme and therefore such holders of Accuma Options will not be bound by the Scheme. The amendments to the Articles to be proposed at the General Meeting will provide that any person acquiring Accuma Shares after the Scheme Record Time will be required to transfer them to HH Bidco on the basis that they will receive the same Cash Consideration to which they would have been entitled had their Accuma Shares been subject to the Scheme.
3. Background to and reasons for the Offer
HH Bidco intends to continue the debt-management business currently carried out by Accuma. The directors of HH Bidco may also in the future pursue other similar activities within the insolvency and loan broking sectors.
HH Bidco plans to further grow and develop Accuma's current business and provide synergistic services.
Given the current small size of the Accuma Group, by removing from Accuma the extra financial and managerial responsibilities involved with being a publicly quoted company, the directors of HH Bidco believe Accuma will, in future, be well placed to take advantage of the current economic environment and build upon the past successes of Accuma.
4. Background and reasons for recommending the Offer
Accuma's subsidiary Accuma Insolvency Practitioners was incorporated in May 2001, initially as a licensed insolvency practice specialising in individual voluntary arrangements ("IVAs"). The Company was admitted to AIM in March 2005 and carried out a simultaneous placing at a price of 82p per Accuma Share.
Following its admission, Accuma expanded through acquisition to widen its platform of consumer financial solution services. Between August 2005 and August 2006 the Company acquired Wilson Phillips, a small IVA specialist; Loan Line Limited, a secured loan and mortgage broker; Thomas Charles & Co Limited, a financial solutions marketing business and Byrom & Keeley Financial Services Limited ("B&K"), a consumer debt management business. The rationale for building such a group was to maximise the return on marketing expenditure by securing a suitable financial solution for a higher percentage of the enquiries already being generated.
Sales continued to grow until the end of 2006 when Accuma, along with its industry peers, was affected by creditor pressure in its IVA division. This led to a significant reduction in the numbers of IVAs being approved and consequently an increase in the cost of client acquisition. Although a resolution was reached in February 2008, when the industry adopted an IVA Protocol, the reduction in revenue during this period led to profit warnings from Accuma and its publicly traded competitors and a significant fall in the Company's share price. Although Accuma restructured its IVA division during this difficult period, the Accuma Board recommended in April 2009 that Accuma's IVA case book be disposed of and the IVA division be closed, due to the increase in cost of acquisition per customer and a decrease in fees generated per customer. Accuma Shareholders approved the disposal of the IVA case book in May 2009 to Grant Thornton LLP for a consideration of £5.6m. The disposal completed in June 2009.
Following this disposal, Accuma's remaining trading subsidiary is B&K, a consumer debt management specialist. This business now operates from leasehold premises in Old Trafford, Manchester following the disposal and reverse premium paid on its previous City Tower Headquarters in Manchester. The Accuma Group now employs approximately 40 people in management, sales and customer service positions within its debt management business.
Whilst the macro economic climate would appear to favour debt management, there remain a number of challenges for the business. The industry is currently undergoing a consultation process instigated by the Ministry of Justice. It is difficult to predict the likely impact to Accuma of this consultation.
Competition within the debt advisory sector has further increased in the areas of unenforceable credit contracts and bankruptcy advice, further impacting on Accuma's client acquisition costs.
In common with its competitors, Accuma has been trading within a very difficult environment with a large number of negative factors over the past two years which have necessitated withdrawal from much of its market. Following this process substantial liabilities remain with the Company, including exposure to the lease on the Blackburn premises hitherto occupied by Wilson Phillips, a significant corporation tax charge arising from the £5.6m disposal of the IVA case book.
The Independent Directors recognise that with one remaining trading subsidiary, the base of the Accuma business has become too narrow to provide attractive shareholder returns on the capital employed in the business. In addition the impact of overhead and management costs associated with maintaining Accuma's trading facility on AIM is, in the opinion of the Independent Directors, proportionately too high for the remaining business.
Accordingly the Independent Directors consider that the Offer represents an opportunity for Independent Shareholders to realise the value of their investment in Accuma at an attractive premium to its current market value, as set out in paragraph 2 above.
In forming their recommendation in paragraph 17 of this Announcement the Independent Directors have considered a number of strategic options in order to maximise shareholder returns. Having taken into account the execution risk of these options and moreover recognising that a significant number of outstanding liabilities remain within the Accuma Group, the Independent Directors believe that a sale of the Company for a cash sum represents the most attractive option for Independent Shareholders.
5. Accuma Group Trading Update
Following the sale of Accuma's IVA businesses B&K has been the Company's sole remaining trading subsidiary.
As noted in the Company's unaudited interim results for the six months ended 30 June 2009; the strategic changes within the insolvency division had negatively impacted the ability to attract new debt management cases.
In addition the Accuma Board has been prudent in avoiding high marketing expenditure areas such as television, radio and press and has concentrated on internet generated enquiries together with lead referrals while undergoing the wider strategic review of the Accuma Group. As a consequence of these changes and increased competition trading within B&K has been weaker in both revenue and profitability in the second half of the current year than it had been in the six months ended 30 June 2009. Furthermore, all B&K profits are being utilised against part of the administrative expenses of Accuma Group, with the remainder being met by Accuma Group cash reserves.
6. Irrevocable Undertakings
The following Accuma Shareholders have given irrevocable undertakings to HH Bidco to vote in favour of the Scheme and the Resolutions at the Meetings (and, if HH Bidco exercises its right to acquire the Accuma Shares by means of a takeover offer, to accept any such offer):
Independent Shareholders
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Name |
Controlling Party |
Accuma Shares |
Approximate % of issued Accuma Share Capital |
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Andrew Bland |
Andrew Bland |
9,000 |
0.03 |
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Charles Taylor |
Charles Taylor |
135,000 |
0.41 |
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Lesley Gregory |
Lesley Gregory |
16,500 |
0.05 |
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Marlborough Fund Managers (UK Microcap Fund) |
Hargreave Hale Limited |
1,250,000 |
3.82 |
The following Accuma Shareholders have given irrevocable undertakings to HH Bidco to be bound by the Scheme and to vote in favour of the Special Resolution at the General Meeting (and, if HH Bidco exercises its right to acquire the Accuma Shares by means of a takeover offer, to accept any such offer):
Offeror Shareholders and the Charles Howson SIPP
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Name |
Controlling Party |
Accuma Shares |
Approximate % of issued Accuma Share Capital |
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Charles Howson |
Charles Howson |
6,286,000 |
19.23 |
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Zeus Group |
Zeus Group |
1,000,000 |
3.06 |
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Charles Howson SIPP |
Charles Howson SIPP |
700,000 |
2.14 |
HH Bidco has received irrevocable undertakings to be bound by the Scheme and to vote in favour of the Special Resolution to be proposed at the General Meeting from all of the Offeror Shareholders and the Charles Howson SIPP in respect of their entire beneficial holdings of Accuma Shares amounting, in aggregate, to 7,986,000 Accuma Shares, representing, in each case, 100 per cent. of the Accuma Shares held by the Offeror Shareholders and 100 per cent. of the Accuma Shares held by the Charles Howson SIPP.
HH Bidco has also received irrevocable undertakings to vote in favour of the Scheme at the Meetings from certain Independent Shareholders in respect of their entire beneficial holdings of Accuma Shares amounting, in aggregate, to 1,410,500 Accuma Shares, representing approximately 5.71 per cent. of the Accuma Shares held by the Independent Shareholders and approximately 4.31 per cent. of the existing issued share capital of Accuma.
In aggregate HH Bidco has received undertakings to vote in favour of the Special Resolution from Accuma Shareholders amounting, in aggregate, to 9,396,500 Accuma Shares, representing approximately 28.74 per cent. of the existing issued share capital of Accuma.
In addition, each of the above Accuma Shareholders has irrevocably undertaken to vote in favour of the Resolutions (as applicable) in respect of any other securities in Accuma issued or unconditionally allotted to, or otherwise acquired by, it or him before the Meetings.
The irrevocable undertakings have been given on the basis of an offer price of 15.5 pence. The irrevocable undertakings shall lapse in the following circumstances: (i) HH Bidco announcing, with the consent of the Panel, that it does not intend to make or proceed with the Acquisition; (ii) an event occurs which means that HH Bidco is no longer required by the City Code to implement the Scheme; (iii) HH Bidco becomes aware that any Condition has or may become incapable of being fulfilled or satisfied; (iv) the Implementation Agreement is terminated in accordance with its terms; (v) a third party makes an offer which exceeds 15.5 pence per Accuma Share by more than 10 per cent.; or (vi) the Independent Directors withdraw their recommendation of the Offer.
7. Information on the Zeus Group
Zeus Group Limited is the holding company of a number of financial services businesses based in the North West of England; it was established on 21 January 2002. The consolidated turnover of Zeus Group to 31 March 2008 (the date of the last available audited accounts) was £9,821,816. Zeus Group's majority owned subsidiaries and their respective activities are as follows:
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Name |
Principal Activity |
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Zeus Capital Limited |
Corporate finance services |
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Zeus Partners LLP |
Private client investment services |
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Catalyst Securities Limited |
Property bridging loan provider |
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Liberty SIPP Limited |
Self invested pension plan adviser. |
Companies in which Zeus Group has a notable minority interest are as follows:
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Name |
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Zeus Private Equity LLP |
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Frenkel Topping Group PLC |
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Hedley & Company Stockbrokers Limited |
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The major shareholders of Zeus Group Limited are Richard Hughes and Ian Currie:
Richard Hughes
Richard has worked within the corporate finance industry since 1988 for Apax Partners, Peel Hunt & Co. Limited and Altium Capital Limited. During this time, Richard has been involved in the flotation of several companies, capital raisings, and mergers and acquisitions and has founded and grown a number of businesses. Richard is a director of Zeus Group and several other public and private companies.
Ian Currie
Ian qualified as an accountant in 1986 with KPMG. Since that time, Ian has been involved in corporate finance with Peel Hunt & Co. Limited and Altium Capital Limited, giving him a wide experience of corporate activity including flotations, capital raisings, and mergers and acquisitions. Ian is a director of Zeus Group and several other public and private companies.
8. Information on the Wider HH Topco Group
The Wider HH Topco Group comprises two newly incorporated UK companies established for the purposes of making the Offer, HH Topco and HH Bidco.
HH Bidco is a wholly owned subsidiary of HH Topco. HH Bidco was established specifically for the purposes of acquiring Accuma. HH Topco and HH Bidco were incorporated in England and Wales on 5 August 2009 and 24 September 2009 respectively. Since their incorporation, no member of the Wider HH Topco Group has traded or entered into any obligations other than to the extent necessary to make and finance the Offer.
At the date of this Announcement, HH Topco is owned as to 50 per cent. each by Zeus Group and Charles Howson and, upon the Scheme becoming effective, pursuant to the terms of the Shareholders' Agreement, HH Topco will continue to be owned equally by Zeus Group and Charles Howson.
The current directors of both HH Topco and HH Bidco are Richard Hughes and Charles Howson:
Charles Howson
Charles has worked within the debt management industry since 2001 and was formally Chief Executive of Baines and Ernst Limited, one of the UK's largest debt management providers. He has been CEO of Accuma from its admission to AIM and remains a substantial shareholder. He is also a Non-executive Director of Expense Reduction Analysts International Limited.
9. Information on financing the Offer
HH Topco has agreed to create £3,938,664 in nominal value Series A Loan Notes, £155,000 in nominal value Series B Loan Notes and £974,330 in nominal value Series C Loan Notes constituted by the Loan Note Instruments. The Loan Notes are redeemable on maturity on 31 December 2013, or, in certain circumstances (including a sale or listing of HH Topco). The Series A Loan Notes will be subscribed for by Zeus Group prior to the Effective Date.
Within 14 days of the Effective Date, HH Bidco will procure that HH Topco will issue £155,000 in Series B Loan Notes to Zeus Group in consideration for it reclassifying and cancelling the Scheme Shares held by it. HH Bidco will also procure that HH Topco will issue £974,330 in Series C Loan Notes to Charles Howson in consideration for him reclassifying and cancelling the Scheme Shares held by him (excluding those Accuma Shares, the beneficial interest in which, is held by the Charles Howson SIPP which is deemed, under the terms of the Scheme, to form a separate class of Scheme Shareholder to the Independent Shareholders and the Offeror Shareholders.
HH Bidco has created £5,067,994 in nominal value loan notes (the "HH Bidco Loan Notes") which HH Topco has agreed to subscribe for £3,938,664 (representing the aggregate value of the Series A Loan Notes) prior to the Effective Date and £1,129,330 (representing the aggregate value of the Series B and Series C Loan Notes on the Effective Date). The HH Bidco Loan Notes have an aggregate value equal to the aggregate amount of the Series A Loan Notes, the Series B Loan Notes, the Series C Loan Notes. The subscription monies will be used to finance the cost of the acquisition of the Accuma Shares pursuant to the Offer.
Pannone, legal adviser to HH Bidco, has confirmed that it is satisfied that sufficient resources are available to HH Bidco to enable it to satisfy in full the Cash Consideration.
10. Effect of the Offer on Accuma's management, employees and locations
HH Bidco recognises the significant achievements of Accuma's management team and its employees in developing the Accuma business and attaches great importance to their skills and experience. HH Bidco believes that they will continue to play an important role in, and benefit from, greater opportunities within the Wider HH Topco Group. HH Bidco does not therefore currently intend to make any material changes to Accuma's staffing levels, nor to any conditions of employment. HH Bidco has no current plans to change the locations of Accuma's places of business, nor does it have any current plans to redeploy the fixed assets of Accuma.
HH Bidco has given the Independent Directors assurances that the existing employment rights of employees of Accuma will be fully safeguarded following completion of the Offer.
11. The Accuma Directors and the effect of the Offer on their interests
Accuma Shares held by the Accuma Directors will be acquired by HH Bidco subject to the Conditions.
Charles Howson
Accuma Shares held by Charles Howson will be acquired by HH Bidco in consideration for the obligation of HH Bidco to procure the issue by HH Topco of the Series C Loan Notes. The aggregate value of the Series C Loan Notes is equivalent to 15.5 pence per Accuma Share.
The Accuma Shares, the beneficial interest in which is held by the Charles Howson SIPP, are deemed, under the terms of the Scheme, to form a separate class of Scheme Shares to those Scheme Shares held by the Independent Shareholders and the Offeror Shareholders and will receive the Cash Consideration under the terms of the Scheme.
Lesley Gregory, Charles Taylor and Andrew Bland
Other than as referred to above or set out in the Scheme Document, the effect of the Scheme on the interests of Lesley Gregory, Charles Taylor and Andrew Bland does not differ from its effect on the interests of any other person.
12. Meetings
The Scheme is subject to the satisfaction or, where permitted, waiver of the Conditions (see Appendix I of this Announcement). In order to become effective, the Scheme must be approved at the Court Meeting and the General Meeting:
Court Meeting
Independent Shareholders at the Court Meeting (at which voting will be conducted by way of a poll). The approval required at the Court Meeting is a majority in number of those Independent Shareholders present and voting, whether in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares held by such Independent Shareholders; and
The Offeror Shareholders and the Charles Howson SIPP have irrevocably and unanimously consented to be bound by the Scheme in relation to their Scheme Shares and, as such, are not required to further approve the Scheme at a separate Court convened meeting.
General Meeting
Approval of the Special Resolution
The implementation of the Scheme will require the passing of the Special Resolution to be proposed at the General Meeting. The Special Resolution will effect, amongst other things, the reclassification of the Scheme Shares, the Reduction of Capital and the amendment of the Articles. The amendment of the Articles will ensure that any Accuma Shares issued under the Accuma Option Schemes or otherwise after the Voting Record Time but before the Scheme Record Time will be subject to the Scheme. It is also proposed to amend the Articles so that any Accuma Shares issued to any person other than HH Bidco after the Scheme Record Time will be automatically exchanged for the Cash Consideration on the same terms as under the Scheme. These amendments will avoid any person other than HH Bidco being left with Accuma Shares after trading in such shares has ceased on AIM.
The implementation of the Scheme can only take place if all the Conditions have been satisfied or, where relevant, waived. Assuming the satisfaction or, where appropriate, waiver of the Conditions, the Scheme will become effective in accordance with its terms on the delivery to the Registrar of Companies in England and Wales by Accuma of the Scheme Court Order and the Reduction Court Order and the registration of the latter. Once the Scheme becomes effective, it will be binding on all Accuma Shareholders irrespective of whether or not they voted in favour of the Scheme.
13. Disclosure of interests in relevant securities of Accuma
HH Bidco has received the irrevocable undertakings as described in paragraph 6 above.
Zeus Group has made the following purchases of Accuma Shares during the Disclosure Period;
|
Date |
Accuma Shares Purchased |
Price paid per Accuma Share |
|
16 December 2008 |
50,000 |
£0.03 |
|
23 December 2008 |
50,000 |
£0.03 |
|
24 December 2008 |
100,000 |
£0.0375 |
|
05 January 2009 |
350,000 |
£0.0425 |
|
06 January 2009 |
100,000 |
£0.0425 |
|
07 January 2009 |
50,000 |
£0.042 |
|
08 January 2009 |
50,000 |
£0.042 |
|
13 January 2009 |
50,000 |
£0.042 |
|
09 February 2009 |
50,000 |
£0.07 |
|
11 February 2009 |
30,000 |
£0.07 |
|
12 February 2009 |
30,000 |
£0.07 |
|
04 March 2009 |
25,000 |
£0.07 |
|
06 March 2009 |
40,000 |
£0.07 |
|
23 April 2009 |
25,000 |
£0.0675 |
Offeror Shareholders
The following Offeror Shareholders are interested in the following Accuma Shares;
|
Name |
Accuma Shares |
% of issued Accuma Share Capital |
|
Charles Howson |
6,986,000* |
21.37 |
|
Zeus Group |
1,000,000 |
3.06 |
* The Charles Howson SIPP, which is controlled by Charles Howson, is the beneficial owner of 700,000 Accuma Shares.
No person falling within the definition of "associate" or "connected adviser" in subparagraph 5.3 of Part IV of the Scheme Document has dealt in relevant securities during the Disclosure Period.
In view of the requirement for confidentiality, the Offeror has not made any enquiries in this respect of certain parties who may be deemed by the Panel to be acting in concert with it for the purposes of the Offer.
14. Inducement Fee Agreement
Pursuant to the terms of the Inducement Fee Agreement entered into on 1 December 2009, Accuma has agreed to pay an inducement fee equal to 1 per cent. of the equity value of Accuma at the price per Accuma Share of 15.5p inclusive of value added tax, such inducement fee being £50,679, in certain circumstances (the "Inducement Fee"). These circumstances include a competing proposal to acquire Accuma being announced and becoming effective before the Scheme lapses, terminates or otherwise fails; the Independent Directors do not unanimously and without qualification recommend that Independent Shareholders vote in favour of the Scheme or they withdraw or adversely modify such recommendation; if the Independent Directors recommend a competing offer; if there is a material breach of the Implementation Agreement which is reasonably likely to cause the Offer to lapse, fail or terminate and HH Bidco elects to terminate the Implementation Agreement in accordance with its terms; or before the Scheme lapses, terminates or otherwise fails Accuma enters into any inducement fee, break fee or pay to look fee with any other party in respect of a potential acquisition of the Accuma Shares. The Inducement Fee Agreement also contains a standard non-solicitation agreement whereby Accuma undertakes not to solicit a competing proposal for the acquisition of the Accuma Shares.
In the event that Accuma terminates the Implementation Agreement pursuant to the following terms, the Inducement Fee is not payable:-
(a) HH Bidco materially breaches one of its material obligations under the City Code or Accuma breaches or fails to comply with the Implementation Agreement due to HH Bidco's failure to comply with a material obligation under the City Code and such breach would cause the Scheme to terminate, lapse or fail;
(b) Accuma breaches or fails to comply with the Implementation Agreement due to a matter beyond its control;
(c) the Independent Directors do not recommend the Offer for reasons connected with HH Bidco which they reasonably and, in accordance with their fiduciary duties, believe would be detrimental to the success of the Offer and/or interests of Accuma Shareholders.
15. Implementation Agreement
Under the terms of the Implementation Agreement entered into on 1 December 2009, Accuma and HH Bidco have agreed the terms on which they will cooperate with regard to the implementation of the Scheme. Under the terms of this agreement the parties have agreed to consult with each other to ensure that all required announcements are made on time and in agreed form, so far as possible, in line with the timetable set out in the Scheme Document and that no amendment to the Scheme Document or the notices of the meeting set out herein are made save as required by the City Code, any Court Order or regulatory authority without the written consent of HH Bidco. Each party has also undertaken to use all reasonable endeavours to achieve the satisfaction of the Conditions as soon as reasonably practicable following the date hereof. The agreement also contains standard provisions in relation to competing proposals, which permits HH Bidco, within two Business Days of being notified of the details of a competing proposal, to have the opportunity to match any competing proposal or offer for the share capital of the Company received at any time prior to the Effective Date (a "Revised Proposal").
If HH Bidco fails to provide a Revised Proposal or the Independent Directors consider, acting reasonably, in good faith and in accordance with their fiduciary duties and after consultation with their adviser(s) that the Revised Proposal is not superior to the competing proposal or is not capable of implementation the Independent Directors may, at their election, recommend the competing proposal and withdraw their recommendation of the Offer.
The agreement also contains obligations relating to the content of information contained in the Scheme Document and the responsibility of the relevant directors for the content thereof. Finally, the agreement also contains obligations on Accuma to carry on its business in the ordinary course prior to the Effective Date or until the Implementation Agreement is terminated.
The Implementation Agreement terminates in certain circumstances, including:
(a) if the Scheme lapses or terminates or is withdrawn, unless HH Bidco has elected prior to such time, to proceed with an offer made pursuant to the City Code;
(b) if the Scheme has not become effective by 28 February 2010;
(c) if any of the Conditions, capable of being waived, are not waived and are or become incapable of satisfaction and HH Bidco notifies Accuma that they will not waive the Conditions or if any Conditions incapable of being waived are not satisfied or become incapable of satisfaction; or
(d) if the Independent Directors recommend a competing proposal and withdraw their recommendation of the Offer.
16. Cash Confirmation
Pannone, legal advisors to HH Bidco have confirmed that they are satisfied that sufficient resources are available to HH Bidco to satisfy the Cash Consideration payable to Accuma Shareholders under the terms of the Offer.
17. Recommendation
The Independent Directors, who have been so advised by FinnCap, consider the terms of the Offer to be fair and reasonable and in the best interests of Accuma and the Accuma Shareholders. In providing advice to the Independent Directors, FinnCap has taken into account the commercial assessments of the Independent Directors.
Accordingly, the Independent Directors unanimously recommend that the Independent Shareholders vote in favour of the Resolutions to be proposed at the Meetings (as applicable) to approve the Offer as they have irrevocably undertaken to do in relation to their entire beneficial and connected holdings amounting, in aggregate, to 151,500 Accuma Shares, representing approximately 0.46 per cent. of the existing issued ordinary share capital of Accuma.
18. Further Information in relation to the Scheme
The last day of dealings in, and for registration of transfers of, Accuma Shares will be the Scheme Record Time and dealings in Accuma Shares will be suspended with effect from 7.00 a.m. on the day following the Scheme Record Time.
Prior to the Scheme becoming effective, application will be made to the London Stock Exchange for the admission to trading on AIM of the Accuma Shares to be cancelled on the Effective Date.
19. General
The Scheme Document and Forms of Proxy will be posted to Shareholders today.
For further information, please contact:
|
Zeus Capital, financial adviser to HH Bidco |
|
|
Alex Clarkson and Bobby Fletcher |
Tel: 0161 831 1512 |
|
|
|
|
Independent Directors of Accuma |
|
|
Charles Taylor |
Tel: 01244 571 199 |
|
Lesley Gregory |
Tel: 0207 400 3232 |
|
|
|
|
FinnCap, financial adviser to Accuma |
|
|
Marc Young |
Tel: 020 7600 1658 |
|
|
|
The Accuma Directors accept responsibility for the information contained in this Announcement other than the information for which Zeus Group and the HH Bidco Directors accept responsibility and the recommendation of the Offer by the Independent Directors for which the Independent Directors alone accept responsibility. To the best of the knowledge and belief of the Accuma Directors (who have taken all reasonable care to ensure that such is the case) the information for which they take responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
The Independent Directors accept responsibility for the recommendation of the Offer. To the best of the knowledge and belief of the Independent Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Announcement for which they take responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
Zeus Group and the HH Bidco Directors accept responsibility for the information contained in this Announcement in so far as it relates to HH Topco, HH Bidco and the HH Bidco Directors. To the best of the knowledge and belief of the HH Bidco Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Announcement for which they take responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
The definitions of certain expressions used in this Announcement are contained in Appendix III to this Announcement.
This Announcement does not constitute an offer to sell, or an invitation to purchase, any securities or the solicitation of any vote or approval in any jurisdiction. The Offer will be made solely by the Scheme Document and the Forms of Proxy, which will contain the full terms and conditions of the Offer and which will be posted to Accuma Shareholders in due course. Accuma Shareholders are advised to read the formal documentation in relation to the Offer carefully, once it has been issued.
FinnCap, which is authorised and regulated in the United Kingdom by The Financial Services Authority, is acting exclusively for Accuma and no one else in connection with the Offer and will not be responsible to anyone other than Accuma for providing the protections afforded to clients of FinnCap nor for providing advice to any other person in relation to the Offer, nor any other matter referred to in this Announcement.
Zeus Capital, which is regulated in the United Kingdom by The Financial Services Authority in respect of regulated activities, is acting exclusively for HH Bidco and for no one else in connection with the Offer and will not be responsible to anyone other than HH Bidco for providing the protections afforded to clients of Zeus Capital nor for providing advice to any other person in relation to the Offer nor any other matter referred to in this Announcement.
The 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 law of any jurisdiction other than the UK 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 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 of jurisdictions outside of England.
HH Bidco may purchase Accuma Shares otherwise than under the Offer, such as in the open market or privately negotiated purchases. Such purchases may be made either directly or through a broker and such purchases shall comply with the applicable laws of England, as well as the AIM Rules, the London Stock Exchange and the City Code. Information about any such purchases will be available from a Regulatory Information Service.
No statement in this Announcement is intended as a profit forecast or profit estimate and no statement in this Announcement should be interpreted to mean that the future earnings per share of Accuma for current or future financial periods will necessarily match or exceed the historical or published earnings per share of Accuma.
Neither the content of HH Bidco's or Accuma's website (or any other website) nor the content of any website accessible from hyperlinks on any such website is incorporated into, or forms part of, this Announcement.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Accuma, all "dealings" in any "relevant securities" of Accuma (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Offer become effective, lapse or are otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Accuma, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Accuma by HH Bidco or Accuma, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
Forward-looking statements
Certain statements in this Announcement constitute forward-looking statements. The forward-looking statements contained herein include statements about the expected effects of the Offer, the expected timing and scope of the Offer and other statements other than in relation to historical facts. Forward-looking statements include, without limitation, statements typically containing words such as "intends", "expects", "anticipates", "targets", "estimates", "believes", "should", "plans", "will", "expects" and similar expressions or statements that are not historical facts are intended to identify those expressions or statements as forward-looking statements. These statements are based on the current expectations of HH Bidco and Accuma and are naturally subject to uncertainty and changes in circumstances. By their nature, forward-looking statements involve risk and uncertainty and the factors described in the context of such forward-looking statements in this Announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction or waiver of the conditions to the Offer, local and global political and economic conditions, foreign exchange rate fluctuations and interest rate fluctuations (including those from any potential credit rating decline) and legal or regulatory developments and changes. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements. Neither HH Bidco nor Accuma, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules, the Disclosure and Transparency Rules of the Financial Services Authority and the City Code), neither HH Bidco nor Accuma is under any obligation and each of them expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
APPENDIX I
Conditions to the Implementation of the SCheme and Further Terms of the Offer
1. The Offer is conditional upon the Scheme, subject to the City Code, becoming unconditional and becoming effective by no later than 28 February 2010 or such later date (if any) as HH Bidco and Accuma may, with the consent of the Panel, agree and (if required) the Court may approve.
2. The Scheme is subject to the following Conditions:
(a) the approval of the Scheme by a majority in number representing three-fourths or more in value of the holders of the Scheme Shares (or, if applicable, the relevant class or classes thereof) present and voting, either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court (or at any adjournment of any such meeting);
(b) the resolution or resolutions required to approve and implement the Scheme as set out in the notice of the General Meeting in the Scheme Document being duly passed by the requisite majorities at the General Meeting (or at any adjournment thereof); and
(c) the sanction of the Scheme and the confirmation of the Reduction of Capital by the Court (in each case without modification or with modification as agreed by HH Bidco and Accuma) and the delivery for registration of each of the Court Orders to the Registrar of Companies in England and Wales and the registration by the Registrar of Companies in England and Wales, in relation to the Reduction of Capital, of such Court Order.
3. In addition, Accuma and HH Bidco have agreed that, save as stated in paragraph 5 below, the Scheme is conditional on the following matters and, accordingly, the necessary actions to make the Offer effective will not be taken unless the following Conditions (as amended, if appropriate) have been satisfied or waived:
(a) no Third Party (as defined below) having intervened and there not continuing to be outstanding any statute, regulation or order of any Third Party in each case which is or is likely to be material in the context of the Offer which would or might reasonably be expected to:
(i) make the Scheme, its implementation or the acquisition or proposed acquisition by HH Bidco of any shares or other securities in, or control of, Accuma or any member of the Wider Accuma Group void, illegal or unenforceable in any jurisdiction, or otherwise directly or indirectly restrain, prevent, prohibit, restrict or delay the same or impose additional conditions or obligations with respect to the Scheme or such acquisition, or otherwise impede, challenge or interfere with the Scheme or such acquisition, or require amendment to the terms of the Scheme or the acquisition or proposed acquisition of any Accuma Shares or the acquisition of control or management of Accuma or the Wider Accuma Group by HH Bidco or any member of the Wider HH Bidco Group;
(ii) limit or delay, or impose any material limitations on, the ability of any member of the Wider HH Bidco Group to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other securities convertible into Accuma Shares in, or to exercise voting or management control over, any member of the Wider Accuma Group;
(iii) require, prevent or delay the divestiture or alter the terms envisaged for any proposed divestiture by any member of the Wider HH Bidco Group of any shares or other securities in Accuma;
(iv) require, prevent or delay the divestiture or alter the terms envisaged for any proposed divestiture by any member of the Wider Accuma Group or by any member of the Wider HH Bidco Group of all or any portion of their respective businesses, assets or properties or limit the ability of any of them to conduct any of their respective businesses or to own or control any of their respective assets or properties or any part thereof;
(v) except pursuant to sections 974-991 of the 2006 Act require any member of the Wider HH Bidco Group or of the Wider Accuma Group to acquire, or to offer to acquire, any shares or other securities (or the equivalent) in any member of the Wider Accuma Group owned by any third party;
(vi) limit the ability of any member of the Wider HH Bidco Group or of the Wider Accuma Group to conduct or integrate or co-ordinate its business, or any material part of it, with the businesses or any part of the businesses of any other member of the Wider HH Bidco Group or of the Wider Accuma Group;
(vii) result in any member of the Wider Accuma Group or the Wider HH Bidco Group ceasing to be able to carry on business under any name under which it presently does so; or
(viii) otherwise adversely affect any or all of the business, assets, profits, financial or trading position or prospects of any member of the Wider HH Bidco Group or of the Wider Accuma Group in each such case to the extent that it is material in the context of the Wider Accuma Group and/or the Wider HH Bidco Group taken as a whole, and all applicable waiting and other time periods during which any Third Party could intervene under the laws of any relevant jurisdiction having expired, lapsed or been terminated;
(b) all notifications and filings which are necessary or are reasonably considered appropriate by HH Bidco having been made, all appropriate waiting and other time periods (including any extensions of such waiting and other time periods) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory or regulatory obligations in any relevant jurisdiction having been complied with or obtained on terms and in a form reasonably satisfactory to HH Bidco, in each case (and to the extent that it is material) in connection with the Scheme or the Offer or the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Accuma or any other member of the Wider Accuma Group or the carrying on by any member of the Wider Accuma Group of its business, unless otherwise waived by HH Bidco, and no temporary restraining order, preliminary or permanent injunction or other order having been issued and being in effect by a court or other Third Party of competent jurisdiction which has the effect of making the Scheme or the Offer illegal or otherwise prohibiting the consummation of the Scheme or the Offer;
(c) all Authorisations which are necessary or are reasonably considered necessary or appropriate by HH Bidco in any relevant jurisdiction for or in respect of the Scheme or the Offer or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Accuma or any other member of the Wider Accuma Group by any member of the Wider HH Bidco Group or the carrying on by any member of the Wider Accuma Group of its business having been obtained, in terms and in a form reasonably satisfactory to HH Bidco, from all appropriate Third Parties or from any persons or bodies with whom any member of the Wider Accuma Group has entered into contractual arrangements and all such Authorisations remaining in full force and effect and there being no notice or intimation of any intention to revoke, suspend, restrict, modify or not to renew any of the same in connection with the Scheme or the Offer;
(d) since 31 December 2008 and except as disclosed in Accuma's annual report and accounts for the year then ended or as publicly announced by Accuma prior to the date of the Announcement (by the delivery of an announcement to a Regulatory Information Service) or as fairly disclosed prior to the date of the Announcement to HH Bidco by or on behalf of Accuma in the course of negotiations, there being no provision of any arrangement, agreement, licence, permit, franchise or other instrument to which any member of the Wider Accuma Group is a party, or by or to which any such member or any of its assets is or are or may be bound, entitled or subject or any circumstance, which, in each case as a consequence of the Scheme or the Offer or the acquisition or proposed acquisition of any shares or other securities in, or control of, Accuma or any other member of the Wider Accuma Group by any member of the Wider HH Bidco Group or otherwise, could or might reasonably be expected to result in:
(i) any monies borrowed by or any other indebtedness or liabilities (actual or contingent) of, or any grant available to, any member of the Wider Accuma Group being or becoming repayable or capable of being declared repayable immediately or prior to its stated repayment date or the ability of any member of the Wider Accuma Group to borrow monies or incur any indebtedness being withdrawn or inhibited or becoming capable of being withdrawn;
(ii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any member of the Wider Accuma Group or any such mortgage, charge or other security interest (wherever created, arising or having arisen) becoming enforceable;
(iii) any such arrangement, agreement, licence, permit, franchise or other instrument, or the rights, liabilities, obligations or interests of any member of the Wider Accuma Group thereunder, being, or becoming capable of being, terminated or adversely modified or affected or any adverse action being taken or any obligation or liability arising thereunder;
(iv) any material asset or material interest of any member of the Wider Accuma Group being or falling to be disposed of or ceasing to be available to any member of the Wider Accuma Group or any right arising under which any such asset or interest could be required to be disposed of or could cease to be available to any member of the Wider Accuma Group otherwise than in the ordinary course of business;
(v) any member of the Wider Accuma Group ceasing to be able to carry on business under any name under which it presently does so;
(vi) the creation of material liabilities (actual or contingent) by any member of the Wider Accuma Group other than in the ordinary course of business;
(vii) the rights, liabilities, obligations or interests of any member of the Wider Accuma Group under any such arrangement, agreement, licence, permit, franchise or other instrument or the interests or business of any such member in or with any other person, firm, company or body (or any arrangement or arrangements relating to any such interests or business) being terminated or adversely modified or affected; or
(viii) the financial or trading position or the prospects or the value of any member of the Wider Accuma Group being prejudiced or adversely affected; and
(ix) except as aforesaid, no event having occurred which, under any provision of any such arrangement, agreement, licence, permit or other instrument, would be reasonably likely to result in any of the events or circumstances which are referred to in paragraphs (i) to (viii) of this Condition 3(d);
(e) since 31 December 2008 and except as disclosed in Accuma's annual report and accounts for the year then ended or as otherwise publicly announced by Accuma prior to the date of the Announcement (by the delivery of an announcement to a Regulatory Information Service) or as otherwise fairly disclosed prior to the Announcement in writing to HH Bidco by or on behalf of Accuma in the course of negotiations or otherwise as a result of the Offer no member of the Wider Accuma Group having:
(i) issued or agreed to issue, or authorised the issue of, additional shares of any class, or securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or transferred or sold any shares out of treasury other than: (A) as between Accuma and wholly owned subsidiaries of Accuma; or (B) any shares issued upon the exercise of any options granted under the Accuma Option Schemes;
(ii) purchased or redeemed or repaid any of its own shares or other securities or reduced or made any other change to any part of its share capital;
(iii) recommended, declared, paid or made any dividend or other distribution whether payable in cash or otherwise or made any bonus issue (other than to Accuma or a wholly-owned subsidiary of Accuma);
(iv) except as between Accuma and its wholly-owned subsidiaries or between such wholly-owned subsidiaries made or authorised any material change in its loan capital;
(v) (other than any acquisition or disposal in the ordinary course of business or a transaction between Accuma and a wholly-owned subsidiary of Accuma or between such wholly-owned subsidiaries) merged with, demerged or acquired any body corporate, partnership or business or acquired or disposed of or transferred, mortgaged, charged or created any security interest over any assets or any right, title or interest in any assets (including shares in any undertaking and trade investments) or authorised the same (in each case to an extent which is material in the context of the Accuma Group taken as a whole);
(vi) issued, agreed to issue or authorised the issue of, or made any change in or to, any debentures or (except in the ordinary course of business or except as between Accuma and its wholly-owned subsidiaries or between such wholly-owned subsidiaries) incurred or increased any indebtedness or liability (actual or contingent) which in any case is material in the context of the Wider Accuma Group taken as a whole;
(vii) entered into, varied, or authorised any agreement, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which (A) is of a long term, onerous or unusual nature or magnitude or which is reasonably likely to involve an obligation of such nature or magnitude; or (B) is reasonably likely to restrict the business of any member of the Wider Accuma Group, and which in any case is material in the context of the Wider Accuma Group taken as a whole;
(viii) except as between Accuma and its wholly-owned subsidiaries or between such wholly-owned subsidiaries entered into, implemented, effected or authorised any merger, demerger, reconstruction, amalgamation, scheme, commitment or other transaction or arrangement in respect of itself or another member of the Wider Accuma Group, which in any case is material in the context of the Wider Accuma Group taken as a whole;
(ix) entered into or varied the terms of, any contract, agreement or arrangement with any of the directors or senior executives of any member of the Wider Accuma Group;
(x) save in relation to the Scheme, taken any corporate action or had any legal proceedings instituted or threatened against it or petition presented or order made for its winding-up (voluntarily or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any material part of its assets and revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction which in any case is material in the context of the Wider Accuma Group taken as a whole;
(xi) been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;
(xii) waived or compromised any claim, which is material in the context of the Wider Accuma Group taken as a whole;
(xiii) made any alteration to its memorandum or articles of association which is material in the context of the Scheme or the Offer;
(xiv) other than as a result of the Offer, proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit (including in relation to any personal defined contribution pension scheme(s) of any director or any person employed by the Wider Accuma Group) relating to the employment or termination of employment of any person employed by the Wider Accuma Group; or
(xv) other than as a result of the Offer, entered into any agreement, commitment or arrangement or passed any resolution or made any offer (which remains open for acceptance) or proposed or announced any intention with respect to any of the transactions, matters or events referred to in this Condition 3(e);
(f) since 31 December 2008 and except as disclosed in Accuma's annual report and accounts for the year then ended or as otherwise publicly announced by Accuma prior to the Announcement (by the delivery of an announcement to a Regulatory Information Service) or as otherwise fairly disclosed prior to the date of the Announcement in writing to HH Bidco by or on behalf of Accuma in the course of negotiations:
(i) there having been no adverse change or deterioration in the business, assets, financial or trading positions or profit or prospects of any member of the Wider Accuma Group which in any case is material in the context of the Wider Accuma Group taken as a whole;
(ii) no contingent or other liability of any member of the Wider Accuma Group having arisen or become apparent or increased which in any case is material in the context of the Wider Accuma Group taken as a whole;
(iii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Accuma Group is or may become a party (whether as plaintiff, defendant or otherwise) having been threatened, announced, implemented or instituted by or against or remaining outstanding against or in respect of any member of the Wider Accuma Group which in any case is material in the context of the Wider Accuma Group taken as a whole; and
(iv) (other than as a result of the Scheme or the Offer) no enquiry or investigation by, or complaint or reference to, any Third Party having been threatened, announced, implemented, instituted by or against or remaining outstanding against or in respect of any member of the Wider Accuma Group which in any case is material in the context of the Wider Accuma Group taken as a whole; and
(g) HH Bidco not having discovered, other than to the extent otherwise publicly announced by Accuma prior to the Announcement (by the delivery of an announcement to a Regulatory Information Service) or otherwise fairly disclosed prior to the date of the Announcement in writing to HH Bidco by or on behalf of Accuma in the course of negotiations:
(i) that any financial or business or other information concerning the Wider Accuma Group disclosed at any time by or on behalf of any member of the Wider Accuma Group, whether publicly or to any member of the Wider HH Bidco Group, is misleading or contains any misrepresentation of fact or omits to state a fact necessary to make any information contained therein not misleading to an extent which in any case is material in the context of the Wider Accuma Group taken as a whole;
(ii) that any member of the Wider Accuma Group is subject to any liability (actual or contingent) which is not disclosed in Accuma's annual report and accounts for the financial year ended 31 December 2008 or interim accounts for the period ended 30 June 2009 and which in any case is material in the context of the Wider Accuma Group taken as a whole; or
(iii) any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider Accuma Group to an extent which is material in the context of the Wider Accuma Group taken as a whole.
4. If the Panel requires HH Bidco to make an offer for Accuma Shares under the provisions of Rule 9 of the City Code, HH Bidco may make such alterations to the conditions of the Offer, including to the Conditions set out in this Announcement, as are necessary to comply with the provisions of that Rule.
5. Except with the Panel's consent, HH Bidco will not invoke any of the above Conditions (except Condition 2) so as to cause the Offer not to proceed, unless the circumstances that give rise to the right to invoke the relevant Condition are of material significance in the context of the Offer.
6 HH Bidco reserves the absolute right to elect, subject to the prior consent of the Panel, to implement the Offer by way of a takeover offer in accordance with the City Code as it may determine in its absolute discretion. In such event, such offer will be implemented on the same terms (subject to appropriate amendment, including (without limitation) an acceptance condition set at 90 per cent. (or such lesser percentage (being more than 50 per cent.) as HH Bidco may decide or the Panel may require) of the Accuma Shares to which such offer would relate), so far as applicable, as those which would apply to the Scheme.
7. New Accuma Shares will be acquired by HH Bidco fully paid and free from all liens, equitable interests, charges, encumbrances and other third party rights of any nature whatsoever and together with all rights attaching to them, including the right to receive and retain all dividends and distributions (if any) declared, made or payable after the Effective Date.
8. The Offer will be on the terms and will be subject, amongst other things, to the Conditions which are set out in the Scheme Document and accompanying Forms of Proxy and such further terms as may be required to comply with the AIM Rules, the provisions of the City Code and the provisions of the 2006 Act. The Scheme will be governed by the laws of England and Wales.
9. The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.
10. All of the Conditions set out in paragraph 3 must be fulfilled, be determined by HH Bidco to be or remain satisfied or (if capable of waiver) be waived by the Scheme Record Time, failing which the Offer will lapse. Subject to the requirements of the Panel, HH Bidco reserves the right to waive all or any of the Conditions in paragraphs 3(a) to 3(g) (inclusive), in whole or part. HH Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of the Conditions in paragraphs 3(a) to 3(g) (inclusive) by a date earlier than the date specified in paragraph 1 above for the fulfilment thereof, notwithstanding that the other Conditions of the Offer may at such earlier date have been waived or fulfilled and that there are, at such earlier date, no circumstances indicating that any of such Conditions may not be capable of fulfilment.
11. For the purpose of these Conditions:
(a) "Third Party" means any central bank, government, government department or governmental, quasi-governmental, supranational, statutory, regulatory or investigative body, authority (including any national anti-trust or merger control authority), court, trade agency, association, institution or professional or environmental body or any other person or body whatsoever in any relevant jurisdiction;
(b) a Third Party shall be regarded as having "intervened" if it has decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or made, proposed or enacted any statute, regulation, decision or order or taken any measures or other steps or required any action to be taken or information to be provided or otherwise having done anything and "intervene" shall be construed accordingly; and
(c) "Authorisations" means authorisations, orders, grants, recognitions, determinations, certificates, confirmations, consents, licences, clearances, provisions and approvals.
APPENDIX II
Bases of Calculation and Sources of Information In this Announcement:
1. The value placed by the Offer on the existing issued and to be issued share capital of Accuma, and other statements made by reference to the existing issued and to be issued share capital of Accuma, are based on a fully-diluted Accuma share capital of 33,277,029 Accuma Shares, calculated as follows:
a. 32,696,734 Accuma Shares outstanding, being the number of Accuma Shares in issue on 1 December 2009 (the last Business Day prior to this Announcement);
b. 580,295 Accuma Shares to be issued pursuant to options under the Accuma Share Schemes outstanding as at 1 December 2009 (the last Business Day prior to this Announcement).
2. Unless otherwise stated, the financial information and other information on Accuma included in this Announcement has been extracted or derived, without material adjustment, from the audited consolidated financial statements or unaudited interim statements for Accuma for the relevant financial periods.
3. Unless otherwise stated, all historic share prices quoted for Accuma Shares have been sourced from the Daily Official List and represent Closing Prices for Accuma Shares on the relevant dates.
4. Information in relation to the average Closing Price per Accuma Share over the three-month period ended on 1 December 2009 is for the period from and including 1 September 2009 to and including 1 December 2009 (excluding UK public holidays).
APPENDIX III
DEFINITIONS
The following definitions apply throughout this Announcement unless the context requires otherwise.
|
"2006 Act" |
means the Companies Act 2006; |
|
"£" |
means pounds sterling, the lawful currency of the UK; |
|
"Accuma" or the "Company" |
means Accuma Group PLC, a company incorporated in England and Wales with company number 05352830; |
|
"Accuma Board" or "Accuma Directors" |
means each of Charles Howson, Charles Taylor, Lesley Gregory and Andrew Bland; |
|
"Accuma Group" |
means each of Accuma; Accuma Insolvency Practitioners Limited; Debt Solver Limited; Wilson Philips Limited; Thomas Charles and Co Limited; Assist Mortgage and Loans Limited; Byrom & Keeley Financial Services Limited and any companies which are holding companies, subsidiaries or subsidiary undertakings of such companies from time to time; |
|
"Accuma Option Schemes" |
means the Accuma EMI Share Option Scheme and the Accuma Unapproved Share Option Scheme adopted by the board of directors of Accuma on 1 March 2005; |
|
"Accuma Shareholders" |
means the Holders of Accuma Shares; |
|
"Accuma Shares" |
means ordinary shares of £0.10 each in the capital of Accuma; |
|
"AIM" |
means the AIM market operated by the London Stock Exchange; |
|
"AIM Rules" |
means the Rules and Guidance notes for AIM companies and their nominated advisers issued by the London Stock Exchange from time to time relating to AIM traded securities and the operation of AIM; |
|
"Announcement" |
means this announcement regarding the Offer and the Scheme made pursuant to Rule 2.5 of the City Code; |
|
"Articles" |
means the articles of association of Accuma from time to time; |
|
"Business Day" |
means any day, other than a Saturday or Sunday or public holiday in England, on which banks are open for normal business in the City of London; |
|
"Cash Consideration" |
means 15.5 in pence per Accuma Share to be paid by HH Bidco to the Independent Shareholders and the Charles Howson SIPP under the Offer; |
|
"Charles Howson SIPP" |
means the self invested personal pension of Charles Howson which is the Holder of 700,000 Accuma Shares; |
|
"City Code" |
means The City Code on Takeovers and Mergers (as amended from time to time); |
|
"Closing Price" |
means as regards securities quoted on AIM, the closing middle market quotation of a share derived from AIM; |
|
"Conditions" |
means the "Conditions to the Implementation of the Scheme and Further Terms of the Offer" set out in Appendix III and Part III of the Scheme Document and "Condition" means any one of them; |
|
"Consideration" |
means together the Cash Consideration and the Loan Note Consideration; |
|
"Court" |
means the High Court of Justice of England and Wales; |
|
"Court Hearings" |
means the hearings by the Court of the claim form to sanction the Scheme under Section 896 of the 2006 Act and confirm the Reduction of Capital which forms part of it; |
|
"Court Meeting" |
means the meeting (and any adjournment thereof) of Independent Shareholders convened by an order of the Court to be held at 44 Southampton Buildings, London, WC2A 1AP on 30 December 2009 at which the Independent Shareholders will be asked to consider and, if thought fit, approve the Scheme (with or without amendment) and any adjournment thereof, notice of which is set out at the end of the Scheme Document; |
|
"Court Order(s)" |
means the Scheme Court Order and the Reduction Court Order; |
|
"Disclosure Period" |
means the period commencing on 2 December 2008 (being the date 12 months prior to the date of this Announcement and ending on 1 December 2009 (the latest practicable date prior to the publication of this document); |
|
"Effective Date" |
means the date on which the Reduction Court Order is registered by the Registrar of Companies in England and Wales; |
|
"FinnCap" |
a trading name of JMFinn Capital Markets Limited of 4 Coleman Street, London, EC2R 5TA, the Company's financial adviser appointed pursuant to Rule 3 of the City Code; |
|
"Forms of Proxy" |
means the respective forms of proxy for use in connection with the Court Meeting and the General Meeting or any of them as the context requires; |
|
"FSMA" |
means the Financial Services and Markets Act 2000 (as amended); |
|
"General Meeting" |
means the general meeting (and any adjournment thereof) of Accuma Shareholders convened in connection with the Scheme to be held at 44 Southampton Buildings, London, WC2A 1AP on 30 December 2009 to consider and, if thought fit, to approve the Special Resolution in relation to the Scheme (with or without amendment), notice of which is set out in the Scheme Document; |
|
"HH Bidco" |
means HH Bidco Limited, a company incorporated in England and Wales with company number 07029194, a wholly owned subsidiary of HH Topco Limited; |
|
"HH Bidco Directors" |
means the board of directors of HH Bidco as at the date of the Scheme Document whose names are set out in paragraph 2.2 of Part IV of the Scheme Document; |
|
"HH Topco" |
means HH Topco Limited, a company incorporated in England and Wales with company number 06981756 which is, at the date of this Announcement and will be, on the Effective Date, owned as to 50 per cent. each by Charles Howson and Zeus Group; |
|
"Holder" |
means a registered holder of shares and includes any person(s) entitled by transmission; |
|
"Independent Directors" |
means Lesley Gregory and Charles Taylor; |
|
"Independent Shareholders" |
means the Scheme Shareholders other than the Offeror Shareholders and the Charles Howson SIPP; |
|
"Loan Notes" |
means together the Series A Loan Notes, Series B Loan Notes and the Series C Loan Notes; |
|
"Loan Note Consideration" |
means the Series B Loan Notes and the Series C Loan Notes to be offered to the Offeror Shareholders under the terms of the Offer; |
|
"Loan Note Instruments" |
means the instruments constituting the Loan Notes; |
|
"London Stock Exchange" |
means the London Stock Exchange PLC; |
|
"Meetings" |
means the Court Meeting and the General Meeting; |
|
"Offer" |
means the offer by HH Bidco to acquire the entire issued and to be issued share capital of Accuma for the Consideration to be effected by way of the Scheme and subject to the Conditions and on the terms of the Scheme Document; |
|
"Offeror Shareholders" |
means Zeus Group and Charles Howson; |
|
"Panel" or "Takeover Panel" |
means the Panel on Takeovers and Mergers; |
|
"Pannone" |
means Pannone LLP of 123 Deansgate, Manchester M3 2BU; |
|
"Reduction of Capital" |
means the reduction of the share capital of the Company under section 641 of the 2006 Act by the cancellation and extinguishing of the reclassified Scheme Shares, to be effected as part of the Scheme; |
|
"Reduction Court Order" |
means the order of the Court to be granted at the second of the Court Hearings to confirm the Reduction of Capital provided for by the Scheme; |
|
"Resolutions" |
means the resolutions to be proposed at the Court Meeting (or any adjournment thereof) and the General Meeting (or any adjournment thereof); |
|
"Scheme" or "Scheme of Arrangement" |
means the proposed scheme of arrangement under Part 26 of the 2006 Act between Accuma and the Scheme Shareholders, with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by Accuma and HH Bidco, the full terms of which are set out in Part VI of the Scheme Document and (as the case may be) any supplemental circular(s); |
|
"Scheme Court Order" |
means the order of the Court granted at the first of the Court Hearings to sanction the Scheme; |
|
"Scheme Document" |
means the document to be posted to Accuma Shareholders by the Company today which details the terms and conditions of the Scheme; |
|
"Scheme Record Time" |
means 6.00 p.m. on the Business Day immediately preceding the Court Hearing to confirm the Reduction of Capital; |
|
"Scheme Shareholders" |
means the Holders of Scheme Shares; |
|
"Scheme Shares" |
means: • the Accuma Shares in issue as at 6.00 p.m. on the date of the Scheme Document; • (if any) Accuma Shares issued after the date of the Scheme Document and before the Voting Record Time; and • (if any) Accuma Shares issued at or after the Voting Record Time and before the Reclassification Record Time, either on terms that the original or any subsequent holders of such shares shall be bound by the Scheme, or in respect of which the original or any subsequent holders of such shares are, or shall have agreed in writing to be, bound by the Scheme, other than any Accuma Shares held or beneficially owned by HH Bidco or any member of the Wider HH Topco Group; |
|
"Series A Loan Notes" |
means the fixed rate unsecured Series A Loan Notes of HH Topco 2013; |
|
"Series B Loan Notes" |
means the fixed rate unsecured Series B Loan Notes of HH Topco 2013; |
|
"Series C Loan Notes" |
means the fixed rate unsecured Series C Loan Notes of HH Topco 2013; |
|
"Special Resolution" |
means the special resolution to be proposed at the General Meeting to approve the Scheme and amend the Articles; |
|
"subsidiary" |
has the meaning given by section 1159 of the 2006 Act; |
|
"subsidiary undertaking" |
has the meaning given by section 1162 of the 2006 Act; |
|
"substantial interest" |
means in relation to an undertaking, an interest, direct or indirect, in 20 per cent. or more of the voting rights exercisable in relation to the undertaking or in the capital or any class of the capital of such undertaking; |
|
"takeover offer" |
means the acquisition of the entire issued and to be issued ordinary share capital of Accuma by means of a takeover offer made pursuant to the City Code; |
|
"UK" or "United Kingdom" |
means the United Kingdom of Great Britain and Northern Ireland; |
|
"Voting Record Time" |
means 6.00 p.m. on 28 December 2009 or, in the event that the Court Meeting is adjourned by more than 48 hours, 6.00 p.m. on the day which is two days before such adjourned meeting; |
|
Wider Accuma Group |
means Accuma and the subsidiaries and subsidiary undertakings of Accuma and associated undertakings (including any joint venture, partnership, firm or company in which such undertaking is interested or any undertaking in which Accuma and such undertakings (aggregating their interests) have a substantial interest); |
|
Wider HH Topco Group |
means HH Topco and the subsidiaries and subsidiary undertakings of HH Topco (including HH Bidco and associated undertakings (including any joint venture, partnership, firm or company in which such undertaking is interested or any undertaking in which HH Topco and/or HH Bidco and such undertakings (aggregating their interests) have a substantial interest); |
|
"Zeus Capital" |
means Zeus Capital Limited, a company registered in England and Wales under company number 4417845; and |
|
"Zeus Group" |
means Zeus Group Limited, a company registered in England and Wales under company number 4356925. |
Unless otherwise indicated, all references in this Announcement to times are to London times.
This information is provided by RNS
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