Recommended Acquisition of Accumuli by NCC Group
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART), DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY RESTRICTED JURISDICTION (INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA AND NEW ZEALAND) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Recommended Acquisition of
Accumuli plc
by
NCC Group plc
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
The Boards of Accumuli and NCC Group are pleased to announce that they have reached agreement on the terms of a recommended acquisition pursuant to which NCC Group will acquire the entire issued and to be issued ordinary share capital of Accumuli, to be effected by means of a Court-sanctioned scheme of arrangement of Accumuli under Part 26 of the Companies Act.
Summary
· Under the terms of the Acquisition, Accumuli Shareholders will be entitled to receive 0.1218 New NCC Group Shares and 5.97 pence in cash for each Scheme Share.
· The Acquisition values each Accumuli Share at approximately 32.8 pence, and Accumuli's fully diluted share capital at approximately £55 million, based on the Closing Price per NCC Group Share on 23 March 2015 (being the last Business Day prior to the publication of this Announcement).
· The Acquisition represents a premium of approximately:
o 19.1 per cent. to the Closing Price per Accumuli Share of 27.5 pence on 23 March 2015 (being the last Business Day prior to the publication of this Announcement);
o 22.7 per cent. to the six-month average price per Accumuli Share of 26.7 pence (being the average Closing Price for the six-month period ended on 23 March 2015, the last Business Day prior to the publication of this Announcement); and
o 24.3 per cent. to the twelve-month average price per Accumuli Share of 26.4 pence (being the average Closing Price for the twelve-month period ended on 23 March 2015, the last Business Day prior to the publication of this Announcement).
· It is expected that any final dividend of the Enlarged Group for the year ended 31 May 2015 will be declared at its general meeting in September 2015. Assuming the Acquisition is completed in line with the anticipated timetable, Accumuli Shareholders holding New NCC Group Shares will benefit from any dividend that may be declared.
· The cash consideration payable by NCC Group under the Acquisition will be funded from its revised banking facilities with Royal Bank of Scotland.
· Under the terms of the Acquisition, Accumuli Shareholders (other than those who are Restricted Overseas Persons) may elect to vary the proportions of New NCC Group Shares and cash consideration they receive in respect of their holdings of Scheme Shares, via the Mix and Match Facility, subject to equal and opposite Elections being made by other Accumuli Shareholders.
NCC Group has received irrevocable undertakings from Accumuli Shareholders to vote, or procure the vote, in favour of the Acquisition as follows:
· in favour of the Scheme at the Court Meeting, from those Accumuli Directors who hold Accumuli Shares and are entitled to vote those shares at the Court Meeting, in respect of their own beneficial holdings amounting, in aggregate, to 1,955,546 Accumuli Shares, representing approximately 1.2 per cent. of the Scheme Shares entitled to vote at the Court Meeting;
· in favour of the Special Resolution to be proposed at the General Meeting, from all those Accumuli Directors who hold Accumuli Shares, in respect of their own beneficial holdings amounting, in aggregate, to 3,304,068 Accumuli Shares, representing approximately 2.1 per cent. of the existing issued share capital of Accumuli; and
· in favour of the Scheme at the Court Meeting and in favour of the Special Resolution to be proposed at the General Meeting, from certain other Accumuli Shareholders, in respect of, in aggregate, 88,738,039 Accumuli Shares representing, respectively, approximately 56.1 per cent. of the Scheme Shares entitled to vote at the Court Meeting and 55.6 per cent. of the existing issued share capital of Accumuli.
In aggregate, therefore, NCC Group has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting in respect of a total of 90,693,585 Accumuli Shares, representing approximately 57.3 per cent. of the Scheme Shares entitled to vote at the Court Meeting and irrevocable undertakings to vote in favour of the Special Resolution to be proposed at the General Meeting (or in the event that the Acquisition is implemented by way of an Acquisition Offer, to accept the Acquisition Offer) in respect of a total of 92,042,107 Accumuli Shares, representing approximately 57.7 per cent. of the existing issued share capital of Accumuli.
Further details of the irrevocable undertakings, including the circumstances in which they cease to be binding, are set out in Appendix 3 of this Announcement.
To become Effective, the Scheme requires the approval of a majority in number of those Accumuli Shareholders who are present and vote either in person or by proxy at the Court Meeting and who represent 75 per cent. or more in value of all Accumuli Shares held by such Accumuli Shareholders. The Scheme also requires the passing of the Special Resolution to be proposed at the General Meeting, as well as satisfaction or waiver of the other Conditions as set out in Appendix 1. The Scheme must also be sanctioned by the Court at the Scheme Court Hearing. All Accumuli Shareholders may, if they wish, attend the Scheme Court Hearing. The Scheme will become Effective, following sanction by the Court, upon the delivery of an office copy of the Scheme Court Order to the Registrar of Companies. Upon the Scheme becoming Effective, it will be binding on all Accumuli Shareholders, irrespective of whether or not they attended and/or voted at the Court Meeting or the General Meeting.
The Scheme Document, containing further information about the Acquisition and notices of the Meetings, will, subject to certain restrictions set out below, be posted to Accumuli Shareholders (and, for information only, to Accumuli Share Scheme Participants) as soon as practicable and, in any event, within 28 days of this Announcement. Subject to certain restrictions set out below, it will be also made available at the same time on NCC Group's website at www.nccgroup.trustand on Accumuli's website at www.accumuli.com.
A Prospectus summarising further information on NCC Group will, subject to certain restrictions set out below, also be made available on NCC Group's website at www.nccgroup.trustand on Accumuli's website at www.accumuli.comon the date the Scheme Document is published and will also be posted to Accumuli Shareholders (and, for information only, to Accumuli Share Scheme Participants). Accumuli urges Accumuli Shareholders to read the Prospectus and the Scheme Document, when they become available, in their entirety.
It is currently expected that the Scheme will become Effective in late April or early May 2015, subject to the satisfaction or waiver of the Conditions and certain further terms set out in Appendix 1 to the full Announcement.
The Accumuli Directors, who have been so advised by MXC Capital and Oakley Capital, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the Accumuli Directors, MXC Capital and Oakley Capital have taken into account the commercial assessments of the Accumuli Directors. Oakley Capital is providing independent financial advice to the Accumuli Directors for the purposes of Rule 3 of the Takeover Code.
The Accumuli Directors consider that the Acquisition is in the best interests of Accumuli Shareholders as a whole and, accordingly, intend unanimously to recommend that all Accumuli Shareholders vote in favour of the Scheme at the Court Meeting and the Special Resolution at the General Meeting (as they have irrevocably undertaken to do in respect of their own beneficial shareholdings, to the extent referred to above).
The Accumuli Directors will make no recommendation as to the form of consideration which Accumuli Shareholders should elect to receive as this will be dependent on individual Accumuli Shareholders' personal circumstances. Each Accumuli Shareholder should consider his/her own position carefully and, if in any doubt, should consult his/her own professional adviser(s).
Commenting on the Acquisition, Rob Cotton, Chief Executive Officer of NCC Group said:
"The addition of Accumuli will enable us to provide a wider and more comprehensive range of security solutions and services. In this dynamic and rapidly growing international market, customers are now looking for the type of 24/7 operational security support and incident management offered by Accumuli in addition to our consulting capabilities.
"Accumuli is notably aligned with us in the security space and brings valuable new capabilities and will enable us to expand our development teams.
"We have already been bidding jointly together on a number of projects, and with Accumuli as part of the Group, we will be able to bid for complex projects in a sole capacity. The acquisition provides an opportunity to develop our core consulting business across a wider customer base.
"This earnings enhancing acquisition is another important step in our ambition to provide a comprehensive package of security solutions and services - our customers' need for an organisation with a wider range of cybersecurity capabilities continues to grow."
Commenting on the Acquisition, Nick Kingsbury, Non-Executive Chairman of Accumuli said:
"The Accumuli Board is pleased to recommend this Acquisition, and feels that the structure of the Offer should allow Accumuli Shareholders to benefit from the potential advantages of the two businesses combining. The deal should also be highly beneficial to our existing customer base."
The Acquisition will be subject to the Conditions and certain further terms set out in Appendix 1 to this Announcement and to the full terms and conditions which will be set out in the Scheme Document. The bases of calculations and sources of certain financial information contained in this Announcement, and certain additional financial and operational information, are set out in Appendix 2 to this Announcement. Details of the irrevocable undertakings received by NCC Group in relation to the Acquisition are set out in Appendix 3 to this Announcement. Certain definitions and terms used in this Announcement are set out in Appendix 4 to this Announcement.
This summary should be read in conjunction with the full text of this Announcement and the Appendices.
Enquiries:
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NCC Group |
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Rob Cotton, CEO Atul Patel, Finance Director |
Tel: +44 (0) 161 209 5251 |
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Accumuli |
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Gavin Lyons, CEO Ian Winn, Finance Director |
Tel: +44 (0)1256 303 700 |
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Peel Hunt LLP (financial adviser and broker to NCC Group) |
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Charlie Batten / Richard Brown / Dan Webster |
Tel: +44 (0)20 7418 8900 |
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Rickitt Mitchell & Partners Limited (financial adviser to NCC Group) |
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Stuart Moss / Alex Wilson |
Tel: +44 (0)161 834 0600 |
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Instinctif Partners (PR to NCC Group) |
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Adrian Duffield / Lauren Foster / Chantal Woolcock |
Tel: +44 (0)20 7457 2020 |
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Oakley Capital (financial adviser to Accumuli, for the purposes of Rule 3 of the Takeover Code) |
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Chris Godsmark / Marc Jones |
Tel: +44 (0)20 7766 6900 |
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MXC Capital (financial adviser to Accumuli) |
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Marc Young |
Tel: +44 (0) 20 7801 9596 |
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finnCap (NOMAD and Broker to Accumuli) |
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Charlotte Stranner / Christopher Raggett (Corporate Finance) Victoria Bates (Corporate Broking) |
Tel: +44 (0) 20 7220 0500 |
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Newgate Threadneedle |
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Adam Lloyd |
Tel: +44 (0)20 7653 9850 |
Conference call
NCC Group plc will be hosting a conference call for analysts and institutional investors at 8:30am today.
Please call Hannah Franklin at Instinctif Partners for dial-in details on 020 7457 2040 or email hannah.franklin@instinctif.com.
MXC Capital Advisory LLP, which is authorised and regulated by the FCA, is acting exclusively for Accumuli as its financial adviser and for no one else in connection with the Acquisition and other matters referred to in this Announcement and will not be responsible to anyone other than Accumuli for providing the protections afforded to clients of MXC Capital or for providing advice in relation to the Proposals, the content of this Announcement or any matter or arrangement referred to herein.
Oakley Capital Limited, which is authorised and regulated by the FCA, is acting exclusively for Accumuli as its financial adviser for the purposes of Rule 3 of the Takeover Code and no one else in connection with the Acquisition and other matters referred to in this Announcement and will not be responsible to anyone other than Accumuli for providing the protections afforded to clients of Oakley Capital or for providing advice in relation to the Proposals, the content of this Announcement or any matter or arrangement referred to herein.
finnCap Ltd, which is authorised and regulated by the FCA, is acting as nominated adviser and corporate broker to Accumuli and for no one else in connection with the Acquisition and other matters referred to in this Announcement and will not be responsible to anyone other than Accumuli for providing the protections afforded to clients of finnCap or for providing advice in relation to the Proposals, the content of this Announcement or any matter or arrangement referred to herein.
Peel Hunt LLP, which is authorised and regulated by the FCA, is acting as sponsor, corporate broker and joint financial adviser to NCC Group and no one else in connection with the Acquisition and other matters referred to in this Announcement and will not regard any other person as its client in relation to the matters set out in this Announcement and will not be responsible to anyone other than NCC Group for providing the protections afforded to clients of Peel Hunt, nor for providing advice in relation to any matter referred to herein.
Rickitt Mitchell & Partners Limited, which is authorised and regulated by the FCA, is acting as joint financial adviser to NCC Group and no one else in connection with the Acquisition and other matters referred to in this Announcement and will not regard any other person as its client in relation to the matters set out in this Announcement and will not be responsible to anyone other than NCC Group for providing the protections afforded to clients of Rickitt Mitchell, nor for providing advice in relation to any matter referred to herein.
IMPORTANT NOTES
Publication of certain documents in connection with the Acquisition
This Announcement is for information purposes only. It is not intended to and does not constitute, or form part of, any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. This Announcement does not constitute a prospectus or prospectus equivalent document. The Acquisition will be effected solely by means of the Scheme Document which, together with the Forms of Proxy and Form of Election (in respect of Accumuli Shareholders holding their shares in certificated form), will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition.
It is expected that the formal Scheme Document (including notices of the Meetings), together with (in the case of Accumuli Shareholders who hold their shares in certificated form) the relevant Forms of Proxy and Form of Election, will be posted to Accumuli Shareholders (and, for information only, to Accumuli Share Scheme Participants) as soon as is reasonably practicable and in any event within 28 days of this Announcement, unless otherwise agreed with the Panel. Those documents will be also made available at the same time on NCC Group's website at www.nccgroup.trust and on Accumuli's website at www.accumuli.com. A Prospectus summarising further information on NCC Group will also be made available on NCC Group's website at www.nccgroup.trust and on Accumuli's website at www.accumuli.com on the date the Scheme Document is published and will also be posted to Accumuli Shareholders (and, for information only, to Accumuli Share Scheme Participants). Notwithstanding the above, those documents will not be posted into, or made available within, a Restricted Jurisdiction and may not be capable of being accessed by Restricted Overseas Persons. Accumuli urges Accumuli Shareholders to read the Prospectus and the Scheme Document, when they become available, in their entirety because they will contain important information in relation to the Acquisition, the New NCC Group Shares and the Enlarged Group. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document and the Prospectus.
Publication of this Announcement on websites
A copy of this Announcement will be available free of charge, subject to certain restrictions relating to Restricted Overseas Persons, on Accumuli's website at www.accumuli.com and on NCC Group's website at www.nccgroup.trust by no later than noon (London time) on the day following this Announcement. For the avoidance of doubt, the contents of those websites are not incorporated into and do not form part of this Announcement.
Overseas jurisdictions
The release, publication or 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 laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their Accumuli Shares in respect of the Scheme at the Meetings, to execute and deliver Forms of Proxy appointing another to vote at the Meetings on their behalf or to execute and deliver a Form of Election in respect of a purported election under the Mix and Match Facility, may be affected by the laws of the relevant jurisdictions in which they are located. This Announcement has been prepared for the purpose of complying with English law and the Takeover 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 the United Kingdom.
Copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. If the Acquisition is implemented by way of an Acquisition Offer (unless otherwise permitted by applicable law and regulation), the Acquisition Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Acquisition Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
Please be aware that addresses, electronic addresses and certain other information provided by Accumuli Shareholders, persons with information rights and other relevant persons for the receipt of communications from Accumuli may be provided to NCC Group during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code.
Notice to US investors
The Acquisition relates to the shares of an English company that is not registered under the US Securities Exchange Act of 1934 (the "US Exchange Act") and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements in the United States tender offer and proxy solicitation rules under the Exchange Act. If, in the future, NCC Group exercises the right to implement the Acquisition by way of a takeover offer and decides to extend the offer into the United States, the Acquisition Offer will be made in compliance with applicable US laws and regulations including the applicable provisions of the tender offer rules under the US Exchange Act, to the extent applicable. Financial information included (or incorporated by reference) in this Announcement and the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
Any securities to be issued in connection with the Acquisition have not been and will not be registered under the US Securities Act of 1933 (the "US Securities Act"), or under the securities laws of any state, district or other jurisdiction of the United States. Accordingly, such securities may not be offered, sold or delivered, directly or indirectly, in or into such jurisdictions except pursuant to exemptions from, or transactions not subject to, the registration requirements of the United States. It is expected that the New NCC Group Shares will be issued in reliance upon the exemption from such registration provided by Section 3(a)(10) of the US Securities Act. Under applicable US securities laws, persons (whether or not US persons) who are or will be "affiliates" (within the meaning of the US Securities Act) of NCC Group or Accumuli prior to, or of the Enlarged Group after, the Effective Date will be subject to certain transfer restrictions relating to the NCC Group Shares received in connection with the Acquisition.
It may be difficult for US holders of Accumuli Shares to enforce their rights and any claim arising out of US federal laws, since NCC Group and Accumuli are located in a non-US jurisdiction and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Accumuli Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.
Cautionary note regarding forward-looking statements
This Announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of the Accumuli Group, the Group and/or the Enlarged Group and certain plans and objectives of the Boards of Accumuli and NCC Group. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as 'anticipate', 'target', 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', 'hope', 'aims', 'continue', 'will', 'may', 'should', 'would', 'could' or other words of similar meaning. These statements are based on assumptions and assessments made by the Boards of Accumuli and/or NCC Group in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. 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.
Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this Announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Announcement. Neither Accumuli nor NCC Group assumes any obligation to update or correct the information contained in this Announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per ordinary share for NCC Group or Accumuli, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for NCC Group or Accumuli, as appropriate.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the Announcement in which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the Announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Rule 2.10 disclosures
In accordance with Rule 2.10 of the Takeover Code, NCC Group confirms that as at close of business on 23 March 2015 (being the last Business Day prior to the date of this Announcement), it has in issue 208,897,108 ordinary shares of 1 pence each (excluding treasury shares). The International Securities Identification Number (ISIN) of the ordinary shares is GB00B01QGK86.
In accordance with Rule 2.10 of the Takeover Code, Accumuli confirms that as at close of business on 23 March 2015 (being the last Business Day prior to the date of this Announcement), it has in issue 159,609,527 ordinary shares of 0.25 pence each. The International Securities Identification Number (ISIN) of the ordinary shares is GB00B0YMTT32.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART), DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY RESTRICTED JURISDICTION (INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA AND NEW ZEALAND) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
For Immediate Release
24 March 2015
Recommended Acquisition of
Accumuli plc
by
NCC Group plc
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
1. Introduction
The Boards of Accumuli and NCC Group are pleased to announce that they have reached agreement on the terms of a recommended acquisition pursuant to which NCC Group will acquire the entire issued and to be issued ordinary share capital of Accumuli, to be effected by means of a Court-sanctioned scheme of arrangement of Accumuli under Part 26 of the Companies Act.
The Conditions to and certain further terms of the Acquisition are set out in Appendix 1 of this Announcement.
2. The Acquisition
Under the terms of the Acquisition and pursuant to the Scheme, which is subject to the Conditions and the further terms summarised below and in Appendix 1 of this Announcement, Accumuli Shareholders will receive:
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for each Scheme Share: |
0.1218 New NCC Group Shares; and |
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5.97 pence in cash |
The Acquisition values each Accumuli Share at approximately 32.8 pence, and Accumuli's fully diluted share capital at approximately £55 million, based on the Closing Price per NCC Group Share on 23 March 2015 (being the last Business Day prior to the publication of this Announcement). The consideration payable pursuant to the Acquisition is based upon an enterprise value of Accumuli of approximately £65 million which includes approximately £5 million of debt and approximately £5 million of management and employee incentives and earn out payments relating to acquisitions made by Accumuli.
The Acquisition represents a premium of approximately:
· 19.1 per cent. to the Closing Price per Accumuli Share of 27.5 pence on 23 March 2015 (being the last Business Day prior to the publication of this Announcement);
· 22.7 per cent. to the six-month average price per Accumuli Share of 26.7 pence (being the average Closing Price for the six-month period ended on 23 March 2015, the last Business Day prior to the publication of this Announcement); and
· 24.3 per cent. to the twelve-month average price per Accumuli Share of 26.4 pence (being the average Closing Price for the twelve-month period ended on 23 March 2015, the last Business Day prior to the publication of this Announcement).
If the Scheme becomes Effective:
· it will result in the issue of approximately 20.4 million New NCC Group Shares to Accumuli Shareholders, which, assuming no further NCC Group Shares are issued between the date of this Announcement and the Scheme becoming Effective, would result in former Accumuli Shareholders holding approximately 8.9 per cent. of the Enlarged Company and NCC Group's issued share capital increasing by 9.8 per cent., and in the holdings of existing NCC Group Shareholders being diluted, such that they will hold approximately 91.1 per cent. of the issued share capital of the Enlarged Company;
· the New NCC Group Shares, to be issued to Accumuli Shareholders, will be issued credited as fully paid up and will rank pari passu in all respects with the existing NCC Group Shares in issue. In such circumstances, it is anticipated that, subject to certain restrictions, the New NCC Group Shares will be issued to Scheme Shareholders on the register at the Scheme Record Time. Fractions of New NCC Group Shares will not be allotted or issued pursuant to the Scheme directly to Scheme Shareholders and all fractional entitlements will instead be allotted and issued on behalf of such holders, aggregated and sold in the market as soon as practicable after the Effective Date. The net proceeds of sale shall be paid to such holders in due proportions. However, individual entitlements to amounts of less than £5 will not be paid to Scheme Shareholders but will instead be retained for the benefit of NCC Group; and
· applications will be made to the UK Listing Authority for the New NCC Group Shares to be admitted to the Official List with a premium listing and to the London Stock Exchange for the New NCC Group Shares to be admitted to trading on the Main Market, as further detailed below.
It is expected that any final dividend of the Enlarged Group for the year ended 31 May 2015 will be declared at its general meeting in September 2015. Assuming the Acquisition is completed in line with the anticipated timetable, Accumuli Shareholders holding New NCC Group Shares will benefit from any dividend declared.
Under the terms of the Acquisition, Accumuli Shareholders (other than those who are Restricted Overseas Persons) may elect to vary the proportions of New NCC Group Shares and cash consideration they receive in respect of their holdings of Scheme Shares, via the Mix and Match Facility, subject to equal and opposite Elections being made by other Accumuli Shareholders (as further detailed at paragraph 12 below).
3. Accumuli Board recommendation
The Accumuli Directors, who have been so advised by MXC Capital and Oakley Capital, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the Accumuli Directors, MXC Capital and Oakley Capital have taken into account the commercial assessments of the Accumuli Directors. Oakley Capital is providing independent financial advice to the Accumuli Directors for the purposes of Rule 3 of the Takeover Code.
The Accumuli Directors consider that the Acquisition is in the best interests of Accumuli Shareholders as a whole and, accordingly, intend unanimously to recommend that all Accumuli Shareholders vote in favour of the Scheme at the Court Meeting and the Special Resolution at the General Meeting (as they have irrevocably undertaken to do in respect of their own beneficial shareholdings, to the extent referred to in paragraph 5 below and in Appendix 3).
The Accumuli Directors will make no recommendation as to the form of consideration which Accumuli Shareholders should elect to receive as this will be dependent on individual Accumuli Shareholders' personal circumstances. Each Accumuli Shareholder should consider his/her own position carefully and, if in any doubt, should consult his/her own professional adviser(s).
4. Background to, and reasons for, recommending the Acquisition
Accumuli has become a leading IT Security and Risk Management business in the UK. Since the inception of its buy-and-build strategy in 2010, it has delivered four consecutive financial periods of growth, acquiring 9 companies to broaden and strengthen its suite of solutions and services. During this period Accumuli has delivered solid financial and operational growth metrics:
· Growth in revenues from £2.4 million (seven months ended 31 March 2011) to in the region of £27 million (12 months ended 31 March 2015)
· Accumuli now serves in excess of 1200 customers (31 March 2011: approximately 150 customers)
· Key professional services resources now in excess of 30 (31 March 2011: 6)
· Solutions and services portfolio aligned to key security frameworks such as the US National Institute of Standards and Technology
· Resells over 25 vendor technologies (31 March 2011: less than 10)
· Employs over 160 employees (31 March 2011: 29)
NCC Group is a global information assurance specialist providing organisations worldwide with escrow, verification, security testing, website performance, software testing and domain services. NCC Group is a member of the FTSE smallcap index. NCC Group's business is organised into three divisions: NCC Group Escrow, NCC Group Assurance and NCC Group Domain Services. NCC Group's Assurance division includes a sizeable IT security consulting business that complements Accumuli's activities. NCC Group has already worked with or alongside Accumuli on a number of projects or tenders and thus the relative strengths of each business's offering is appreciated by Accumuli's management team.
Following the approach by NCC Group, the Accumuli Directors have held detailed discussions regarding the strategic rationale and the proposed commercial terms of the potential acquisition by NCC Group, ultimately resulting in the offer at a price of approximately 32.8 pence per Accumuli Share.
The Accumuli Board considers Accumuli's prospects as an independent company to be strong, as it has successfully demonstrated over the past four years. However, as the cybersecurity market continues to grow and develop, the market is becoming increasingly competitive.
In the dynamic and rapidly growing international market, customers are now looking for the type of 24/7 operational security support and incident management offered by Accumuli in addition to NCC Group's consulting capabilities.Consequently, the Accumuli Board believes that there is potential for significant benefits to be realised by combining Accumuli with NCC Group. The Accumuli Board believes that its existing customer base will benefit a great deal from the extra services and broader geographic coverage that it will be able to offer as part of an Enlarged Group, giving it more ability to grow its business than would otherwise be possible if it were to remain an independent company.
The Acquisition will also enable NCC Group to expand its development teams and to bid for those projects where it currently needs to partner with an organisation such as Accumuli in a sole capacity. The Acquisition provides an opportunity to develop NCC Group's core consulting business across a wider customer base, and engage with this enlarged client base on a regular rather than project by project basis.
More generally, the Accumuli and NCC Boards believe that NCC Group and Accumuli share a similar ethos and strategic approach to business development which will aid the integration process and enhance the Enlarged Group's business performance. Accumuli is predominately a people business and the Accumuli Board believes the ability to offer its highly sought after talent wider opportunities across the Enlarged Group will help with staff retention and progression.
The Accumuli Directors believe the Acquisition is in the best interests of both Accumuli and its shareholders and, therefore, intend unanimously to recommend that Accumuli Shareholders vote in favour of the Scheme.
5. Irrevocable undertakings
NCC Group has received irrevocable undertakings from Accumuli Shareholders to vote, or procure the vote, in favour of the Scheme at the Court Meeting and/or, as relevant, in favour of the Special Resolution to be proposed at the General Meeting (or in the event that the Acquisition is implemented by way of an Acquisition Offer, to accept the Acquisition Offer) as follows:
· in favour of the Scheme at the Court Meeting, from those Accumuli Directors who hold Accumuli Shares and are entitled to vote those shares at the Court Meeting, in respect of their own beneficial holdings amounting, in aggregate, to 1,955,546 Accumuli Shares, representing approximately 1.2 per cent. of the Scheme Shares entitled to vote at the Court Meeting;
· in favour of the Special Resolution to be proposed at the General Meeting, from all those Accumuli Directors who hold Accumuli Shares, in respect of their own beneficial holdings amounting, in aggregate, to 3,304,068 Accumuli Shares, representing approximately 2.1 per cent. of the existing issued share capital of Accumuli; and
· in favour of the Scheme at the Court Meeting and in favour of the Special Resolution to be proposed at the General Meeting, from certain other Accumuli Shareholders, in respect of, in aggregate, 88,738,039 Accumuli Shares representing, respectively, approximately 56.1 per cent. of the Scheme Shares entitled to vote at the Court Meeting and 55.6 per cent. of the existing issued share capital of Accumuli.
In aggregate, therefore, NCC Group has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting in respect of a total of 90,693,585 Accumuli Shares, representing approximately 57.3 per cent. of the Scheme Shares entitled to vote at the Court Meeting and irrevocable undertakings to vote in favour of the Special Resolution to be proposed at the General Meeting (or in the event that the Acquisition is implemented by way of an Acquisition Offer, to accept the Acquisition Offer) in respect of a total of 92,042,107 Accumuli Shares, representing approximately 57.7 per cent. of the existing issued share capital of Accumuli.
For the purposes of the Court Meeting, Nick Kingsbury, Gavin Lyons and Ian Winn, being certain of the directors of Accumuli, will (because of the LTIP Awards payable to them, as further detailed in paragraph 15 of this Announcement, on the Scheme becoming Effective) be treated as a separate class of Accumuli Shareholders and will not vote their Accumuli Shares at the Court Meeting but will instead consent to be bound by the Scheme.
Further details of the irrevocable undertakings, including the circumstances in which they cease to be binding, are set out in Appendix 3 of this Announcement.
6. Financing of the Acquisition
It is estimated that the cash consideration payable by NCC Group under the terms of the Scheme will be approximately £10 million, irrespective of any Elections. NCC Group intends to drawdown £10 million under its facilities with Royal Bank of Scotland (which comprise a multicurrency revolving credit facility of up to £68 million, a further revolving credit facility of up to £10 million and a £2 million working capital multicurrency overdraft) in order to pay this cash consideration. The remaining consideration will be satisfied by the issue of New NCC Group Shares to the Scheme Shareholders.
Peel Hunt, acting as financial adviser to NCC Group, is satisfied that sufficient resources are available to satisfy in full the aggregate cash consideration payable to Accumuli Shareholders under the terms of the Scheme.
7. Offer related arrangements - confidentiality agreement
NCC Group and Accumuli entered into a mutual confidentiality agreement dated 2 February 2015 pursuant to which each of NCC Group and Accumuli has undertaken, inter alia, to keep certain information relating (i) to the Acquisition; and (ii) to the other party, confidential and not to disclose such information to third parties, except (a) to certain permitted disclosees for the purposes of evaluating the Acquisition; or (b) if required by applicable laws or regulations. These confidentiality obligations will remain in force until completion of the Acquisition or, if the Acquisition fails to complete, two years from the date of the mutual confidentiality agreement.
8. Information on Accumuli
Accumuli is a leading, rapidly growing, UK based independent specialist in IT security and risk management. It provides industry-leading solutions and services underpinned by rare skills and capabilities. Accumuli's objective is to enable organisations to manage the ever increasing IT risk landscape and leverage their IT assets for business value.
Accumuli is a public company quoted on the AIM market of the London Stock Exchange with its main offices in Basingstoke, Cambridge and Leeds. Accumuli's customer base consists of companies of all sizes across an expanding range of industry sectors including financial services, utilities, telecommunications, manufacturing and government.
9. Information on NCC Group and the Group
The Group, of which NCC Group is the parent company, is a global information assurance specialist providing organisations worldwide with escrow, verification, security testing, website performance, software testing and domain services. NCC Group is a member of the FTSE smallcap index. The Group's business is organised into three divisions: NCC Group Escrow, NCC Group Assurance and NCC Group Domain Services.
A Prospectus summarising further information on NCC Group will be made available in due course on NCC Group's website at www.nccgroup.trust and on Accumuli's website at www.accumuli.com at the same time as it is posted to Accumuli Shareholders (and, for information only, to Accumuli Share Scheme Participants). Accumuli Shareholders are encouraged to read the Prospectus in its entirety.
10. Current trading and prospects1
Accumuli
For the half year ended 30 September 2014, Accumuli reported revenue of £10.3 million (2013: £7.7 million), loss from continuing operations of £(0.5) million (2013: £(0.2) million), and adjusted fully diluted earnings per share from continuing operations before amortisation of intangibles and related deferred tax and separately identifiable costs and income and LTIP costs of 0.67 pence (2013: 0.55 pence).
On 18 December 2014, Accumuli acquired the entire share capital of RandomStorm Limited for £10 million gross cash consideration (£8.9 million net of cash) at completion. This was funded from a combination of Accumuli's own cash resources and through securing a £10 million debt facility with Accumuli's bank, HSBC Bank Plc, 50 per cent. of which was provided through a 5 year term loan and 50 per cent. of which was provided through a revolving credit facility. At completion the amount drawn down by Accumuli from the bank was £8.5 million.
The Accumuli Board continues to be confident in its market, its strategy and growth plans and its ability to execute such plans. Accumuli's solutions and services proposition is helping its customers manage their IT risk and leverage their IT assets for business value.
The following wording is extracted from the pre-close trading update announced by Accumuli today, for Accumuli's financial year ended 31 March 2015, such update being made in advance of the publication of Accumuli's preliminary year end results (which, absent the Acquisition becoming Effective, the Accumuli Board would expect to be published in June 2015):
"
· Revenues expected to be in the region of £27m (FY14: £16.6m) due to strong second half performance in Technology Solutions
· RandomStorm Limited, acquired in December, continuing to trade in line with management expectations; integration progressing well and Accumuli Group benefitting from enhanced solutions and services capabilities
· Accumuli Group EBITDA in line with management expectations
Trading
The Group has continued to trade strongly across its three core pillars of Technology Solutions, Professional Services and Managed Services throughout the second half of its financial year. Technology Solutions has traded ahead of management expectations as the company focuses on seeding existing customers with further solutions to provide opportunities to then cross sell more profitable professional and managed services.
This focus on cross-selling higher margin services has progressed well with Professional Services operating in line with management expectations with an average utilisation rate in excess of 60% across more than 30 consultants. In addition, Managed Services have grown in line with management expectations with several key contracts won throughout the year.
ArmstrongAdams, acquired in June 2014, has traded ahead of management expectations in the second half. By utilising a wider solutions portfolio and the resources available to it as part of a larger group, it has been able to grow its revenues significantly. We now see a significant opportunity to cross sell our professional and managed services on the back of these orders.
Concentrating on penetrating crucial accounts with further technology solutions in order that we can cross-sell higher margin professional and managed services contracts has meant that gross margins on some of the larger technology deals have been lower than we would usually expect.
We are now focussed on closing out the current financial year and ensuring we continue to add to the healthy pipeline of sales opportunities being carried into the next financial year."
1 - the statements in this Announcement should not be construed as a profit forecast or interpreted to mean that the Enlarged Group's earnings in the period following the Acquisition up until its financial year end, or in any subsequent period, would necessarily match or be greater than or be less than those of NCC Group and/or Accumuli for the relevant preceding financial period or any other period.
Save as set out above, there has been no significant change in the financial or trading position of Accumuli since 30 September 2014, being the end of the last half-year financial period for which interim financial information on Accumuli has been published.
NCC Group
For the half year ending 30 November 2014, Group revenue increased 15 per cent. to £62.3 million (£54.0 million in 2013) - 17 per cent. on a constant currency basis. Group adjusted operating profit was up by 6 per cent. to £12.4 million (£11.8 million in 2013).
Group adjusted operating profits (excluding the Domain Services division) grew by 14 per cent. to £14.3 million (£12.6 million in 2013) and Group adjusted pre-tax profit increased 5 per cent. to £12.1 million (£11.4 million in 2013). The Group was highly cash generative with a cash conversion ratio of 105 per cent. of operating profit (104 per cent. in 2013).
On 19 January 2015, NCC Group acquired the Open Registry Group of Companies for a maximum consideration of £14.9 million (€19.5 million) of which £7.9 million (€10.3 million) was paid on completion. In March 2015, the Group increased its banking facilities with the Royal Bank of Scotland to £80 million comprising a multicurrency revolving credit facility of up to £68 million, a further revolving credit facility of up to £10 million and a £2 million working capital multicurrency overdraft on the same terms. Interest on the facility is charged between 1.5 per cent. and 2.25 per cent. over LIBOR based on the Group's net debt/EBITDA ratio.
In the first nine months of the financial year ending 31 May 2015, Group revenues were 14% ahead of the same period last year at £92.3 million (February 2013: £81.0 million). Approximately 47% of the Group's revenues are now outside the UK with the majority in North America. The Group remains on course to meet the Board's expectations for the financial year.
Save as set out above, there has been no significant change in the financial or trading position of NCC Group since 30 November 2014, being the end of the last financial period for which interim financial information on NCC Group has been published.
11. The Structure of the Acquisition
It is intended that the Acquisition will be effected by a means of a scheme of arrangement between Accumuli and the Scheme Shareholders under Part 26 of the Companies Act. The Scheme, if it becomes Effective, will result in NCC Group becoming the owner of the whole of the issued and to be issued ordinary share capital of Accumuli.
Conditions to the Scheme
The implementation of the Scheme will be subject to the Conditions and the further terms referred to in Appendix 1 to this Announcement and to be included in the Scheme Document. The Conditions set out in Appendix 1 to this Announcement include:
· a resolution to approve the Scheme being passed by a majority in number of the Scheme Shareholders who are present and vote at the Court Meeting, either in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares voted by those Scheme Shareholders;
· the Special Resolution, being proposed in connection with the implementation of the Scheme, being passed by the requisite majority of Accumuli Shareholders at the General Meeting;
· the Scheme being sanctioned (with or without modification, on terms agreed by NCC Group and Accumuli), by the Court;
· a copy of the Scheme Court Order being delivered to the Registrar of Companies; and
· (a) the UK Listing Authority having acknowledged to NCC Group or its agent (and such acknowledgement not having been withdrawn) that the application for the admission of the New NCC Group Shares to the Official List with a premium listing has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject ("listing conditions")) will become effective as soon as a dealing notice has been issued by the UK Listing Authority and any listing conditions having been satisfied; and (b) the London Stock Exchange having acknowledged to NCC Group or its agent (and such acknowledgement not having been withdrawn) that the New NCC Group Shares will be admitted to trading on the Main Market.
The Court Meeting and the General Meeting
To become Effective, the Scheme requires (i) the approval at the Court Meeting by a majority in number of the Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders; and (ii) the passing of the Special Resolution at the General Meeting by Accumuli Shareholders representing at least 75 per cent. of the votes cast at the General Meeting (either in person or by proxy). The General Meeting will be held immediately after the Court Meeting.
For the purposes of the Court Meeting, Nick Kingsbury, Gavin Lyons and Ian Winn, being certain of the directors of Accumuli, will (because of the LTIP Awards payable to them on the Scheme becoming Effective as further detailed in paragraph 15 of this Announcement) be treated as a separate class of Accumuli Shareholders and will not vote their Accumuli Shares at the Court Meeting but will instead consent to be bound by the Scheme. All Accumuli Shareholders, appearing on Accumuli's register of members at the Voting Record Time, will be entitled to vote on the Special Resolutionand Accumuli Shareholders will be entitled to cast one vote for each Accumuli Share held.
The Scheme will lapse if, inter alia:
· the Court Meeting and the General Meeting are not held by the 22nd day after the expected date of such Meetings to be set out in the Scheme Document (or such later date as may be agreed between NCC Group and Accumuli); or
· the Scheme does not become Effective by 31 August 2015 (or such later date, if any, as NCC Group and Accumuli may agree and, if required, the Court and the Panel may allow),
provided however, that the deadlines for the timing of the Court Meeting and the General Meeting, for the Scheme to become Effective as set out above may be waived by NCC Group.
Following the Court Meeting and the General Meeting, the Scheme must be sanctioned by the Court at the Scheme Court Hearing. All Accumuli Shareholders may, if they wish, attend the Scheme Court Hearing. The Scheme will only become Effective once an office copy of the Scheme Court Order is delivered to the Registrar of Companies.
If the Scheme becomes Effective
Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting and the General Meeting
In addition, upon the Scheme becoming Effective:
· the CREST accounts of the Accumuli Shareholders who hold Accumuli Shares in uncertificated form will be credited with the New NCC Group Shares and cash in consideration for their Accumuli Shares (dependent upon Elections under the terms of the Mix and Match Facility); and
· Accumuli Shareholders who hold their Accumuli Shares in certificated form will receive share certificates in respect of New NCC Group Shares and cash in consideration for their Accumuli Shares (dependent upon Elections under the terms of the Mix and Match Facility),
in each case no later than 14 days after the Effective Date.
12. Mix and Match Facility
Under the terms of the Acquisition, Accumuli Shareholders (other than those who are Restricted Overseas Persons) may elect to vary the proportions of New NCC Group Shares and cash consideration they receive in respect of their holdings of Scheme Shares, via the Mix and Match Facility, subject to equal and opposite Elections being made by other Accumuli Shareholders. To the extent that Elections cannot be satisfied in full, they will be scaled down on a pro rata basis. As a result, Accumuli Shareholders who make an Election will not know the exact number of New NCC Group Shares or amount of cash they will receive until settlement of the consideration under the Acquisition. Elections under the Mix and Match Facility will not affect the entitlements of those Accumuli Shareholders who do not make any such Elections nor will they result in a variation of the total cash consideration to be paid or the total number of New NCC Group Shares to be issued pursuant to the Acquisition (save where required to accommodate rounding of individual entitlements to the nearest whole Scheme Share).
Further information on the Mix and Match Facility will be included in the Scheme Document.
13. Dividends and dividend policy
It is expected that any final dividend of the Enlarged Group for the year ending 31 May 2015 will be declared at its general meeting in September 2015 and paid in September 2015 and that any interim dividend for the half year ending 30 November 2015 will be declared in January 2016 and paid in February 2016. Assuming that the Acquisition will be completed in line with the anticipated timetable, Accumuli Shareholders holding New NCC Group Shares will benefit from any dividend that may be declared.
The Board of the Enlarged Group will decide the absolute level of any future dividends taking into account the Enlarged Group's underlying earnings, cash flows, capital investment plans and the prevailing market outlook.
14. Management, employees, locations of business and strategic plans
NCC Group attaches great importance to the skills, knowledge and expertise of Accumuli's existing management and employees and believes that they will, on the whole, benefit from enhanced career and business opportunities as part of the Enlarged Group. Whilst cost reduction is not part of NCC Group's rationale for the Acquisition, the NCC Group Directors consider that there are likely to be some limited areas of duplication of resource, especially in relation to corporate and support functions. Where there is overlap of resources, NCC Group's review will consider if there is scope for consolidation for the benefit of the Enlarged Group. This could involve some limited headcount reduction although, where possible, NCC Group will seek to redeploy those affected into suitable alternative roles. At this stage NCC Group has not yet fully developed proposals as to how any such headcount reductions might be implemented and a full review will take place following completion of the Acquisition. NCC Group has given assurances to the Accumuli Directors that, following completion of the Acquisition, the existing employment and pension rights of Accumuli's retained employees will be fully respected.
The Enlarged Group's headquarters and registered office will be located at NCC Group's office at Manchester Technology Centre, Oxford Road, Manchester, M1 7EF. NCC Group intends to implement Accumuli's pre-existing plans to consolidate its existing Leeds, Garforth and Wetherby based teams into a single location, most probably situated at Thorpe Park, Leeds. Fixed assets based at these locations will be redeployed to the new location, or realised. NCC Group has no immediate plans in respect of Accumuli's other business locations but will review the position post Acquisition.
NCC Group intends that Accumuli's businesses will, for a period post Acquisition, be managed on a standalone basis whilst a detailed assessment is undertaken of how those businesses are best integrated within NCC Group's divisions and how NCC Group can maximise the commercial benefits that the Acquisition will bring. The NCC Group Board is confident that the integration of the two businesses can be achieved without undue disruption to the underlying operations of each business. In line with NCC Group's past practice, the Enlarged Group will over time seek to assimilate all of Accumuli's businesses under the Group brand.
Post Acquisition, NCC Group will retain its ambition to provide a comprehensive package of security solutions and services. It believes that with Accumuli as part of the Group, the Group will be in a much better position to meet its customers' growing multidiscipline requirements, including for the type of 24/7 operational security support and incident management offered by Accumuli. The Acquisition will also enable the Group to expand its development teams and to bid for those projects where it currently needs to partner with an organisation such as Accumuli in a sole capacity.
Paul Mitchell will be the Non-Executive Chairman of the Enlarged Group. The Enlarged Group will be led by NCC Group's experienced Chief Executive, Rob Cotton, and Finance Director, Atul Patel. Accumuli's non-executive directors intend to resign from the Accumuli Board on the completion of the Acquisition. It is anticipated that Ian Winn will remain in the business for a period following completion of the Acquisition in order to help ensure successful integration of Accumuli into the Enlarged Group. It is intended that Gavin Lyons remain in the business and it is currently proposed that he will join the Group's Operational Board.
NCC Group is not intending to make any changes in respect of the continued employment of its existing employees, or the management of the Group, save as otherwise set out above.
In considering their intended recommendation, the Accumuli Directors have given due consideration to NCC Group's stated intentions for management, employees and locations of Accumuli and believe that the Acquisition represents an exciting opportunity for Accumuli employees to advance their careers and skills in a business that, the Accumuli Directors believe, would be one of the largest independent IT security businesses in the UK.
15. LTIP Awards
Cash bonus long term incentivisation awards totalling, in aggregate, approximately £3 million (the "LTIP Awards") are, subject to certain conditions, payable to certain Accumuli Directors (being Nick Kingsbury, Gavin Lyons and Ian Winn) in the event of a change of control of Accumuli. Other than the outflow of cash required to pay the relevant amounts (plus employer's national insurance contributions of approximately £0.4 million), the LTIP Awards described above will have no effect on Accumuli.
Since Nick Kingsbury, Gavin Lyons and Ian Winn are Accumuli Directors, the LTIP Awards which would become payable to each of them on the Acquisition becoming Effective, would constitute "related party" transactions pursuant to Rule 13 of the AIM Rules.
The remaining Accumuli Directors (i.e. excluding those directors who would benefit from the LTIP Awards) consider, having consulted with finnCap in its capacity as Accumuli's nominated adviser under the AIM Rules, that the terms of the LTIP Awards are fair and reasonable insofar as Accumuli Shareholders are concerned.
As a result of the payments under the LTIP Awards that would be made to Nick Kingsbury, Gavin Lyons and Ian Winn, on the Scheme becoming Effective, they will, for the purposes of the Court Meeting, be treated as a separate class of Accumuli Shareholders and will not vote their Accumuli Shares at the Court Meeting but will instead consent to be bound by the Scheme.
16. Overseas Shareholders
The availability of New NCC Group Shares issued pursuant to the Acquisition to persons resident in, or citizens of, jurisdictions outside the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons not resident in the United Kingdom should inform themselves about and observe any applicable legal requirements. It is the responsibility of each overseas Accumuli Shareholder to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection with the Acquisition, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction.
17. Admission of New NCC Group Shares
Applications will be made to the UK Listing Authority for the New NCC Group Shares to be admitted to the Official List with a premium listing and to the London Stock Exchange for the New NCC Group Shares to be admitted to trading on the Main Market. It is expected that Admission will become effective and that dealings for normal settlement in the New NCC Group Shares will commence on the London Stock Exchange at or shortly after 8.00 a.m. (London time) on the first Business Day after the Effective Date.
The Existing NCC Group Shares are already admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities and to CREST. It is expected that all of the New NCC Group Shares, when issued and fully paid, will be capable of being held and transferred by means of CREST. The New NCC Group Shares will trade under ISIN GB00B01QGK86.
18. Accumuli Share Schemes
Appropriate proposals will be made to Accumuli Share Scheme Participants and such persons will be sent separate letters in due course explaining the effect of the Acquisition on their options and setting out the specific proposals being made in respect of their outstanding options in connection with the Scheme.
Any Scheme Shares issued or to be transferred under the Accumuli Share Schemes at or prior to the Scheme Record Time will be subject to the Scheme. If Accumuli Shareholders approve the Special Resolution to be proposed at the General Meeting, then any Accumuli Shares issued under the Accumuli Share Schemes or transferred by the Trustee after the Scheme Record Time will be transferred to NCC Group in consideration for an amount in cash and the issue or transfer of such number of New NCC Group Shares as that Accumuli Share Schemes Participant would have been entitled to under the Scheme had the Accumuli Shares been Scheme Shares in respect of which no valid Election had been made.
19. Cancellation of admission to trading on AIM of Accumuli Shares and re-registration as a private limited company
Prior to the Scheme becoming Effective, an application will be made to the London Stock Exchange for admission of the Accumuli Shares to trading on AIM to be cancelled on the first Business Day following the Effective Date. The last day of dealings in, and for registration of transfers of, Accumuli Shares is expected to be at the close of business on the Business Day before the Effective Date. No transfers of Accumuli Shares will be registered after this date, other than the registration of Accumuli Shares released, transferred or issued under the Accumuli Share Schemes.
It is intended that the cancellation of admission of the Accumuli Shares to trading on AIM will take effect on the first Business Day following the Effective Date. In addition, entitlements to Accumuli Shares held within the CREST system will be cancelled and share certificates in respect of Scheme Shares will cease to be valid and should, if so requested by Accumuli, be sent to Accumuli for cancellation. It is also intended that shortly after the Effective Date, Accumuli will be re-registered as a private limited company under the relevant provisions of the Companies Act.
Upon the Scheme becoming Effective, NCC Group (and/or its nominee(s)) will acquire the Scheme Shares fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of the Scheme Document.
20. Reserving the right to implement the Acquisition by means of an Acquisition Offer
NCC Group has reserved the right to elect for the Acquisition to be implemented by way of an Acquisition Offer with (where necessary) the consent of the Panel. In this event, the Acquisition will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme subject to appropriate amendments, including (without limitation and subject to the consent of the Panel), an acceptance condition set at 90 per cent. (or such lesser percentage, being more than 50 per cent., as NCC Group may decide and/or the Panel may require). If NCC Group does elect to implement the Acquisition by way of an Acquisition Offer, and if sufficient acceptances of such Acquisition Offer are received and/or sufficient Accumuli Shares are otherwise acquired, it is the intention of NCC Group to apply the provisions of sections 979 to 982 (inclusive) of the Companies Act to acquire compulsorily any outstanding Accumuli Shares to which such offer relates.
21. General
The bases of calculations and sources of certain financial information contained in this Announcement are set out in Appendix 2. Certain terms used in this Announcement are defined in Appendix 4.
The Acquisition will be on the terms and subject to the Conditions set out in Appendix 1 of this Announcement, and to be set out in the Scheme Document. The Scheme Document will include full details of the Scheme, together with notices of the Meetings and the expected timetable, and will specify the actions to be taken by Scheme Shareholders. The Scheme Document will be sent to Accumuli Shareholders (other than Restricted Overseas Persons) as soon as reasonably practicable and in any event within 28 days of this Announcement, unless otherwise agreed with the Panel.
This Scheme will be governed by English law and be subject to the jurisdiction of the English courts and to the applicable rules and regulations of the FCA, the London Stock Exchange, the AIM Rules and the Takeover Code.
22. Interests in Accumuli Shares
Save for the irrevocable undertakings referred to in paragraph 5 above and in Appendix 3, as at the close of business on 23 March 2015, being the latest practicable date prior to the date of this Announcement, neither NCC Group nor any of the NCC Group Directors nor, so far as NCC Group or the NCC Group Directors are aware, any person acting in concert with NCC Group for the purposes of the Scheme, has an interest in or right to subscribe for, or has an arrangement in relation to, Accumuli Shares or securities convertible or exchangeable into Accumuli Shares, or has borrowed or lent or has any short position in relation to relevant securities of Accumuli, whether such short position is conditional or absolute and whether in the money or otherwise (including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of the relevant securities). For these purposes, "arrangement" includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to Accumuli Shares which may be an inducement to deal or refrain from dealing in such shares.
23. Publication of associated documents on websites
In accordance with Rule 26.2 of the Takeover Code, copies of the following documents will by no later than 12 noon (London time) on 25 March 2015 be published on www.accumuli.com and www.nccgroup.trust until the end of the Offer Period:
· a copy of this Announcement;
· the irrevocable undertakings referred to above at paragraph 5 and in Appendix 3;
· the confidentiality agreement referred to above at paragraph 7; and
· NCC Group's Royal Bank of Scotland debt facility, which will be utilised to finance the cash consideration payable under the Acquisition, referred to above at paragraph 6.
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NCC Group |
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Rob Cotton, CEO Atul Patel, Finance Director |
Tel: +44 (0) 161 209 5251 |
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Accumuli |
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Gavin Lyons, CEO Ian Winn, Finance Director |
Tel: +44 (0)1256 303 700 |
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Peel Hunt LLP (financial adviser and broker to NCC Group) |
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Charlie Batten / Richard Brown / Dan Webster |
Tel: +44 (0)20 7418 8900 |
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Rickitt Mitchell & Partners Limited (financial adviser to NCC Group) |
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Stuart Moss / Alex Wilson |
Tel: +44 (0)161 834 0600 |
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Instinctif Partners (PR to NCC Group) |
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Adrian Duffield / Chantal Woolcock |
Tel: +44 (0)20 7457 2020 |
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Oakley Capital (financial adviser to Accumuli, for the purposes of Rule 3 of the Takeover Code) |
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Chris Godsmark / Marc Jones |
Tel: +44 (0)20 7766 6900 |
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MXC Capital (financial adviser to Accumuli) |
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Marc Young |
Tel: +44 (0) 20 7801 9596 |
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finnCap (NOMAD and Broker to Accumuli) |
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Charlotte Stranner / Christopher Raggett (Corporate Finance) Victoria Bates (Corporate Broking) |
Tel: +44 (0) 20 7220 0500 |
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Newgate Threadneedle |
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Adam Lloyd |
Tel: +44 (0)20 7653 9850 |
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Conference call
NCC Group plc will be hosting a conference call for analysts and institutional investors at 8:30am today.
Please call Hannah Franklin at Instinctif Partners for dial-in details on 020 7457 2040 or email hannah.franklin@instinctif.com.
MXC Capital Advisory LLP, which is authorised and regulated by the FCA, is acting exclusively for Accumuli as its financial adviser and for no one else in connection with the Acquisition and other matters referred to in this Announcement and will not be responsible to anyone other than Accumuli for providing the protections afforded to clients of MXC Capital or for providing advice in relation to the Proposals, the content of this Announcement or any matter or arrangement referred to herein.
Oakley Capital Limited, which is authorised and regulated by the FCA, is acting exclusively for Accumuli as its financial adviser for the purposes of Rule 3 of the Takeover Code and no one else in connection with the Acquisition and other matters referred to in this Announcement and will not be responsible to anyone other than Accumuli for providing the protections afforded to clients of Oakley Capital or for providing advice in relation to the Proposals, the content of this Announcement or any matter or arrangement referred to herein.
finnCap Ltd, which is authorised and regulated by the FCA, is acting as nominated adviser and corporate broker to Accumuli and for no one else in connection with the Acquisition and other matters referred to in this Announcement and will not be responsible to anyone other than Accumuli for providing the protections afforded to clients of finnCap or for providing advice in relation to the Proposals, the content of this Announcement or any matter or arrangement referred to herein.
Peel Hunt LLP, which is authorised and regulated by the FCA, is acting as sponsor, corporate broker and joint financial adviser to NCC Group and no one else in connection with the Acquisition and other matters referred to in this Announcement and will not regard any other person as its client in relation to the matters set out in this Announcement and will not be responsible to anyone other than NCC Group for providing the protections afforded to clients of Peel Hunt, nor for providing advice in relation to any matter referred to herein.
Rickitt Mitchell & Partners Limited, which is authorised and regulated by the FCA, is acting as joint financial adviser to NCC Group and no one else in connection with the Acquisition and other matters referred to in this Announcement and will not regard any other person as its client in relation to the matters set out in this Announcement and will not be responsible to anyone other than NCC Group for providing the protections afforded to clients of Rickitt Mitchell, nor for providing advice in relation to any matter referred to herein.
IMPORTANT NOTES
Publication of certain documents in connection with the Acquisition
This Announcement is for information purposes only. It is not intended to and does not constitute, or form part of, any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. This Announcement does not constitute a prospectus or prospectus equivalent document. The Acquisition will be effected solely by means of the Scheme Document which, together with the Forms of Proxy and Form of Election (in respect of Accumuli Shareholders holding their shares in certificated form), will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition.
It is expected that the formal Scheme Document (including notices of the Meetings), together with (in the case of Accumuli Shareholders who hold their shares in certificated form) the relevant Forms of Proxy and Form of Election, will be posted to Accumuli Shareholders (and, for information only, to Accumuli Share Scheme Participants) as soon as is reasonably practicable and in any event within 28 days of this Announcement, unless otherwise agreed with the Panel. Those documents will be also made available at the same time on NCC Group's website at www.nccgroup.trust and on Accumuli's website at www.accumuli.com. A Prospectus summarising further information on NCC Group will also be made available on NCC Group's website at www.nccgroup.trust and on Accumuli's website at www.accumuli.com on the date the Scheme Document is published and will also be posted to Accumuli Shareholders (and, for information only, to Accumuli Share Scheme Participants). Notwithstanding the above, those documents will not be posted into, or made available within, a Restricted Jurisdiction and may not be capable of being accessed by Restricted Overseas Persons. Accumuli urges Accumuli Shareholders to read the Prospectus and the Scheme Document, when they become available, in their entirety because they will contain important information in relation to the Acquisition, the New NCC Group Shares and the Enlarged Group. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document and the Prospectus.
Publication of this Announcement on websites
A copy of this Announcement will be available free of charge, subject to certain restrictions relating to Restricted Overseas Persons, on Accumuli's website at www.accumuli.com and on NCC Group's website at www.nccgroup.trust by no later than noon (London time) on the day following this Announcement. For the avoidance of doubt, the contents of those websites are not incorporated into and do not form part of this Announcement.
Overseas jurisdictions
The release, publication or 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 laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their Accumuli Shares in respect of the Scheme at the Meetings, to execute and deliver Forms of Proxy appointing another to vote at the Meetings on their behalf or to execute and deliver a Form of Election in respect of a purported election under the Mix and Match Facility, may be affected by the laws of the relevant jurisdictions in which they are located. This Announcement has been prepared for the purpose of complying with English law and the Takeover 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 the United Kingdom.
Copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. If the Acquisition is implemented by way of an Acquisition Offer (unless otherwise permitted by applicable law and regulation), the Acquisition Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Acquisition Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
Please be aware that addresses, electronic addresses and certain other information provided by Accumuli Shareholders, persons with information rights and other relevant persons for the receipt of communications from Accumuli may be provided to NCC Group during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code.
Notice to US investors
The Acquisition relates to the shares of an English company that is not registered under the US Securities Exchange Act of 1934 (the "US Exchange Act") and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements in the United States tender offer and proxy solicitation rules under the Exchange Act. If, in the future, NCC Group exercises the right to implement the Acquisition by way of a takeover offer and decides to extend the offer into the United States, the Acquisition Offer will be made in compliance with applicable US laws and regulations including the applicable provisions of the tender offer rules under the US Exchange Act, to the extent applicable. Financial information included (or incorporated by reference) in this Announcement and the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
Any securities to be issued in connection with the Acquisition have not been and will not be registered under the US Securities Act of 1933 (the "US Securities Act"), or under the securities laws of any state, district or other jurisdiction of the United States. Accordingly, such securities may not be offered, sold or delivered, directly or indirectly, in or into such jurisdictions except pursuant to exemptions from, or transactions not subject to, the registration requirements of the United States. It is expected that the New NCC Group Shares will be issued in reliance upon the exemption from such registration provided by Section 3(a)(10) of the US Securities Act. Under applicable US securities laws, persons (whether or not US persons) who are or will be "affiliates" (within the meaning of the US Securities Act) of NCC Group or Accumuli prior to, or of the Enlarged Group after, the Effective Date will be subject to certain transfer restrictions relating to the NCC Group Shares received in connection with the Acquisition.
It may be difficult for US holders of Accumuli Shares to enforce their rights and any claim arising out of US federal laws, since NCC Group and Accumuli are located in a non-US jurisdiction and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Accumuli Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.
Cautionary note regarding forward-looking statements
This Announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of the Accumuli Group, the Group and/or the Enlarged Group and certain plans and objectives of the Boards of Accumuli and NCC Group. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as 'anticipate', 'target', 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', 'hope', 'aims', 'continue', 'will', 'may', 'should', 'would', 'could' or other words of similar meaning. These statements are based on assumptions and assessments made by the Boards of Accumuli and/or NCC Group in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. 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.
Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this Announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Announcement. Neither Accumuli nor NCC Group assumes any obligation to update or correct the information contained in this Announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per ordinary share for NCC Group or Accumuli, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for NCC Group or Accumuli, as appropriate.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the Announcement in which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the Announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Rule 2.10 disclosures
In accordance with Rule 2.10 of the Takeover Code, NCC Group confirms that as at close of business on 23 March 2015 (being the last Business Day prior to the date of this announcement), it has in issue 208,897,108 ordinary shares of 1 pence each (excluding treasury shares). The International Securities Identification Number (ISIN) of the ordinary shares is GB00B01QGK86.
In accordance with Rule 2.10 of the Takeover Code, Accumuli confirms that as at close of business on 23 March (being the last Business Day prior to the date of this announcement), it has in issue 159,609,527 ordinary shares of 0.25 pence each. The International Securities Identification Number (ISIN) of the ordinary shares is GB00B0YMTT32.
APPENDIX 1
CONDITIONS TO THE IMPLEMENTATION, AND CERTAIN FURTHER TERMS, OF THE
SCHEME AND THE ACQUISITION
Part A: Conditions to the Scheme and the Acquisition
The Acquisition will be conditional upon the Scheme becoming unconditional and becoming Effective by no later than the Long Stop Date, or such later date (if any) as NCC Group and Accumuli may agree and (if required) the Court and the Panel may allow.
(A) The Scheme will be conditional upon:
(1) its approval by a majority in number representing not less than 75 per cent. in value of the Scheme Shareholders present and voting, either in person or by proxy, at the Court Meeting or at any adjournment of such meeting on or before the 22nd day after the expected date of the Court Meeting (or such later date, if any, as NCC Group and Accumuli may agree and the Court allow);
(2) the Special Resolution required to approve and implement the Scheme as set out in the notice of the General Meeting being duly passed by the requisite majority at the General Meeting or at any adjournment of that meeting on or before the 22nd day after the expected date of the General Meeting (or such later date, if any, as NCC Group and Accumuli may agree and the Court allow); and
(3) the sanction of the Scheme with or without modification (but subject to any such modification being acceptable to NCC Group and Accumuli) and the delivery of an office copy of the Scheme Court Order to the Registrar of Companies.
In addition, the Acquisition will be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme effective will not be taken unless the following Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:
(B) (i) the UK Listing Authority having acknowledged to NCC Group or its agent (and such acknowledgement not having been withdrawn) that the application for the admission of the New NCC Group Shares to the Official List with a premium listing has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject ("listing conditions")) will become effective as soon as a dealing notice has been issued by the UK Listing Authority and any listing conditions having been satisfied; and (ii) the London Stock Exchange having acknowledged to NCC Group or its agent (and such acknowledgement not having been withdrawn) that the New NCC Group Shares will be admitted to trading on the Main Market;
(C) except as Fairly Disclosed, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Accumuli Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject, which, in consequence of the Acquisition or because of a change in the control or management of Accumuli or any other member of the Wider Accumuli Group or otherwise, would or might reasonably be expected to result in (to an extent which is material in the context of the Wider Accumuli Group taken as a whole):
(i) any moneys borrowed by or any other indebtedness (actual or contingent) of, or grant available to any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;
(ii) any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or modified or affected or any obligation or liability arising or any action being taken or arising thereunder;
(iii) any assets or interests of any such member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged;
(iv) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member or any such mortgage, charge or security interest (whenever created, arising or having arisen) becoming enforceable;
(v) the rights, liabilities, obligations or interests of any such member in, or the business of any such member with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected;
(vi) the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;
(vii) any such member ceasing to be able to carry on business under any name under which it presently does so; or
(viii) the creation or acceleration of any liability, actual or contingent, by any such member,
and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Accumuli Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, would or might result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (viii) of this Condition occurring;
(D) no anti-trust regulator or Third Party having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or enacted, made or proposed any statute, regulation, decision or order, or having taken any other steps which would or might reasonably be expected to (to an extent which is material in the context of the Wider Accumuli Group or the Wider NCC Group, as the case may be, in either case, taken as a whole):
(i) make the Scheme or the Acquisition or the proposed Acquisition of any Accumuli Shares or other securities in, or control or management of, Accumuli or any other member of the Wider Accumuli Group or the carrying on by any member of the Wider Accumuli Group of its business void, unenforceable or illegal or directly or indirectly restrict, prohibit, delay or otherwise interfere with the implementation of or impose additional conditions or obligations with respect to, or otherwise challenge, the Scheme or the Acquisition or the proposed Acquisition of any Accumuli Shares or other securities in, or control or management of, Accumuli or any other member of the Wider Accumuli Group or the carrying on by any member of the Wider Accumuli Group of its business;
(ii) require, prevent or delay the divestiture, or materially alter the terms envisaged for any proposed divestiture by any member of the Wider NCC Group or any member of the Wider Accumuli Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their respective businesses (or any part thereof) or to own, control or manage any of their respective assets or properties (or any part thereof);
(iii) require, prevent or delay the divestiture by any member of the Wider NCC Group of any shares or other securities in any member of the Wider Accumuli Group or the Wider NCC Group;
(iv) impose any limitation on, or result in a delay in, the ability of any member of the Wider NCC Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider Accumuli Group or the Wider NCC Group or to exercise management control over any such member;
(v) otherwise adversely affect all or any of the business, assets, profits or prospects of any member of the Wider NCC Group or of any member of the Wider Accumuli Group;
(vi) make the Acquisition or its implementation or the acquisition or proposed acquisition by NCC Group or any member of the Wider NCC Group of any shares or other securities in, or control of, Accumuli void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise interfere with the same, or impose additional conditions or obligations with respect thereto, or otherwise challenge or interfere therewith;
(vii) require any member of the Wider NCC Group or the Wider Accumuli Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider Accumuli Group or the Wider NCC Group owned by any Third Party;
(viii) impose any limitation on the ability of any member of the Wider NCC Group or any member of the Wider Accumuli Group to co-ordinate or integrate its business, or any part of it, with the businesses of any other member of the Wider NCC Group or the Wider Accumuli Group; or
(ix) result in any member of the Wider NCC Group or any member of the Wider Accumuli Group ceasing to be able to carry on business under any name under which it presently does so,
and all applicable waiting and other time periods (including any extensions thereof) during which any such anti-trust regulator or Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Acquisition having expired, lapsed or been terminated;
(E) all material notifications, filings or applications which are necessary or reasonably considered appropriate in connection with the Acquisition having been made and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Acquisition or the acquisition by any member of the Wider NCC Group of any shares or other securities in, or control of, Accumuli and all material authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals reasonably deemed necessary or appropriate by NCC Group or any member of the Wider NCC Group for or in respect of the Acquisition or the proposed acquisition of any shares or other securities in, or control of, Accumuli by any member of the Wider NCC Group having been obtained in terms and in a form reasonably satisfactory to NCC Group from all appropriate Third Parties or persons with whom any member of the Wider Accumuli Group has entered into contractual arrangements and all such authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals together with all authorisations, orders, recognitions, grants, licences, confirmations, clearances, permissions and approvals necessary or appropriate to carry on the business of any member of the Wider Accumuli Group remaining in full force and effect and all filings necessary for such purpose have been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Acquisition becomes otherwise unconditional and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;
(F) except as Fairly Disclosed, no member of the Wider Accumuli Group having, since 31 March 2014:
(i) save as between Accumuli and wholly-owned subsidiaries of Accumuli or for Accumuli Shares issued pursuant to the exercise of options granted under the Accumuli Share Schemes, issued or agreed to issue, authorised or proposed the issue of additional shares (or other securities) of any class;
(ii) save as between Accumuli and wholly-owned subsidiaries of Accumuli or for the grant of options under the Accumuli Share Schemes, issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;
(iii) other than to another member of the Accumuli Group, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise;
(iv) save for intra-Accumuli Group transactions or pursuant to the Acquisition, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business;
(v) save for intra-Accumuli Group transactions, made or authorised or proposed or announced an intention to propose any change in its loan capital;
(vi) issued or agreed to issue, authorised or proposed the issue of any debentures or, save in the ordinary course of business and save for intra-Accumuli Group transactions, incurred or increased, or agreed to incur or increase, any material indebtedness or become, or agreed to become, subject to any material contingent liability;
(vii) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;
(viii) implemented, or authorised, proposed or announced its intention to implement, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business or entered into or changed the terms of any contract with any director or senior executive;
(ix) entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or could be materially restrictive on the businesses of any member of the Wider Accumuli Group or the Wider NCC Group or which involves or could involve an obligation of such a nature or magnitude or which is other than in the ordinary course of business;
(x) (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed;
(xi) entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the Wider Accumuli Group or the Wider NCC Group and which is material in the context of the Wider Accumuli Group or the Wider NCC Group each taken as a whole, other than to a nature and extent which is normal in the context of the business concerned;
(xii) waived or compromised any claim otherwise than in the ordinary course of business where such waiver or compromise would have a material adverse effect on the financial position of the Wider Accumuli Group taken as a whole or is material in the context of the Acquisition;
(xiii) entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition;
(xiv) having made or agreed or consented to any change in any material respect to:
(1) the terms of the trust deeds constituting the pension scheme(s) established by any member of the Wider Accumuli Group for its directors, employees or their dependents;
(2) the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;
(3) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or
(4) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made;
(xv) save as agreed in writing by NCC Group, proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider Accumuli Group; or
(xvi) having taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Accumuli Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code,
and, for the purposes of paragraphs (iii), (iv), (v) and (vi) of this Condition, the term "Accumuli Group" shall mean Accumuli and its wholly-owned subsidiaries;
(G) except as Fairly Disclosed, since 31 March 2014:
(i) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects of any member of the Wider Accumuli Group which, in any such case, is material in the context of the Wider Accumuli Group taken as a whole and no circumstance having arisen which would or might reasonably be expected to result in any such adverse change or deterioration;
(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Accumuli Group is or may become a party (whether as a plaintiff, defendant or otherwise) and no investigation by any Third Party against or in respect of any member of the Wider Accumuli Group having been instituted, announced or threatened by or against or remaining outstanding in respect of any member of the Wider Accumuli Group which, in any such case, has had, or might reasonably be expected to have, a material adverse effect on the Wider Accumuli Group, taken as a whole;
(iii) no contingent or other liability having arisen or become apparent to NCC Group which has had, or might reasonably be expected to have, a material adverse effect on the Wider Accumuli Group, taken as a whole; and
(iv) no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Accumuli Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which has had, or might reasonably be expected to have, a material adverse effect on the Wider Accumuli Group, taken as a whole; and
(H) NCC Group not having discovered:
(i) that any financial, business or other information concerning the Wider Accumuli Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider Accumuli Group or disclosed at any time to any member of the Wider NCC Group or to any of their advisers by or on behalf of any member of the Wider Accumuli Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make that information not misleading, in each case, to an extent which is material in the context of the Wider Accumuli Group, taken as a whole;
(ii) that, except as Fairly Disclosed, any member of the Wider Accumuli Group or any partnership, company or other entity in which any member of the Wider Accumuli Group has a significant economic interest and which is not a subsidiary undertaking of Accumuli is subject to any liability (contingent or otherwise) which, in any such case, is material in the context of the Wider Accumuli Group, taken as a whole;
(iii) any information which affects the import of any information disclosed to NCC Group at any time by or on behalf of any member of the Wider Accumuli Group and which is material in the context of the Wider Accumuli Group, taken as a whole;
(iv) that, except as Fairly Disclosed, any past or present member of the Wider Accumuli Group has failed to comply with any and/or all applicable legislation, regulation or other requirement, of any jurisdiction with regard to the use, treatment, carriage, disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters, or that there has otherwise been any such use, treatment, carriage, disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation, regulation or requirement, and wherever the same may have taken place) any of which use, treatment, carriage, disposal, spillage, release, discharge, leak or emission would be likely to give rise to any liability (actual or contingent) on the part of any member of the Wider Accumuli Group which in any case is or which might reasonably be expected to be material in the context of the Wider Accumuli Group, taken as a whole; or
(v) that, except as Fairly Disclosed, there is, or is likely to be, for any reason whatsoever, any liability
(actual or contingent) of any past or present member of the Wider Accumuli Group to make good, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Wider Accumuli Group, under any environmental legislation, regulation, notice, circular or order of any government, governmental, quasi-governmental, state or local government, supranational, statutory or other regulatory body, agency, court, association or any other person or body in any jurisdiction, which, in any such case, is or might reasonably be expected to be material in the context of the Wider Accumuli Group, taken as a whole.
NCC Group reserves the right to waive, in whole or in part, all or any of Conditions above, except for Conditions (A) and (B), which cannot be waived.
Condition (B) must be fulfilled by, and Conditions (C) to (H) (inclusive) fulfilled or waived by, no later than 11.59 p.m. on the date immediately preceding the date of the Scheme Court Hearing, failing which the Scheme will lapse. NCC Group shall be under no obligation to waive or treat as satisfied any of Conditions (C) to (H) (inclusive) by a date earlier than the latest date specified above for the fulfilment or waiver thereof, notwithstanding that the other Conditions of the Scheme and the Acquisition 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.
If NCC Group is required by the Panel to make an offer for Accumuli Shares under the provisions of Rule 9 of the Takeover Code, NCC Group may make such alterations to any of the above Conditions as are necessary to comply with the provisions of that Rule.
The Acquisition will lapse if there is a Phase 2 CMA Reference in respect of the Acquisition before the Court Meeting and the General Meeting. In such event, none of NCC Group, Accumuli or Accumuli Shareholders will be bound by any term of the Scheme.
NCC Group reserves the right to elect (with the consent of the Panel) to implement the Acquisition by way of a takeover offer (as defined in Part 28 of the Companies Act). In such event, the Acquisition Offer will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments, including (without limitation and subject to the consent of the Panel) an acceptance condition that is set at 90 per cent. (or such lesser percentage, as NCC Group may decide) (i) in nominal value of the shares to which such offer relates; and (ii) of the voting rights attached to those shares, and that is subject to NCC Group and/or (with the consent of the Panel) any members of the NCC Group having acquired or agreed to acquire, whether pursuant to the offer or otherwise, shares carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of Accumuli, including, for this purpose, any such voting rights attaching to Accumuli Shares that are unconditionally allotted or issued before the takeover offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.
The availability of the Acquisition 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.
Under Rule 13.5 of the Takeover Code, NCC Group may not invoke a condition to the Acquisition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to NCC Group in the context of the Acquisition. The conditions contained in paragraph (A) and (B) of Part A are not subject to this provision of the Takeover Code.
This Acquisition will be governed by English law and be subject to the jurisdiction of the English courts, to the Conditions set out above and to the applicable rules and regulations of the FCA, the London Stock Exchange, the AIM Rules and the Takeover Code.
Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.
Part B: Certain further terms of the Scheme and the Acquisition
Fractions of New NCC Group Shares will not be allotted or issued pursuant to the Scheme. Fractional entitlements to New NCC Group Shares will be aggregated and allotted and issued to the person appointed by NCC Group as nominee for such Scheme Shareholders and sold in the market and the net proceeds of sale distributed pro rata to such Scheme Shareholders. However, individual entitlements to amounts of less than £5 will not be paid to such Scheme Shareholders but will be retained for the benefit of NCC Group.
The Acquisition will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facility of a national securities exchange of, any Restricted Jurisdiction and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within the any Restricted Jurisdiction.
The New NCC Group Shares to be issued pursuant to the Acquisition have not been and will not be registered under the United States Securities Act of 1933 (as amended) nor under any of the relevant securities laws of any state, territory or other jurisdiction of the United States nor under any of the relevant securities laws of any other Excluded Jurisdiction. Accordingly, the New NCC Group Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred directly or indirectly, in or into any Excluded Jurisdiction nor to any United States person, except pursuant to exemptions from, or in transactions not subject to, applicable requirements of any such jurisdiction.
The New NCC Group Shares will be issued credited as fully paid and will rank pari passu in all respects with the existing NCC Group Shares in issue on the Effective Date and shall be entitled to all dividends and other distributions declared, paid or made by NCC Group by reference to a record date on or after the Effective Date. Applications will be made to the UK Listing Authority for the New NCC Group Shares to be admitted to the Official List with a premium listing and to the London Stock Exchange for the New NCC Group Shares to be admitted to trading on the Main Market.
Accumuli Shares which will be acquired under the Acquisition will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this Announcement.
For the purposes of these Conditions, "Fairly Disclosed" shall mean any information which has been fairly disclosed: (i) in Accumuli's published annual report and accounts for the financial year ended 31 March 2014 and in its published interim report for the half year ended 30 September 2014; (ii) in any other announcement to a Regulatory Information Service by or on behalf of Accumuli prior to the publication of the Announcement; (iii) in the Scheme Document or this Announcement; or (iv) as otherwise fairly disclosed in writing prior to the date of the Announcement by or on behalf of Accumuli to NCC Group or NCC Group's financial, accounting, taxation or legal advisers (specifically in their capacity as NCC Group's advisers in relation to the Acquisition) including information that is fairly disclosed in electronic format or that is fairly disclosed by virtue of being included within a virtual dataroom made available by Accumuli to NCC Group and its advisers for the purposes of the Acquisition.
APPENDIX 2
SOURCES AND BASES OF CALCULATION
Save as otherwise stated, the following constitute the sources and bases of certain information referred to in this Announcement:
1. Financial information relating to the Accumuli Group has been extracted or derived (without material adjustment) from the audited annual report and accounts for Accumuli for the financial year ended 31 March 2014, Accumuli's announcement dated 25 November 2014 of its interim results for the six months ended 30 September 2014 (which are unaudited), and Accumuli's announcement dated 24 March 2015 of its trading update.
2. Unless otherwise stated, the financial information concerning the Group has been extracted or derived (without material adjustment) from the audited annual report and accounts for NCC Group for the year ended 31 May 2014 and NCC Group's announcement dated 22 January 2015 of its interim results for the six months ended 30 November 2014 (which are unaudited).
3. The terms of the Acquisition value each Accumuli Share at 32.8 pence. The Acquisition price is based on a share price of 220 pence per NCC Group Share (the Closing Price on 23 March 2015, the last Business Day prior to this Announcement) and 0.1218 New NCC Group Shares to be issued for each Accumuli Share representing 26.8 pence in New NCC Group Shares plus the payment of 5.97 pence in cash for each Accumuli Share.
4. The value of the Acquisition is calculated:
a. by reference to a price of 220 pence per NCC Group Share (the Closing Price on 23 March 2015, the last Business Day prior to this Announcement); and
b. on the basis of the issued and to be issued share capital of Accumuli referred to in paragraph 5 below.
5. The fully diluted share capital of Accumuli (being 167,401,255 AccumuliShares) is based on:
a. 159,609,527 AccumuliShares in issue on 23 March 2015, being the last Business Day prior to the date of this Announcement;
b. 7,891,728 AccumuliShares which may be issued on or after the date of this Announcement, pursuant to options under the Accumuli Share Schemes; and
c. less 100,000 Accumuli Shares held by the Trustee.
6. Unless otherwise stated:
a. all Closing Prices for Accumuli Shares are closing middle market quotations derived from the AIM Appendix of the Daily Official List; and
b. all Closing Prices for NCC Group Shares are closing middle market quotations derived from the Daily Official List.
7. All share prices expressed in pence have been rounded to the nearest one decimal place and all percentages have been rounded to one decimal place.
APPENDIX 3
SCHEDULE OF IRREVOCABLE UNDERTAKINGS
Irrevocable Undertakings from Accumuli Directors
NCC Group has received irrevocable undertakings from the Accumuli Directors in respect of their beneficial holdings in Accumuli Shares, relating to a total of 1,955,546Accumuli Shares (representing approximately 1.2 per cent. of the Scheme Shares entitled to be voted at the Court Meeting) to vote in favour of the Scheme at the Court Meeting and relating to a total of 3,304,068Accumuli Shares (representing approximately 2.1 per cent. of the existing issued ordinary share capital of Accumuli) to vote in favour of the Special Resolution to be proposed at the General Meeting, as follows:
|
Name of Accumuli Director
|
Number of Accumuli Shares to which the irrevocable undertaking relates
|
Percentage of the existing issued ordinary share capital of Accumuli
|
|
N Kingsbury* |
448,522 |
0.3% |
|
G A P Lyons* |
200,000 |
0.1% |
|
I D Winn* |
700,000 |
0.4% |
|
G R Norfolk |
655,546 |
0.4% |
|
S Duckworth |
1,300,000 |
0.8% |
* for the reasons given in paragraph 15 of the Announcement, N Kingsbury, G A P Lyons and I D Winn will not vote at the Court Meeting in respect of the Scheme Shares held by them and the irrevocable undertakings given by those Accumuli Directors relate only to voting in respect of the Special Resolution to be proposed at the General Meeting.
The irrevocable undertakings given by the Accumuli Directors will cease to be binding if the Scheme or the Special Resolution to be proposed at the General Meeting is not approved by the requisite majority of Accumuli Shareholders at the Court Meeting or at the General Meeting respectively or the Scheme is not otherwise implemented by the Long Stop Date unless NCC Group elects (with the consent of the Panel and Accumuli) to implement the Acquisition by way of a takeover offer (as defined in Part 28 of the Companies Act) on the terms described in Appendix 1 of the Scheme Document in which case the undertakings will cease to be binding if:
(i) an announcement of the Acquisition Offer under Rule 2.7 of the Takeover Code is not released by such date as NCC Group and Accumuli may, with the consent of the Panel, agree; or
(ii) the Acquisition Offer lapses or is withdrawn.
Irrevocable Undertakings from other Accumuli Shareholders
NCC Group has received irrevocable undertakings from other Accumuli Shareholders in respect of their holdings in Accumuli Shares, relating to a total of 88,738,039 Accumuli Shares (representing approximately 56.1 per cent. of the Scheme Shares entitled to vote on the Scheme at the Court Meeting and approximately 55.6 per cent. of the existing issued ordinary share capital of Accumuli), as follows:
|
Name of Accumuli Shareholder
|
Number of Accumuli Shares to which the irrevocable undertaking relates
|
Percentage of the existing issued ordinary share capital of Accumuli
|
|
Downing LLP |
15,642,057 |
9.8%
|
|
Hargreave Hale Limited |
10,328,150 |
6.5%
|
|
Harwood Capital LLP |
9,900,000 |
6.2%
|
|
Jarrod Potter |
10,001,357 |
6.3%
|
|
Livingbridge VC LLP |
36,712,129 |
23.0% |
|
|
|
|
|
Unicorn AIM VCT |
6,154,346 |
3.9% |
The irrevocable undertakings given by those Accumuli Shareholders will cease to be binding if the Scheme or the Special Resolution to be proposed at the General Meeting is not approved by the requisite majority of Accumuli Shareholders at the Court Meeting or at the General Meeting respectively or the Scheme is not otherwise implemented by the Long Stop Date unless NCC Group elects (with the consent of the Panel and Accumuli) to implement the Acquisition by way of a takeover offer (as defined in Part 28 of the Companies Act) on the terms described in Appendix 1 of this document in which case the undertakings will cease to be binding if:
(i) an announcement of the Acquisition Offer under Rule 2.7 of the Takeover Code is not released by such date as NCC Group and Accumuli may, with the consent of the Panel, agree; or
(ii) the Acquisition Offer lapses or is withdrawn.
Those irrevocable undertakings will also cease to be binding if a third party announces, before the Court Meeting and the General Meeting, a firm intention to make an offer for the whole of the issued share capital of Accumuli under which the value of the consideration offered for each Accumuli Share is more than 10 per cent. greater than the value per Accumuli Share offered pursuant to the Acquisition.
APPENDIX 4
DEFINITIONS
The following definitions apply throughout this Announcement unless the context requires otherwise:
|
"Accumuli" or the "Company" |
Accumuli plc, a public limited company incorporated in England and Wales with company number 4178393 with its registered office at Tuscany House, White Hart Lane, Basingstoke RG21 4AF; |
|
"Accumuli Directors" |
the directors of Accumuli; |
|
"Accumuli Group" |
Accumuli and its subsidiary undertakings and, where the context permits, each of them; |
|
"Accumuli Shares" |
the existing unconditionally allotted or issued and fully paid (or credited as fully paid) ordinary shares of 0.25 pence each in the capital of Accumuli and any further such shares which are unconditionally allotted or issued on or prior to the Effective Date; |
|
"Accumuli Share Schemes" |
the EMI Scheme and the Share Option Contracts; |
|
"Accumuli Share Scheme Participants" |
the participants in the Accumuli Share Schemes; |
|
"Accumuli Shareholders" |
holders of Accumuli Shares;
|
|
"Acquisition" |
the proposed acquisition of the entire issued and to be issued share capital of Accumuli by NCC Group to be implemented by way of (i) the Scheme or (ii) the Acquisition Offer (as the case may be); |
|
"Acquisition Offer" |
should the Acquisition be implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act, the recommended offer to be made by or on behalf of NCC Group to acquire the entire issued and to be issued share capital of Accumuli and, where the context admits, any subsequent revision, variation, extension or renewal of such offer; |
|
"Admission" |
admission of the New NCC Group Shares to the premium listing segment of the Official List in accordance with the Listing Rules and to trading on the Main Market in accordance with the Admission and Disclosure Standards; |
|
"AIM" |
a market operated by the London Stock Exchange;
|
|
"AIM Rules" |
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" |
this joint announcement made by NCC Group and Accumuli dated 24 March 2015 of the terms of the acquisition of Accumuli by NCC Group pursuant to Rule 2.7 of the Takeover Code;
|
|
"Australia" |
the Commonwealth of Australia, its states, territories and possessions; |
|
"Board" |
as the context requires, the board of directors of NCC Group, the board of directors of Accumuli or the board of directors of the Enlarged Company; |
|
"Business Day" |
any day (other than a Saturday, Sunday, public or bank holiday) on which banks are generally open for business in London (other than solely for settlement and trading in Euro); |
|
"Canada" |
Canada, its provinces and territories and all areas under its jurisdiction and political sub-divisions thereof; |
|
"Cash Election" |
an election made by Scheme Shareholders under the Mix and Match Facility to receive more cash consideration than they would receive absent such an election; |
|
"certificated or in certificated form" |
a share or other security which is not in uncertificated form (that is, not in CREST); |
|
"Closing Price" |
the closing middle market price of a NCC Group Share or a Accumuli Share as derived from the Daily Official List for NCC Group and the AIM appendix to the Daily Official List for Accumuli; |
|
"Companies Act" |
the Companies Act 2006, as amended, modified, consolidated, re-enacted or replaced from time to time; |
|
"Conditions" |
the conditions to the implementation of the Acquisition which are set out in Appendix 1 to this Announcement; |
|
"Court" |
the High Court of Justice in England and Wales; |
|
"Court Meeting" |
the meeting of the Scheme Shareholders convened by order of the Court pursuant to sections 896 of the Companies Act to consider and, if thought fit, approve (with or without modification) the Scheme, and any adjournment thereof; |
|
"CREST" |
the system operated by Euroclear for the paperless settlement of trades in securities and the holding of uncertificated securities in accordance with the CREST Regulations; |
|
"CREST Regulations" |
the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) (as amended); |
|
"Daily Official List" |
the daily official list of the London Stock Exchange; |
|
"Effective" |
if the Acquisition is implemented by way of the Scheme, the Scheme having become effective pursuant to its terms; |
|
"Effective Date" |
the date on which the Scheme becomes Effective; |
|
"Election" |
a Cash Election or a Share Election (as the case may be); |
|
|
"EMI Scheme" |
the Accumuli Enterprise Management Incentive Scheme; |
|
|
"Enlarged Company" |
NCC Group, immediately following the Acquisition becoming Effective; |
|
"Enlarged Group" |
the Group and its subsidiaries, including the Accumuli Group, following the Acquisition becoming Effective; |
|
"Euroclear" |
Euroclear UK & Ireland Limited, incorporated in England and Wales with registered number 2878738; |
|
"Excluded Jurisdictions" |
the United States, Canada, Australia, Japan, the Republic of South Africa and New Zealand; |
|
|
|
|
"Excluded Shares" |
means: (i) any Accumuli Shares beneficially owned by NCC Group or any subsidiary undertaking (as defined in the Companies Act) of the Group; (ii) any unissued shares in the capital of Accumuli; and (iii) any Accumuli Shares held by the Trustee; |
|
"finnCap" |
finnCap Ltd, which is acting as nominated adviser and corporate broker to Accumuli; |
|
"FCA" |
the Financial Conduct Authority; |
|
"Form of Election" |
the form of election relating to the Mix and Match Facility to be sent to holders of Accumuli Shares in certificated form other than Restricted Overseas Persons, together with the Scheme Document;
|
|
"Form(s) of Proxy" |
either or both of the forms of proxy for use at the Court Meeting and for use at the General Meeting as relevant to be sent to holders of Accumuli Shares in certificated form, together with the Scheme Document; |
|
"FSMA" |
the Financial Services and Markets Act 2000, as amended from time to time; |
|
"General Meeting" |
the general meeting of Accumuli scheduled to be held immediately following the Court Meeting and any adjournment thereof to be convened in connection with the implementation of the Scheme; |
|
"Group" |
NCC Group and its subsidiary undertakings and, where the context permits, each of them; |
|
"holder" |
a registered holder; |
|
"Japan" |
Japan, its prefectures, territories and possessions; |
|
"London Stock Exchange" |
London Stock Exchange plc; |
|
"Long Stop Date" |
31 August 2015; |
|
"Main Market" |
the London Stock Exchange's main market for listed securities;
|
|
"Meetings" |
the Court Meeting and the General Meeting; |
|
"Mix and Match Facility" |
the mix and match facility under which Accumuli Shareholders (other than those who are Restricted Overseas Persons) may elect, subject to equal and opposite elections made by other Accumuli Shareholders, to vary the proportions in which they receive New NCC Group Shares and cash consideration under the Acquisition;
|
|
"MXC Capital" |
MXC Capital Advisory LLP, which is acting as financial adviser to Accumuli in relation to the Acquisition; |
|
"NCC Group" |
NCC Group plc, a public limited company incorporated in England and Wales with company number 4627044 with its registered office at Manchester Technology Centre, Oxford Road, Manchester M1 7EF; |
|
"NCC Group Directors" |
the directors of NCC Group at the date of this Announcement; |
|
"NCC Group Shares" |
ordinary shares of one pence each in the capital of NCC Group (including, if the context requires, the New NCC Group Shares); |
|
"NCC Group Shareholders" |
the holders of NCC Group Shares; |
|
"New NCC Group Shares" |
the NCC Group Shares to be issued fully paid to Scheme Shareholders pursuant to the Scheme; |
|
"Oakley Capital" |
Oakley Capital Limited, which is acting as financial adviser to Accumuli for the purposes of Rule 3 of the Takeover Code in relation to the Acquisition;
|
|
"Offer Period" |
the offer period (as defined by the Takeover Code) relating to Accumuli, which commenced on 24 March 2015; |
|
"Official List" |
the official list of the UK Listing Authority; |
|
"Panel" |
the United Kingdom Panel on Takeovers and Mergers;
|
|
"Peel Hunt"
|
Peel Hunt LLP, which is acting as sponsor, corporate broker and joint financial adviser to NCC Group in relation to the Acquisition;
|
|
"Phase 2 CMA Reference" |
a referral to the Chair of the Competition and Markets Authority for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013 |
|
"Pounds" or "£" or "pence" or "p" |
the lawful currency of the United Kingdom; |
|
"Proposals" |
the Acquisition, the Scheme and the resolutions to be proposed at the Meetings in connection herewith; |
|
"Prospectus" |
the prospectus to be published by NCC Group on or around the date of publication of the Scheme Document and made available to NCC Group Shareholders and Accumuli Shareholders in connection with the Acquisition and containing, amongst other things, information on NCC Group, the Enlarged Group and the New NCC Group Shares; |
|
"Registrar of Companies" |
the Registrar of Companies in England and Wales; |
|
"Regulatory Information Service" or "RIS" |
a service approved by the London Stock Exchange for the distribution to the public of announcements and included within the list maintained on the London Stock Exchange's website; |
|
"Restricted Jurisdiction" |
any jurisdiction where the relevant action would constitute a violation of the relevant laws and/or regulations of such jurisdiction or would result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which NCC Group or Accumuli regards as unduly onerous or would result in significant risk or civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available in that jurisdiction (in accordance with Rule 23.2 of the Takeover Code); |
|
"Restricted Overseas Person"
|
a person (including an individual, partnership, unincorporated syndicate, limited liability company, unincorporated organisation, trust, trustee, executor, administrator or other legal representative) in, or resident in, or any person whom NCC Group believes to be in, or resident in, a Restricted Jurisdiction (or any custodian, nominee or trustee for such persons) and any person in any other jurisdiction (other than persons in the UK) whom NCC Group is advised to treat as a restricted overseas person in order to observe the laws of such jurisdiction or to avoid the requirement to comply with any governmental or other consent or any registration, filing or other formality which NCC Group regards as unduly onerous including, without limitation, the Excluded Jurisdictions; |
|
"Scheme" or "Scheme of Arrangement" |
the proposed scheme of arrangement under Part 26 of the Companies Act between Accumuli and the Scheme Shareholders with or subject to any modification, addition or condition approved or proposed by the Court and/or agreed to by Accumuli and NCC Group; |
|
"Scheme Court Hearing" |
the hearing by the Court of the claim form to sanction the Scheme; |
|
"Scheme Court Order" |
the order of the Court sanctioning the Scheme under section 899 of the Companies Act;
|
|
"Scheme Document" |
the document to be dispatched to Scheme Shareholders in due course in relation to the Scheme comprising the particulars required by Part 26 of the Companies Act; |
|
"Scheme Record Time" |
6.00 p.m. on the Business Day immediately preceding the Scheme Court Hearing; |
|
"Scheme Shareholders" |
registered holders of Scheme Shares; |
|
"Scheme Shares" |
the Accumuli Shares: (i) in issue at 6.00 p.m. on the date of the Scheme Document; (i) (if any) issued after 6.00 p.m. on the date of the Scheme Document and before the Voting Record Time; and (ii) (if any) issued at or after the Voting Record Time and at or before the Scheme 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,
in each case, excluding any Excluded Shares; |
|
"Share Election" |
an election made by Scheme Shareholders under the Mix and Match Facility to receive more New NCC Group Shares than they would receive absent such an election;
|
|
"Share Option Contracts" |
the none-tax-advantaged share option contracts entered into between certain employees and directors of Accumuli and granted in respect of Accumuli Shares; |
|
|
|
|
"Special Resolution" |
the special resolution to be proposed at the General Meeting in connection with, inter alia, the approval of the Scheme; |
|
"subsidiary" and "subsidiary undertaking" |
have the meanings given to them in the Companies Act; |
|
"Takeover Code" |
the City Code on Takeovers and Mergers; |
|
"Third Party" |
a central bank, government, government department or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body or authority, court, stock exchange, trade agency, professional association, institution, employee representative body or any other body or person whatsoever in any jurisdiction; |
|
|
|
|
"Trustee" |
the trustee of the Accumuli Employee Benefit Trust; |
|
"UK" or "United Kingdom" |
the United Kingdom of Great Britain and Northern Ireland; |
|
"UKLA" or "UK Listing Authority" |
the FCA acting in its capacity as the competent authority for the purpose of Part II of FSMA; |
|
"uncertificated" or "in uncertificated form" |
registered as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST; |
|
"US" or "United States" or "United |
the United States of America, its territories and possessions, any state of the United States of America, any other areas subject to its jurisdiction and the District of Columbia;
|
|
"Voting Record Time" |
6.00 p.m. on 21 April 2015 or, if the Court Meeting is adjourned, 6.00 p.m. on the day which is two days immediately before the date fixed for the adjourned meeting; |
|
"Wider Accumuli Group" |
Accumuli and its subsidiary undertakings, associated undertakings and any other undertaking in which Accumuli and/or such undertakings (aggregating their interests) have a direct or indirect interest of 10 per cent. or more of the equity share capital (as defined in the Companies Act); and |
|
"Wider NCC Group" |
NCC Group and its undertakings, associated undertakings and any other undertaking in which NCC Group and/or such undertakings (aggregating their interests) have a direct or indirect interest of 10 per cent. or more of the equity share capital (as defined in the Companies Act). |
For the purposes of this Announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the meanings given to them by the Companies Act (but for this purpose ignoring paragraph 19(1)(b) of The Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008) and "substantial interest" means a direct or indirect interest in 20 per cent. or more of the equity share capital (as defined in the Companies Act) of any undertaking
All references to time in this Announcement are to London time.
Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.
This information is provided by RNS
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