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Avesco Group PLC (AVS)

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Thursday 17 November, 2016

Avesco Group PLC

Offer for Avesco Group plc

RNS Number : 5027P
Avesco Group PLC
17 November 2016
 

Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

17 November 2016

RECOMMENDED CASH ACQUISITION
of
Avesco Group plc
by
NEP Group, Inc.

(or a direct or indirect wholly-owned subsidiary of NEP Group, Inc.)
to be effected by means of
a Scheme of Arrangement under Part 26 of the Companies Act 2006

 

Summary

·      The boards of directors of NEP and Avesco are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition by which the entire issued share capital of Avesco will be acquired by NEP Group Inc. (or a direct or indirect wholly-owned subsidiary of NEP Group Inc.). It is intended that the Acquisition will be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

·      Under the terms of the Acquisition, each Scheme Shareholder will receive 650 pence in cash for each Avesco Share.

·      The price of 650 pence per Avesco Share represents a premium of approximately:

·      125 per cent. to the Closing Price per Avesco Share of 289 pence on 16 November 2016 (being the last Business Day prior to the date of this announcement);

·      127 per cent. to the average price per Avesco Share of 286 pence for the three-month period ended 16 November 2016 (being the last Business Day prior to the date of this announcement); and

·      161 per cent. to the average price per Avesco Share of 249 pence for the six-month period ended 16 November 2016 (being the last Business Day prior to the date of this announcement).

·      The terms of the Acquisition value Avesco's existing issued share capital at approximately £124 million.

·      Avesco is the parent company of Creative Technology, a worldwide live events business specialising in display, audio and lighting for corporate clients, and mclcreate, a UK-based event services company. Avesco operates its business internationally, with emphasis on the United States and Europe. NEP also engages in the live events business internationally through its Screenworks, Sweetwater, Mediatec Solutions and Faber Audiovisuals divisions. 

·      Both NEP and Avesco have similar service-oriented cultures, centred on delivering exceptional client service, with experienced management teams and crews, which have worked together for years to support clients.  The Acquisition would enable the NEP Group to provide an improved service offering to its clients around the globe. The addition of Avesco to NEP's existing live events business would allow NEP to, among other benefits, add live events capabilities in the Asia region, add scale to NEP's live events business in the U.K., add a significant corporate client base as well as audio and lighting capabilities in the United States, add capabilities and a significant client base in Spain, add additional scale in Holland and the Middle East and add new services via the Wireless Works business and proprietary software solutions.

·      The  Avesco Directors, who have been so advised by EY and finnCap as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable.  In providing its advice, EY and finnCap have each taken into account the commercial assessments of the  Avesco Directors. finnCap is acting as the independent financial adviser to Avesco for the purposes of providing independent advice to the Avesco Directors in connection with the Acquisition under Rule 3 of the Code.

·      Accordingly, the  Avesco Directors have unanimously approved the Acquisition and intend to recommend that Avesco Shareholders vote in favour of the Scheme at the Court Meeting and at the General Meeting, as they have irrevocably undertaken to do so in respect of their own beneficial holdings of, in aggregate, 6,368,149 Avesco Shares representing approximately 33.4 per cent. of the issued share capital of Avesco on 16 November 2016 (being the last Business Day prior to the date of this announcement).  Such irrevocable undertakings shall remain binding in the event that a higher competing offer for Avesco is made.

·      In addition to the irrevocable undertakings from the Avesco Directors, NEP has also received irrevocable undertakings from Herald Investment Trust plc, Charles Stanley & Co Limited, Mr Ian Martin and Paul Jaconelli to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting in respect of, in aggregate, 4,870,779 Avesco Shares, representing approximately 25.5 per cent. of the issued share capital of Avesco on 16 November 2016 (being the last Business Day prior to the date of this announcement).  Such irrevocable undertakings shall remain binding in the event that a higher competing offer for Avesco is made.

·      NEP has therefore received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting in respect of, in aggregate, 11,238,928 Avesco Shares representing, in aggregate, approximately 58.9 per cent. of the issued share capital of Avesco on 16 November 2016 (being the last Business Day prior to the date of this announcement).

·      The consideration payable under the terms of the Acquisition is being funded by a new committed debt facility arranged for the purpose.

·      It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting, together with the Forms of Proxy, will be posted to Avesco Shareholders as soon as practicable and, in any event, within 28 days of this announcement (unless the Panel agrees otherwise).

 Commenting on the Acquisition, Richard Murray, Founder and Executive Chairman of Avesco, said:

 "Since the first public listing of the Avesco Group in 1984, Avesco has achieved great success developing into a global live events business and attracting staff of the highest quality, factors which are both reflected in the substantial cash premium being offered to shareholders today. Avesco's recently completed disposals have left the business in a strong position to continue to move forwards. NEP's complementary activities and extensive resources will provide Avesco with the platform to continue to accelerate its ambitions and represents a positive development for both customers and employees".

Kevin Rabbitt, Chief Executive Officer of NEP, added:

"We are excited at the possibility of welcoming the Avesco brands to the NEP Worldwide Network. Our businesses share similar service oriented cultures focused on delivering exceptional results for our clients. We have successfully worked together with Creative Technology on projects in the past, and we have great respect for Graham Andrews, David Crump, and the broader team. The addition of Creative Technology and the other Avesco brands is consistent with our stated strategy of becoming the worldwide live events services leader through expansion of our geographic reach and service offering. This is a great addition to that strategy, adding highly complementary locations and services to our already strong NEP Live Events brands of Screenworks, Sweetwater, Faber, and Mediatec in addition to our worldwide NEP Broadcast Services operations. Together, we will be even stronger in delivering for our collective clients around the globe."

This summary should be read in conjunction with, and is subject to, the full text of the following announcement (including the Appendices). 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.  Appendix 2 contains the sources of information and bases of certain calculations contained in this summary and the following announcement. Appendix 3 contains a summary of the irrevocable undertakings received by NEP. Appendix 4 contains the definitions of certain terms used in this summary and the following announcement.

Enquiries

Camarco (PR Advisers to Avesco)
Hazel Stevenson
Billy Clegg

+44 (0) 20 3757 4989

EY (Financial Adviser to Avesco)
Justin Prichard
Julie Green


+44 (0)20 7951 2000

finnCap (Rule 3 Adviser to Avesco)
Julian Blunt
James Thompson


+44 (0)20 7220 0500

NEP
Kevin Rabbitt, Chief Executive Officer

Gerry Delon, Chief Financial Officer


+1 800 444 0054

Barclays Bank PLC, acting through its Investment Bank (Financial Adviser to NEP)
Scott Wisniewski
James Colburn


+44 (0)20 7623 2323

EY, which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to Avesco in connection with the Acquisition and will not be acting for any other person or otherwise be responsible to any other person for providing the protections afforded to customers of EY. EY accordingly disclaims to the fullest extent permissible by law all and any liability to any person who is not a client of EY whether in tort, contract or otherwise.

finnCap, which is authorised and regulated by the FCA, is acting exclusively for Avesco and no-one else in connection with the Acquisition and will not be responsible to anyone other than Avesco for providing the protections afforded to clients of finnCap nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

Barclays, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting exclusively for NEP and no one else in connection with the Acquisition and will not be responsible to anyone other than NEP for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Acquisition or any other matter referred to in this announcement.

Further information

This announcement is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Avesco in any jurisdiction in contravention of applicable law. The Acquisition will be made solely by means of the Scheme Document, which will contain the full terms and conditions of the Acquisition including details of how to vote in respect of the Scheme. 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.

Overseas jurisdictions

The availability of the Acquisition to Avesco Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas shareholders will be contained in the Scheme Document.

The release, publication or distribution of this announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements.  Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction.  To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.  This announcement has been prepared for the purposes of complying with English law, the AIM Rules, the rules of the London Stock Exchange and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England.

Copies of this announcement and the formal documentation relating to the Scheme and the Acquisition will not be, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction.

US Holders should note that the Acquisition relates to the securities of a UK company, is subject to UK disclosure requirements (which are different from those of the US) and is proposed to be implemented under 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 under the US Exchange Act. Accordingly, the Scheme will be subject to UK disclosure requirements and practices, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this announcement and the Scheme documentation has been or will have been prepared in accordance with IFRS and thus 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 US. If NEP exercises its right to implement the Acquisition of the Avesco Shares by way of a takeover offer, such offer will be made in compliance with applicable US tender offer and securities laws and regulations.

The receipt of cash pursuant to the Acquisition by a US Holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Avesco Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

It may be difficult for US Holders to enforce their rights and claims arising out of the US federal securities laws, since Avesco is located outside the US, and some or all of its officers and directors may be residents of countries other than the US. US Holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of 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.

In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, NEP or its nominees or its brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Avesco Shares outside of the United States, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. In addition, in accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in Avesco securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Forward looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by NEP and Avesco contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of NEP and Avesco about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on NEP and Avesco, the expected timing and scope of the Acquisition and other statements other than historical facts.  Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved.  Although NEP and Avesco believe that the expectations reflected in such forward-looking statements are reasonable, NEP and Avesco can give no assurance that such expectations will prove to be correct.  By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future.  There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to consummate the Acquisition; the ability to obtain requisite shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; the ability of NEP and Avesco to successfully integrate their respective operations and retain key employees; the potential impact of the announcement or consummation of the Acquisition on relationships, including with employees, suppliers, customers and competitors; and changes in general economic, business and political conditions. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither NEP nor Avesco, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules and the Disclosure and Transparency Rules of the FCA, as applicable), neither NEP nor Avesco is under any obligation, and NEP and Avesco expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. 

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 NEP or Avesco, respectively for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for NEP or Avesco, respectively.

Dealing disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 pm (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 Code, any person who is, or becomes, interested in 1% 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(s), 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 pm (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).

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 Takeover 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.

Publication on website

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on NEP's website at http://www.nepinc.com and Avesco's website at http://www.avesco.com by no later than 12 noon (London time) on the Business Day following this announcement. For the avoidance of doubt, the contents of these websites are not incorporated by reference and do not form part of this announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this announcement by contacting the Company Secretary of Avesco during business hours on +44 (0) 1293 583 400 or by submitting a request in writing to the Company Secretary of Avesco at Unit E2, Sussex Manor Business Park, Gatwick Road, Crawley RH10 9NH.  For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other information provided by Avesco Shareholders, persons with information rights and other relevant persons for the receipt of communications from Avesco may be provided to NEP during the offer period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c).

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Code, Avesco confirms that as at the date of this announcement it has in issue and admitted to trading on AIM 19,075,583 ordinary shares of 10 pence each. The International Securities Identification Number (ISIN) of the ordinary shares is GB0000653229.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments.  Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.



 

Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

17 November 2016

RECOMMENDED CASH ACQUISITION
of
Avesco Group plc
by
NEP Group, Inc.

(or a direct or indirect wholly-owned subsidiary of NEP Group, Inc.)
to be effected by means of

a Scheme of Arrangement under Part 26 of the Companies Act 2006

 

1.       Introduction

The boards of directors of NEP and Avesco are pleased to announce that they have reached agreement on the terms and conditions of a recommended cash acquisition by which the entire issued share capital of Avesco will be acquired by NEP Group, Inc. (or a direct or indirect wholly-owned subsidiary of NEP Group, Inc.). It is intended that the Acquisition will be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

2.       The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions, and further terms set out in Appendix 1 to this announcement and to be set out in the Scheme Document, the Scheme Shareholders at the Scheme Record Time will be entitled to receive:

for each Scheme Share                             650 pence in cash

The price of 650 pence per Avesco Share represents a premium of approximately:

·    125 per cent. to the Closing Price per Avesco Share of 289 pence on 16 November 2016 (being the last Business Day prior to the date of this announcement);

·    127 per cent. to the average price per Avesco Share of 286 pence for the three-month period ended 16 November 2016 (being the last Business Day prior to the date of this announcement); and

·    161 per cent. to the average price per Avesco Share of 249 pence for the six-month period ended 16 November 2016 (being the last Business Day prior to the date of this announcement).

The terms of the Acquisition value the entire issued share capital of Avesco at approximately £124 million.

If, after the date of this announcement, any dividend and/or other distribution is announced, declared or paid in respect of the Avesco Shares, NEP reserves the right to reduce the offer consideration by an amount up to the amount of such dividend and/or distribution so announced, declared or paid.

3.       Background to and reasons for the Acquisition

Avesco is the parent company of Creative Technology, a worldwide live events business specialising in display, audio and lighting for corporate clients and mclcreate, a UK-based event services company.  Avesco operates its business internationally, with emphasis in the United States and Europe. NEP also engages in the live events business internationally through its Screenworks, Sweetwater, Mediatec Solutions and Faber Audiovisuals divisions.

 

The Acquisition  is consistent with NEP's stated strategy to become the worldwide live events leader through better geographic reach and additional value added services, which NEP believes will enable the enlarged NEP Group to provide an improved service offering to its clients around the globe.  The addition of Avesco to NEP's existing live events business would allow NEP to, among other benefits, add live events capabilities in the Asia region, add scale to NEP's live events business in the U.K., add a significant corporate client base as well as audio and lighting capabilities in the United States, add capabilities and a significant client base in Spain, add additional scale in Holland and the Middle East and add new services via the Wireless Works business and proprietary software solutions. Additionally, there is limited client and geographic overlap between the two companies today, further bolstering the strategic nature of the Acquisition.

NEP believes that there is a strong cultural fit between NEP and Avesco.  Both the NEP Group and the Avesco Group brands have similar service-oriented cultures centred on delivering exceptional results for clients, supported by experienced management teams and crews, which have worked together for years to support their respective clients.  Additionally, NEP believes that the Acquisition will strengthen NEP's ability to provide a seamless service to its clients worldwide and provide clients with a deeper pool of technical solutions and engineering talent. NEP's priority will be to ensure that service remains unaffected and consistent for all of its clients throughout the process of combining the two companies.

4.       Recommendation

The  Avesco Directors, who have been so advised by EY and finnCap as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable.  In providing its advice, EY and finnCap have each taken into account the commercial assessments of the  Avesco Directors. finnCap is acting as the independent financial adviser to Avesco for the purposes of providing independent advice to the  Avesco Directors in connection with the Acquisition under Rule 3 of the Code.

Accordingly, the  Avesco Directors have unanimously approved the Acquisition and intend to recommend that Avesco Shareholders vote in favour of the Scheme at the Court Meeting and at the General Meeting as they have irrevocably undertaken to do so in respect of their own beneficial holdings of, in aggregate, 6,368,149 Avesco Shares representing approximately 33.4 per cent. of the issued share capital of Avesco on 16 November 2016 (being the last Business Day prior to the date of this announcement).

5.       Background to and reasons for the recommendation

Avesco has achieved great success over a period of 30 years in building a leading global live events business providing audio visual services to the corporate, entertainment and sporting sectors. Having recently realised substantial cash sums from the sale of  non-core assets in its Broadcast Division, namely the studio premises at Fountain Studios and the plant and equipment of Presteigne Broadcast Hire, Avesco is fully focused on growth in its core audio visual services business, in particular its main division, Creative Technology. Whilst Avesco has enjoyed much success in developing its global position to date, given its status as a relatively small AIM listed company, its future ambitions are potentially constrained, however, both by its relative size and lack of liquidity in its shares.

Furthermore the international media services sector has experienced a significant level of consolidation, with customers increasingly demanding a global footprint and an end-to-end service solution. The Avesco Directors believe that Avesco's future prospects would be enhanced by becoming part of a larger group and, accordingly, believe that NEP is a highly attractive and complementary partner well able to support Avesco's future growth and to position the combined business to meet both the current and future needs of its customers and employees.

The Offer price of 650 pence per share in cash for each Avesco Share represents a premium of approximately 125 per cent. to the Closing Price per Avesco Share of 289 pence on 16 November 2016  (being the last Business Day prior to the date of this announcement) and a premium of approximately 122 per cent. to the average Closing Price per Avesco Share of 293 pence during the one month period to 16 November 2016. 

Following careful consideration of all the above factors, the Avesco Directors believe that the Offer price of 650 pence per Avesco Share in cash provides substantial value and certainty to Avesco Shareholders and intend to recommend unanimously that Avesco Shareholders vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting.

6.       Irrevocable Undertakings

All of the Avesco Directors who hold Avesco Shares have irrevocably undertaken to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting in respect of their entire beneficial holdings, amounting to, in aggregate, 6,368,149 Avesco Shares representing approximately 33.4 per cent. of the issued share capital of Avesco on 16 November 2016 (being the last Business Day prior to the date of this announcement).  Such irrevocable undertakings shall remain binding in the event that a higher competing offer for Avesco is made.

In addition to the irrevocable undertakings from the Avesco Directors, NEP has also received an irrevocable undertaking from each of Herald Investment Trust plc, Charles Stanley & Co Limited, Mr Ian Martin and Paul Jaconelli to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting in respect of, in aggregate, 4,870,779 Avesco Shares, representing approximately 25.5 per cent. of the issued share capital of Avesco on 16 November 2016 (being the last Business Day prior to the date of this announcement).  Such irrevocable undertakings shall remain binding in the event that a higher competing offer for Avesco is made.

Further details on these irrevocable undertakings, including the circumstances in which they cease to be binding, are included in Appendix 3 to this announcement.

In total, therefore, NEP has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting in respect of 11,238,928 Avesco Shares which represent approximately 58.9 per cent. of the issued share capital of Avesco on 16 November 2016 (being the last Business Day prior to the date of this announcement).

If the Acquisition is subsequently structured as a takeover offer, all the above undertakings will take effect as irrevocable undertakings to accept such offer.

7.       Information relating to the NEP Group

NEP is a global outsourced provider of live and broadcast production solutions, with significant operations in the United States, Europe, Asia and Australia. NEP serves the premium sports, entertainment and other live events production markets, where it offers outsourced solutions, including remote production, studio production, video display and host broadcasting. NEP's service offering combines highly-trained technical experts with state-of-the-art production resources to offer a platform-agnostic solution across a wide variety of broadcasts and live events. NEP works side-by-side with clients to design tailored solutions and provide real-time support for their productions. NEP's diverse capabilities offer clients the convenience of a comprehensive solution covering technical design, video and audio content capture through to the delivery of an integrated broadcast feed. NEP has an experienced outsourced engineering team, delivering value through its extensive network of remote production solutions, fixed-location studios and control rooms, and modular video displays.

8.       Information relating to Avesco Group

Avesco was established in 1984 and is the AIM-quoted parent of an international media services group which provides specialist audio visual ("AV") equipment, lighting equipment and services to the live events, broadcast and entertainment industries. Avesco has operations in Europe, North America, the Middle East and Asia.

Following the completion of the sale of the land and buildings at Fountain Studios in February 2016 and the sale of the business and assets of Presteigne Limited in September 2016, Avesco is now focused on the provision of AV services through two divisions:

·    Creative Technology  - Avesco's largest division, Creative Technology, provides AV services for a wide variety of live events in many different settings, including conventions, trade shows, exhibitions, product and press launches, television productions, live concerts and sporting events. Creative Technology assists directors, designers and producers with technical advice, support and assistance from the earliest conceptual stages of a project; and

 

·    mclcreate  - Avesco's full-service division, offers a one-stop-shop for events including conferences, award ceremonies, AGMs and media events. These events tend to be smaller in size than those Creative Technology might supply but are often broader in the scope of the services provided. This division operates from five locations across the UK and mclcreate's customer base spans the corporate, venue, agency and exhibition sectors.

 

9.       Financing

The cash consideration payable by NEP under the terms of the Acquisition will be funded from the proceeds of an additional debt facility to be provided by Barclays Bank PLC under a credit agreement originally entered into on 26 December 2012 between, amongst others, NEP and Barclays as administrative agent.  The proceeds of the additional debt facility will be used to finance the Acquisition, to pay the fees and transaction expenses in connection with the Acquisition and for general corporate purposes.

Under the terms of the agreement establishing the additional debt facility, the borrower has agreed that, among other things, save with the consent of Barclays Bank PLC (as lender of the additional debt facility), it will not amend, vary, supplement or waive the conditions of the Scheme except to the extent required by the Code, the Panel or an English court of competent jurisdiction.

Barclays is satisfied that sufficient resources are available to NEP to satisfy in full the cash consideration payable under the terms of the Acquisition.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

10.     Management and employees

NEP recognises that it is critical to the success of the Avesco business to retain the skills, knowledge and expertise of Avesco's existing management and employee base. NEP will conduct a strategic review of the Avesco business following completion of the Acquisition. It is expected that Creative Technology Senior Management will remain in place, with Graham Andrews to continue to lead CT's US and Asia business, and David Crump to continue to lead CT's Europe and Middle East business. Both Graham and David will report directly to Kevin Rabbitt, NEP Chief Executive Officer, along with NEP's current Live Events leadership team, including Danny O'Bryen, Ron Drews, Kenneth Paterson, Cees Faber and Owen Davison. NEP does not anticipate any significant headcount reduction affecting the Avesco staff. However, there may be some headcount reductions in areas of overlapping administrative and head office functions, and duplicate facilities. 

The initial perspective on integration of Avesco is that the businesses with little or no geographic overlap (i.e., Asia, Spain, Nordics and Australia) will continue to run separately as decentralised sister companies under their current independent brands. Together, the two companies will share inventory and increase utilization where appropriate, with top-level sales coordination and alignment to provide the best service to clients worldwide, while working to grow their collective businesses. In the U.S., Creative Technology will continue to run separately from NEP's existing businesses in the Live Events segment, including Sweetwater and Screenworks.  In areas where there are overlapping businesses (i.e., the Netherlands, Germany, UK, UAE), there will be a plan put in place to integrate over time. Following the close of the Acquisition, it is anticipated that Cees Faber will oversee and manage the NEP Live Events businesses in the Netherlands and Germany, and David Crump will oversee and manage the NEP Live Events businesses in the UK and UAE. The above does not impact any prior announcements made by Avesco in regards to Fountain Studios.

In light of the significance of key management, in particular, Graham Andrews and David Crump, there have been limited discussions between NEP and those two individuals regarding incentivisation arrangements, including whether they might invest in the group going forward.  No agreement has been reached on the terms on which any such investment might be made and any such terms would be agreed following completion of the Acquisition. Investment by key management would be consistent with the approach taken by NEP in relation to other acquisitions made by NEP in recent years. No firm incentive arrangements are in place at this stage and NEP intends to put appropriate incentives in place following closing of the Acquisition, for key managers and others, such that the interests of key management and the enlarged group are aligned.

While only limited discussions have taken place, finnCap considers that it is fair and reasonable for the key management, Graham Andrews and David Crump, to participate in an incentive package consistent with the approach taken by NEP with the key employees of other acquired businesses and which may include an investment in NEP going forward.

NEP confirms that, following completion of the Acquisition, the existing contractual and statutory employment rights, including  in  relation  to  pensions, of  Avesco's management and employees will  be  fully  safeguarded.

11.     LTRP

The Acquisition will not have an impact on the ongoing operation of the LTRP.  The Acquisition will, however, constitute a change of control for the purposes of the rules of the LTRP such that each LTRP participant will be automatically allocated a share of the LTRP fund based on the time at which a change of control occurs and that minimum amount will be payable to LTRP participants. Such amount will remain payable (as currently) to LTRP participants on the original vesting dates set out in the rules of the LTRP, being January 2018 (as to 50 per cent. of their entitlement) and January 2019 (as to the remaining 50% of their entitlement) conditional on the LTRP participant remaining in employment by the Avesco Group until these vesting dates.

Participants in the LTRP will be sent separate letters setting out full details on the effect of the Acquisition on their rights under the LTRP. Further details will be set out in the Scheme Document.

12.     Offer-related Arrangement

          Confidentiality Agreement

On 13 September 2016, NEP and Avesco entered into a confidentiality agreement in relation to the Acquisition, pursuant to which, amongst other things, they each undertook, subject to certain exceptions, to keep information relating to NEP and Avesco confidential and not to disclose it to third parties.

13.     Structure of the Acquisition

It is intended that the Acquisition will be effected by way of a Court-sanctioned scheme of arrangement between Avesco and the Scheme Shareholders, under Part 26 of the Companies Act.  The procedure involves, among other things, an application by Avesco to the Court to sanction the Scheme and the transfer of the Scheme Shares held by Scheme Shareholders to NEP Group Inc. (or a direct or indirect wholly-owned subsidiary of NEP Group Inc.), in consideration for which the Scheme Shareholders will receive cash on the basis described in paragraph 2 above. The purpose of the Scheme is for NEP Group Inc. (or a direct or indirect wholly-owned subsidiary of NEP Group Inc.) to become the owner of the entire issued share capital of Avesco.

The Scheme is subject to the Conditions and certain further terms referred to in Appendix 1 to this announcement and to be set out in the Scheme Document, and will only become effective if, among other things, the following events occur on or before 1 March 2017 or such later date as NEP and Avesco may, with the consent of the Panel, agree and, if required, the Court may approve:

·      approval of the Scheme 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 three-quarters or more in value of the Scheme Shares held by those Scheme Shareholders and such Court Meeting being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date (if any) as may be agreed by Avesco and NEP);

·      the resolutions necessary to approve and implement the Scheme are passed by the requisite majority of Avesco Shareholders at the General Meeting and such General Meeting being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date (if any) as may be agreed by Avesco and NEP);

·      the sanction of the Scheme (with or without modification, on terms agreed by NEP and Avesco) by the Court on or before the 22nd day after the expected date of the Court Hearing to be set out in the Scheme Document (or such later date (if any) as may be agreed between Avesco and NEP); and

·      the delivery of an office copy of the Scheme Court Order to the Registrar of Companies.

Upon the Scheme becoming effective: (i) it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of Scheme Shares will cease to be valid and entitlements to Scheme Shares held within the CREST system will be cancelled.

If the Scheme does not become effective on or before 1 March 2017 (or such later date as NEP and Avesco may, with the consent of the Panel and, if required, the Court, agree), it will lapse and the Acquisition will not proceed (unless the Panel otherwise consents).

The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition, and will specify the necessary actions to be taken by Avesco Shareholders. The Scheme Document will be posted to Avesco Shareholders and, for information only, to persons with information rights, as soon as practicable. Subject, amongst other things, to the satisfaction or waiver of the Conditions, it is expected that the Scheme will become effective by the end of December 2016.

14.     Delisting and re-registration

It is intended that dealings in Avesco Shares will be suspended at 5.00 p.m. London time on the Business Day prior to the Scheme Court Hearing. It is further intended that an application will be made to the London Stock Exchange for the cancellation of the admission of the Avesco Shares to trading on AIM, with effect from shortly following the Effective Date.

It is also intended that, following the Scheme becoming effective, Avesco will be re-registered as a private company under the relevant provisions of the Companies Act.

15.     Disclosure of interests in Avesco

          As at the close of business on 16 November 2016, being the latest practicable date prior to this Announcement, other than the irrevocable undertakings described at paragraph 6 above, neither NEP nor the directors of NEP nor, so far as NEP is aware, any person acting in concert with NEP, had any interest in, right to subscribe for, or had borrowed or lent any Avesco Shares or securities convertible or exchangeable into Avesco Shares, nor did any such person have any short position (whether 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 take delivery, or any dealing arrangement of the kind referred to in Note 11 of the definition of acting in concert in the Code, in relation to Avesco Shares or in relation to any securities convertible or exchangeable into Avesco Shares.

          In the interests of secrecy prior to releasing this Announcement, it has not been practicable for NEP to have made any enquiries of certain parties who may be deemed by the Panel to be acting in concert with NEP.  Enquiries of such parties will be made as soon as practicable following the date of this Announcement and NEP confirms that further disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) of Rule 8 of the Code will be made as soon as possible, if required.

16.     Overseas shareholders

The availability of the Acquisition or the distribution of this announcement to Avesco Shareholders who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction.  Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Avesco Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

This announcement does not constitute an offer for sale for any securities or an offer or an invitation to purchase any securities. Avesco Shareholders are advised to carefully read the Scheme Document and related Forms of Proxy once these have been dispatched.

17.     Documents published on a website

Copies of the following documents will, by no later than 12 noon (London time) on 18 November 2016, be published on Avesco's website at http://www.avesco.com  and NEP's website at http://www.nepinc.com until the end of the Acquisition:

·        the irrevocable undertakings referred to in paragraph 6;

·        the debt facility referred to in paragraph 9;

 

·        the confidentiality agreement referred to in paragraph 12; and

 

·        a copy of this announcement.

18.     General

The Acquisition will be subject to the Conditions and certain further terms set out in Appendix 1 and the further terms and conditions to be set out in the Scheme Document when issued.

In deciding whether or not to vote or procure votes in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting, Avesco Shareholders should rely on the information contained, and follow the procedures described in, the Scheme Document.

Barclays, EY and finnCap have each given and not withdrawn their consent to the publication of this announcement with the inclusion herein of the references to their names in the form and context in which they appear.

The Scheme will be governed by English law and will be subject to the jurisdiction of the courts of England and Wales. The Scheme will be subject to the applicable requirements of the Code, the Panel and the London Stock Exchange.

The bases 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.

Enquiries

Camarco (PR Advisers to Avesco)
Hazel Stevenson
Billy Clegg

+44 (0) 20 3757 4989

EY (Financial Adviser to Avesco)
Justin Prichard
Julie Green


+44 (0)20 7951 2000

finnCap (Rule 3 Adviser to Avesco)
Julian Blunt
James Thompson


+44 (0)20 7220 0500

NEP
Kevin Rabbitt, Chief Executive Officer

Gerry Delon, Chief Financial Officer


+1 800 444 0054

Barclays Bank PLC, acting through its Investment Bank (Financial Adviser to NEP)
Scott Wisniewski
James Colburn


+44 (0)20 7623 2323

 

EY, which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to Avesco in connection with the Acquisition and will not be acting for any other person or otherwise be responsible to any other person for providing the protections afforded to customers of EY. EY accordingly disclaims to the fullest extent permissible by law all and any liability to any person who is not a client of EY whether in tort, contract or otherwise.

finnCap, which is authorised and regulated by the FCA, is acting exclusively for Avesco and no-one else in connection with the Acquisition and will not be responsible to anyone other than Avesco for providing the protections afforded to clients of finnCap nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

Barclays, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting exclusively for NEP and no one else in connection with the Acquisition and will not be responsible to anyone other than NEP for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Acquisition or any other matter referred to in this announcement.

Further information

This announcement is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Avesco in any jurisdiction in contravention of applicable law. The Acquisition will be made solely by means of the Scheme Document, which will contain the full terms and conditions of the Acquisition including details of how to vote in respect of the Scheme.  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.

Overseas jurisdictions

The availability of the Acquisition to Avesco Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens.  Persons who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas shareholders will be contained in the Scheme Document.

The release, publication or distribution of this announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements.  Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction.  To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.  This announcement has been prepared for the purposes of complying with English law, the AIM Rules, the rules of the London Stock Exchange and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England.

Copies of this announcement and the formal documentation relating to the Scheme and the Acquisition will not be, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction.

US Holders should note that the Acquisition relates to the securities of a UK company, is subject to UK disclosure requirements (which are different from those of the US) and is proposed to be implemented under 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 under the US Exchange Act. Accordingly, the Scheme will be subject to UK disclosure requirements and practices, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this announcement and the Scheme documentation has been or will have been prepared in accordance with IFRS and thus 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 US. If NEP exercises its right to implement the Acquisition of the Avesco Shares by way of a takeover offer, such offer will be made in compliance with applicable US tender offer and securities laws and regulations.

The receipt of cash pursuant to the Acquisition by a US Holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Avesco Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

It may be difficult for US Holders to enforce their rights and claims arising out of the US federal securities laws, since Avesco is located outside the US, and some or all of its officers and directors may be residents of countries other than the US. US Holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of 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.

In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, NEP or its nominees or its brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Avesco Shares outside of the United States, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. In addition, in accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in Avesco securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Forward looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by NEP and Avesco contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of NEP and Avesco about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on NEP and Avesco, the expected timing and scope of the Acquisition and other statements other than historical facts.  Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved.  Although NEP and Avesco believe that the expectations reflected in such forward-looking statements are reasonable, NEP and Avesco can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future.  There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to consummate the Acquisition; the ability to obtain requisite shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; the ability of NEP and Avesco to successfully integrate their respective operations and retain key employees; the potential impact of the announcement or consummation of the Acquisition on relationships, including with employees, suppliers, customers and competitors; and changes in general economic, business and political conditions. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither NEP nor Avesco, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules and the Disclosure and Transparency Rules of the FCA, as applicable), neither NEP nor Avesco is under any obligation, and NEP and Avesco expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. 

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 NEP or Avesco, respectively for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for NEP or Avesco, respectively.

Dealing disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 pm (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 Code, any person who is, or becomes, interested in 1% 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(s), 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 pm (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).

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 Takeover 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.

Publication on website

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on NEP's website at http://www.nepinc.com and Avesco's website at http://www.avesco.com by no later than 12 noon (London time) on the Business Day following this announcement. For the avoidance of doubt, the contents of these websites are not incorporated by reference and do not form part of this announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this announcement by contacting the Company Secretary of Avesco during business hours on +44 (0) 1293 583 400 or by submitting a request in writing to the Company Secretary of Avesco at Unit E2, Sussex Manor Business Park, Gatwick Road, Crawley RH10 9NH.  For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other information provided by Avesco Shareholders, persons with information rights and other relevant persons for the receipt of communications from Avesco may be provided to NEP during the offer period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c).

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Code, Avesco confirms that as at the date of this announcement it has in issue and admitted to trading on AIM 19,075,583 ordinary shares of 10 pence each. The International Securities Identification Number (ISIN) of the ordinary shares is GB0000653229.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments.  Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.



 

Appendix 1: Conditions and Certain Further Terms of the Scheme and the Acquisition

A.         Conditions to the Scheme and Acquisition

1.         The Acquisition will be conditional upon the Scheme becoming unconditional and becoming effective, subject to the provisions of the Code, by no later than 1 March 2017 or such later date (if any) as NEP and Avesco may, with the consent of the Panel, agree and (if required) the Court may approve.

2.         The Scheme will be conditional upon:

(a)        approval of the Scheme 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 three-quarters or more in value of the Scheme Shares held by those Scheme Shareholders and such Court Meeting being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date (if any) as may be agreed by Avesco and NEP);

(b)        the resolutions required to approve and implement the Scheme as set out in the notice of the General Meeting (including, without limitation, the Special Resolution) being duly passed by the requisite majority at the General Meeting and such General Meeting being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date (if any) as may be agreed by Avesco and NEP);

(c)        the sanction of the Scheme with or without modification, on terms agreed by NEP and Avesco by the Court on or before the 22nd day after the expected date of the Court Hearing to be set out in the Scheme Document (or such later date (if any) as may be agreed between Avesco and NEP); and

(d)        the delivery of an office copy of the Scheme Court Order to the Registrar of Companies.

3.         In addition, NEP and Avesco have agreed that, subject as stated in Part B below, the Acquisition will be conditional upon the following matters and, accordingly, the necessary actions to make the Scheme effective will not be taken unless such conditions (as amended, if appropriate) have been satisfied or, where relevant, waived:

(a)        no Third Party having intervened (as defined below) and there not continuing to be outstanding any statute, regulation or order of any Third Party, in each case which would or might reasonably be expected to:

(i)         make the Acquisition or its implementation or the acquisition or proposed acquisition by NEP or any member of the Wider NEP Group of any shares or other securities in, or control or management of, Avesco or any member of the Wider Avesco Group void, illegal or unenforceable in any jurisdiction, or otherwise directly or indirectly prevent, prohibit, or materially restrain, restrict or delay the same or impose additional conditions or obligations with respect to the Acquisition or such acquisition, or otherwise materially impede, challenge or interfere with the Acquisition or such acquisition, or require amendment to the terms of the Acquisition or the acquisition or proposed acquisition of any Avesco Shares or the acquisition of control or management of Avesco or the Wider Avesco Group by Wider NEP or any member of the NEP Group;

(ii)         limit or delay, or impose any material limitations on, the ability of any member of the Wider NEP Group or any member of the Wider Avesco Group to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other securities in, or to exercise voting or management control over, any member of the Wider Avesco Group or any member of the Wider NEP Group;

(iii)        require, prevent or materially delay the divestiture or materially alter the terms envisaged for any proposed divestiture by any member of the Wider NEP Group or the Wider Avesco Group of any shares or other securities in the Wider NEP Group or any member of the Wider Avesco Group or of all or any portion of their respective businesses, product lines, assets or properties or materially limit the ability of any of them to conduct any of their respective businesses or to own or control any of their respective assets or properties or any part thereof;

(iv)        impose any limitation on, or result in a delay in, the ability of any member of the Wider NEP Group directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or loans or other securities (or the equivalent) in Avesco or on the ability of any member of the Wider Avesco Group or any member of the Wider NEP Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or loans or any other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider Avesco Group to an extent which is material in the context of the Wider NEP Group taken as a whole or the Wider Avesco Group taken as a whole or material in the context of the Acquisition (as the case may be);

(v)         except pursuant to sections 974 to 991 of the Companies Act, require any member of the Wider NEP Group or of the Wider Avesco Group to acquire, or to offer to acquire, any shares or other securities (or the equivalent) in any member of either group owned by any third party;

(vi)        materially limit, or result in a material delay in, the ability of any member of the Wider NEP Group or of the Wider Avesco Group to conduct or integrate or co‑ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider NEP Group or of the Wider Avesco Group;

(vii)       require any member of the Wider Avesco Group to relinquish, terminate or amend in any material way any material contract to which any member of the Wider Avesco Group or the Wider NEP Group is a party;

(viii)       result in any member of the Wider NEP Group or Wider Avesco Group or the Wider NEP Group ceasing to be able to carry on business under any name under which it presently does so in any jurisdiction; or

(ix)        otherwise materially adversely affect any or all of the business, assets, profits, liabilities, financial or trading position of any member of the Wider Avesco Group or of the Wider NEP Group,

and all applicable waiting and other time periods during which any Third Party could intervene under the laws of any relevant jurisdiction having expired, lapsed or been terminated;

(b)        all Authorisations, which are necessary or are reasonably considered necessary by NEP in any relevant jurisdiction for or in respect of the Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Avesco or any other member of the Wider Avesco Group by any member of the Wider NEP Group or the carrying on by any member of the Wider Avesco Group of its business having been obtained, in terms and in a form reasonably satisfactory to NEP, from all appropriate Third Parties or from any persons or bodies with whom any member of the Wider Avesco Group has entered into contractual arrangements, in each case where the absence of such Authorisation would or might reasonably be expected to have a material adverse effect on the Wider Avesco Group taken as a whole and all such Authorisations remaining in full force and effect and there being no notice or intimation of any intention to revoke, suspend, restrict, modify or not to renew any of the same;

(c)        since 30 September 2015 and except as Disclosed, there being no provision of any arrangement, agreement, licence, permit, franchise or other instrument to which any member of the Wider Avesco Group is a party, or by or to which any such member or any of its assets is or are or may be bound, entitled or subject or any circumstance, which, in each case as a consequence of the Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control of, Avesco or any other member of the Wider Avesco Group by any member of the Wider NEP Group or otherwise, might reasonably be expected to result in (in any case to an extent which might reasonably be expected to be material in the context of the Wider Avesco Group taken as a whole):

(i)         any monies borrowed by or any other indebtedness or liabilities (actual or contingent) of, or any grant available to, any member of the Wider Avesco Group being or becoming repayable or capable of being declared repayable immediately or prior to its stated maturity date or repayment date or the ability of any member of the Wider Avesco Group to borrow monies or incur any indebtedness being withdrawn or inhibited or becoming capable of being withdrawn or inhibited;

(ii)         the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any member of the Wider Avesco Group or any such mortgage, charge or other security interest (wherever created, arising or having arisen) becoming enforceable;

(iii)        any such arrangement, agreement, licence, permit, franchise or instrument, or the rights, liabilities, obligations or interests of any member of the Wider Avesco Group thereunder, being, or becoming capable of being, terminated or adversely modified or affected or any adverse action being taken or any obligation or liability arising thereunder;

(iv)        any liability of any member of the Wider Avesco Group to make any severance, termination, bonus or other payment to any employee or key producer of the Wider Avesco Group;

(v)         any asset or interest of any member of the Wider Avesco Group being or falling to be disposed of or charged or ceasing to be available to any member of the Wider Avesco Group or any right arising under which any such asset or interest could be required to be disposed of or could cease to be available to any member of the Wider Avesco Group otherwise than in the ordinary course of business;

(vi)        any member of the Wider Avesco Group ceasing to be able to carry on business under any name under which it presently does so in any jurisdiction;

(vii)       the creation or acceleration of any liabilities (actual or contingent) by any member of the Wider Avesco Group other than in the ordinary course of business;

(viii)       any requirement on any such member to acquire, subscribe, pay up or repay any shares or other securities;

(ix)        the rights, liabilities, obligations or interests of any member of the Wider Avesco Group under any such arrangement, agreement, licence, permit, franchise or other instrument or the interests or business of any such member in or with any other person, firm, company or body (or any arrangement or arrangements relating to any such interests or business) being terminated or adversely modified or affected; or

(x)        the financial or trading position or the value of any member of the Wider Avesco Group being prejudiced or adversely affected,

and no event having occurred which, under any provision of any such arrangement, agreement, licence, permit or other instrument, would or might reasonably be expected to result in any of the events or circumstances which are referred to in paragraphs (i) to (x) of this Condition (c) in any case to an extent which would or might reasonably be expected to be material in the context of the Wider Avesco Group taken as a whole;

(d)        since 30 September 2015 and except as Disclosed no member of the Wider Avesco Group having:

(i)         entered into, terminated or varied the terms of or made any offer (which remains open for acceptance) to enter into or vary the terms of, any contract, agreement, commitment, transaction or arrangement with any person employed by any member of the Wider Avesco Group, including entering into any such arrangement which would result in any liability of any member of the Wider Avesco Group to make any severance, termination, bonus or other payments to any of its directors or other officers, which would or might reasonably be expected to be material in the context of the Acquisition or which would or might reasonably be expected to have a material adverse effect on the financial position of the Wider Avesco Group taken as a whole;

(ii)         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 Avesco Group;

(iii)        made or agreed or consented to:

(A)        any change:

(I)         to the terms of the trust deeds constituting the pension scheme(s) established for its directors, employees or their dependants;

(II)         the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;

(III)        the basis on which qualification for, or accrual or entitlement to such benefits or pensions are calculated or determined;

(IV)       the basis upon which the liabilities (including pensions) or such pension schemes are funded, valued or made; or

(B)        any change to the trustees including the appointment of a trust corporation,

in each case, which would or might reasonably be expected to have a material effect in the context of the Wider Avesco Group taken as a whole;

(iv)        issued or agreed to issue, or authorised the issue of, additional shares of any class, or securities convertible into or exercisable or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or transferred or sold or agreed or authorised or proposed the sale of any shares out of treasury, other than as between Avesco and wholly‑owned subsidiaries of Avesco;

(v)         purchased or redeemed or repaid any of its own shares or other securities or reduced or made any other change to any part of its share capital to an extent which (other than in the case of Avesco) would or might reasonably be expected to be material in the context of the Wider Avesco Group taken as a whole;

(vi)        recommended, declared, paid or made any dividend or other distribution whether payable in cash or otherwise or made any bonus issue (other than to Avesco or a wholly‑owned subsidiary of Avesco);

(vii)       made or authorised any change in its loan capital;

(viii)       entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merged with, demerged or acquired any body corporate, partnership or business or acquired or disposed of or transferred, mortgaged, charged or created any security interest over any assets or any right, title or interest in any assets (including shares in any undertaking and trade investments) or authorised the same (in each case to an extent which would or might reasonably be expected to be material in the context of the Wider Avesco Group taken as a whole);

(ix)        issued or authorised the issue of, or made any change in or to, any debentures or (except in the ordinary course of business or except as between Avesco and its wholly-owned subsidiaries or between such wholly-owned subsidiaries) incurred or increased any indebtedness or liability (actual or contingent) which in any case would or might reasonably be expected to be material in the context of the Wider Avesco Group taken as a whole;

(x)        entered into, varied, or authorised any agreement, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which:

(A)        is of a long term, onerous or unusual nature or magnitude or which is reasonably likely to involve an obligation of such nature or magnitude; or

(B)        is reasonably likely to restrict the business of any member of the Wider Avesco Group; or

(C)        is other than in the ordinary course of business,

and which would reasonably be expected to be material in the context of the Wider Avesco Group taken as a whole;

(xi)        entered into, implemented, effected or authorised any merger, demerger, reconstruction, amalgamation, scheme, commitment or other transaction or arrangement in respect of itself or another member of the Wider Avesco Group;

(xii)       (except in the case of any member of the Wider Avesco Group which is dormant and which was solvent at the relevant time) taken any corporate action or had any legal proceedings instituted or threatened against it or petition presented or order made for its winding‑up (voluntarily or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any material part of its assets and revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction which in any case would or might reasonably be expected to be material in the context of the Wider Avesco Group taken as a whole;

(xiii)      been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xiv)      settled, waived or compromised any claim otherwise than in the ordinary course of business which would or might reasonably be expected to be material in the context of the Wider Avesco Group taken as a whole;

(xv)       entered into or changed the terms of, or made any offer (which remains open for acceptance) to enter into or vary the terms of, any contract, service agreement, commitment, transaction or arrangement which would be materially restrictive on the business of any member of the Wider Avesco Group or the Wider NEP Group other than in the ordinary course of the business concerned;

(xvi)      terminated or varied the terms of any agreement or arrangement between any member of the Wider Avesco Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Wider Avesco Group taken as a whole;

(xvii)      made any alteration to its articles of association other than in connection with the Acquisition; or

(xviii)     entered into any agreement, commitment or arrangement or passed any resolution or made any offer (which remains open for acceptance) or proposed or announced any intention with respect to any of the transactions, matters or events referred to in this Condition (d);

(e)        since 30 September 2015 and except as Disclosed:

(i)         there having been no adverse change or deterioration in the business, assets, financial or trading positions, profit  of any member of the Wider Avesco Group which in any case is material in the context of the Wider Avesco Group taken as a whole;

(ii)         no contingent or other liability of any member of the Wider Avesco Group having arisen or become apparent or increased which in any case would or would reasonably be expected to be of material significance in the context of the Wider Avesco Group taken as a whole;

(iii)        no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Avesco Group is or may become a party (whether as plaintiff, defendant or otherwise) having been threatened, announced, implemented or instituted by or against or remaining outstanding against or in respect of any member of the Wider Avesco Group which would or would reasonably be expected to be of material significance in the context of the Wider Avesco Group taken as a whole;

(iv)        (other than as a result of the Acquisition) no enquiry or investigation by, or complaint or reference to, any Third Party having been threatened, announced, implemented, instituted by or against or remaining outstanding against or in respect of any member of the Wider Avesco Group which in any case would or would reasonably be expected to be of material significance in the context of the Wider Avesco Group taken as a whole;

(v)         other than with the consent of NEP, no action having been taken or proposed by any member of the Wider Avesco Group, or having been approved by Avesco Shareholders or consented to by the Panel, which falls or would fall within or under Rule 21.1 of the Code or which otherwise is or would be materially inconsistent with the implementation by NEP of the Acquisition on the basis contemplated as at the date of this announcement; and

(vi)        no member of the Wider Avesco Group having conducted its business in breach of any applicable laws and regulations which in any case is material in the context of the Wider Avesco Group taken as a whole;

(f)         except as Disclosed, NEP not having discovered:

(i)         that any financial or business or other information concerning the Wider Avesco Group disclosed at any time by or on behalf of any member of the Wider Avesco Group, whether publicly, to any member of the Wider NEP Group or to any of their advisers or otherwise, is misleading or contains any misrepresentation of fact or omits to state a fact necessary to make any information contained therein not misleading to an extent which in any case is material in the context of the Wider Avesco Group taken as a whole;

(ii)         that any member of the Wider Avesco Group is subject to any liability (actual or contingent) which in any case is material in the context of the Wider Avesco Group taken as a whole; or

(iii)        any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider Avesco Group to an extent which in any case is material in the context of the Wider Avesco Group taken as a whole; and

(g)        save as Disclosed, NEP not having discovered that:

(i)         any past or present member of the Wider Avesco Group has paid or agreed to pay any bribe, including any 'inducement fee', given or agreed to give any similar gift or benefit or paid or agreed to pay to a concealed bank account or fund to or for the account of, any customer, supplier, governmental official or employee, representative of a political party, or other person for the purpose of obtaining or retaining business or otherwise engaged in any activity, done such things (or omitted to do such things) in contravention of the UK Bribery Act 2010, the US Foreign Corrupt Practices Act 1977 or any other applicable anti-corruption legislation;

(ii)         any past or present member of the Wider Avesco Group has engaged in any business with or made any investments in, or made any payments to, (i) any government, entity or individual with which US or European Union persons are prohibited from engaging in activities or doing business by US or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control or (ii) any government, entity or individual targeted by any of the economic sanctions of the United Nations, the European Union, or the United Kingdom; or

(iii)        any asset of any member of the Wider Avesco Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

For the purpose of these Conditions:

(a)        "Authorisations" means authorisations, orders, grants, recognitions, determinations, certificates, confirmations, consents, licences, clearances, provisions and approvals;

(b)        "Disclosed" means information (i) disclosed by, or on behalf of, Avesco in: (A) Avesco's annual reports and accounts for the year ended 30 September 2015; (B) Avesco's interim results for the six months ended 31 March 2016; (C) as otherwise publicly announced by Avesco no later than one Business Day prior to the date of this announcement through a Regulatory Information Service; (D) in this announcement; or (ii) fairly disclosed in the management diligence sessions held between NEP and Avesco on 5 October 2016, 25 October 2016, 26 October 2016, 1 November 2016 and 2 November 2016 or fairly disclosed in the virtual data room operated by or on behalf of Avesco in respect of the Acquisition no later than one Business Day prior to the date of this announcement, in each case (without prejudice to the application of the Code) disregarding risk factor disclosures contained under the heading "Risk Factors", or disclosure or risks set forth in any "forward-looking statements" disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature;

(c)        a Third Party shall be regarded as having "intervened" if it has announced or given notice in writing to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or made, proposed or enacted any statute, regulation, decision or order (and in each case, not having withdrawn the same) or taken any measures or other steps or required any action to be taken or information to be provided or otherwise having done anything and "intervene" shall be construed accordingly; and

(d)        "Third Party" means any central bank, government, government department or governmental, quasi‑governmental, supranational, statutory, regulatory, environmental or investigative body, authority (including any national or supranational anti‑trust or merger control authority), court, trade agency, association, institution or professional or environmental body or any other person or body whatsoever in any relevant jurisdiction, including, for the avoidance of doubt, the Panel.

B.         Certain further terms of the Scheme and the Acquisition

1.         Conditions 3(a) to 3(g) (inclusive) must be fulfilled, be determined by NEP to be or remain satisfied or (if capable of waiver) be waived by 11.59 p.m. on the date immediately preceding the date of the Scheme Court Hearing, failing which the Scheme will lapse.

2.         Notwithstanding the paragraph above and subject to the requirements of the Panel, NEP reserves the right in its sole discretion to waive all or any of Conditions 3(a) to 3(g) inclusive, in whole or in part and to proceed with the Scheme Court Hearing prior to the fulfilment, satisfaction or waiver of any of the Conditions 3(a) to 3(g) inclusive.

3.         NEP shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions 3(a) to 3(g) (inclusive) by a date earlier than the latest date specified above for the fulfilment of that Condition, notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are, at such earlier date, no circumstances indicating that any Condition may not be capable of fulfilment.

4.         NEP reserves the right to elect to implement the Acquisition by way of a takeover offer (as defined in Part 28 of the Companies Act), subject to the Panel's consent. In such event, such Offer will be implemented on the same terms and conditions (subject to appropriate amendments, including (without limitation) an acceptance condition set at 75 per cent. (or such other percentage (being more than 50 per cent.) as NEP may decide (subject to the Panel's consent) of the shares to which such Offer relates) so far as applicable, as those which would apply to the Scheme.

5.         If the Panel requires NEP to make an offer or offers for any Avesco Shares under the provisions of Rule 9 of the Code, NEP may make such alterations to the Conditions as are necessary to comply with the provisions of that Rule.

6.         The Acquisition will be subject, inter alia, to the Conditions and certain further terms which are set out in this Appendix 1 and those terms which will be set out in the Scheme Document and such further terms as may be required to comply with the AIM Rules and the provisions of the Code.

7.         The Acquisition will lapse if the UK Competition Authority refers the Acquisition to the Competition Commission or, as the case may be, makes a reference initiating a Phase 2 investigation, or the European Commission either initiates proceedings under Article 6(1)(c) of the Regulation or makes a referral to a competent authority of the United Kingdom under Article 9(1) of the Regulation and there is then a reference to the Competition Commission (or, as the case may be, a Phase 2 investigation) before the date of the Court Meeting.

8.         Avesco Shares will be acquired by NEP fully paid and free from all liens, equitable interests, charges, encumbrances and other third party rights of any nature whatsoever and together with all rights attaching to them, including the right to receive and retain all dividends and distributions (if any) declared, made or payable after the date of this announcement.

9.         NEP reserves the right for any other member of the Wider NEP Group from time to time to implement the Acquisition.

10.        This announcement and any rights or liabilities arising hereunder, the Acquisition, the Scheme, and any proxies will be governed by English law and be subject to the jurisdiction of the courts of England and Wales. The Scheme will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA.

11.        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. Further information in relation to overseas shareholders will be contained in the Scheme Document.

12.        Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.



 

 

Appendix 2: Bases and Sources

a)   The value attributed to the existing issued share capital of Avesco is based upon 19,075,583 Avesco Shares (excluding 1,877,318 Avesco Shares held as treasury shares on such date).  There are no outstanding options over Avesco Shares.

b)   Unless otherwise stated, the financial information on Avesco is extracted (without material adjustment) from Avesco's Annual Report and Accounts for the year ended 30 September 2015 and from the announcement of Avesco's interim results for the six months ended 31 March 2016.

c)   The market prices of the Avesco Shares are the closing middle market quotations as derived from the Daily Official List.



 

Appendix 3: Details of Irrevocable Undertakings

The following holders of Avesco Shares have given irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting in relation to the following Avesco Shares:

Directors

Name

Number of Avesco Shares

Percentage of existing issued share capital of Avesco

Richard Murray

5,181,211

27.2%

Graham Andrews

570,183

3.0%

David Crump

416,384

2.2%

John Christmas

200,371

1.1%

 

The undertakings referred to above will remain binding if a higher competing offer for Avesco is made. The undertakings will cease to be binding if: (i) the Panel consents to NEP not proceeding with the Acquisition and NEP notifies the Company of its decision not to proceed with the Acquisition; or (ii) the Scheme does not become effective by 1 March 2017 (other than in circumstances where NEP has elected to proceed by way of takeover offer and such offer has not lapsed or been withdrawn).

 Institutional and Other Shareholders

Name

Number of Avesco Shares

Percentage of existing issued share capital of Avesco

Herald Investment Trust plc

2,382,018

12.5%

Charles Stanley & Co Limited

1,343,951

7.0%

Mr Ian Martin

607,687

3.2%

Paul Jaconelli

537,123

2.8%

 

The undertakings referred to above will remain binding if a higher competing offer for Avesco is made. The undertakings will cease to be binding if: (i) the Panel consents to NEP not proceeding with the Acquisition and NEP notifies the Company of its decision not to proceed with the Acquisition; or (ii) the Scheme does not become effective by 1 March 2017 (other than in circumstances where NEP has elected to proceed by way of takeover offer and such offer has not lapsed or been withdrawn).

 

 

 

 

 

 

 

 

 

Appendix 4: Definitions

The following definitions apply throughout this announcement unless the context requires otherwise.

"£", "Sterling", "pence" or "p"

the lawful currency of the UK

"Acquisition"

the direct or indirect acquisition of the entire issued share capital of Avesco by NEP Group Inc. or any direct or indirect wholly owned subsidiary of NEP Group Inc. (other than Avesco Shares already held by NEP, if any) to be implemented by means of the Scheme or (should NEP so elect, subject to the consent of the Panel (where necessary)) by way of an Offer

"AIM"

AIM, a market operated by the London Stock Exchange

"AIM Rules"

the AIM Rules for Companies published by the London Stock Exchange from time to time

"Avesco"

Avesco Group plc

"Avesco Directors"

the directors of Avesco

"Avesco Group"

Avesco and its subsidiary undertakings

"Avesco Shares"

ordinary shares of 10 pence each in the capital of Avesco

"Avesco Shareholders"

the registered holders of Avesco Shares from time to time

"Barclays"

Barclays Bank PLC, acting through its Investment Bank

"Business Day"

a day (other than Saturdays, Sundays and public holidays in the UK) on which banks are open for business in the City of London

"Closing Price"

the closing middle market price of a Avesco Share on a particular trading day and derived from the Daily Official List;

"Code"

the City Code on Takeovers and Mergers

"Companies Act"

the Companies Act 2006, as amended from time to time

"Conditions"

the conditions to the implementation of the Acquisition (including the Scheme) as set out in Appendix 1 to this announcement and to be set out in the Scheme Document

"Court"

the High Court of Justice of England and Wales

"Court Meeting"

the meeting of the Scheme Shareholders to be convened by order of the Court pursuant to section 896 of the Companies Act, notice of which will be set out in the Scheme Document, for the purpose of approving the Scheme, including any adjournment thereof

"CREST"

the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755)) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in such Regulations) in accordance with which securities may be held and transferred in uncertificated form

"Daily Official List"

AIM appendix of the daily official list of the London Stock Exchange

"Dealing Disclosure"

an announcement pursuant to Rule 8 of the Code containing details of dealings in interests in relevant securities of a party to an offer

"Effective Date"

the date upon which the Scheme becomes effective in accordance with its terms

"Excluded Shares"

(i) any Avesco Shares beneficially owned by NEP or any other member of the NEP Group; (ii) any Avesco Shares held in treasury by Avesco; and (iii) any other Avesco Shares which NEP and Avesco agree will not be subject to the Scheme

"EY"

Ernst & Young LLP

"FCA"

the Financial Conduct Authority

"finnCap"

finnCap Limited

"Forms of Proxy"

the form of proxy in connection with each of the Court Meeting and the General Meeting, which shall accompany the Scheme Document

"General Meeting"

the general meeting of Avesco to be convened in connection with the Scheme, notice of which will be set out in the Scheme Document, including any adjournment thereof

"IFRS"

International Financial Reporting Standards

"London Stock Exchange"

London Stock Exchange plc

"LTRP"

The Avesco Group plc Long Term Retention Plan Rules

"NEP"

NEP Group Inc., or, where the context so requires, a direct or indirect wholly-owned subsidiary of NEP Group Inc. elected by NEP Group Inc. and notified in writing to Avesco to be the purchaser of Avesco pursuant to the Acquisition

"NEP Group"

NEP Group Inc. and its subsidiary undertakings

"Offer"

if (subject to the consent of the Panel) NEP elects to effect the Acquisition by way of a takeover offer, the offer to be made by or on behalf of NEP to acquire the issued share capital of Avesco on the terms and subject to the conditions to be set out in the related offer document

"Panel"

the Panel on Takeovers and Mergers

"Registrar of Companies"

the Registrar of Companies in England and Wales

"Regulatory Information Service"

any information service authorised from time to time by the FCA for the purpose of disseminating regulatory announcements

"Restricted Jurisdictions"

any jurisdiction where the extension or availability of the Scheme or Offer would breach any applicable law

"Scheme"

the scheme of arrangement proposed to be made under Part 26 of the Companies Act between Avesco and the Scheme Shareholders, with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by Avesco and NEP

"Scheme Court Hearing"

the hearing of the Court to sanction the Scheme

"Scheme Court Order"

the order of the Court sanctioning the Scheme under Part 26 of the Companies Act

"Scheme Document"

the document to be sent to (among others) Avesco Shareholders containing and setting out, among other things, the full terms and conditions of the Scheme and containing the notices convening the Court Meeting and General Meeting

"Scheme Record Time"

the time and date specified in the Scheme Document, expected to be 6.00 p.m. on the Business Day immediately prior to the Effective Date

"Scheme Shareholders"

holders of Scheme Shares

"Scheme Shares"

Avesco Shares:

(a)      in issue as at the date of the Scheme Document;

(b)      (if any) issued after the date of the Scheme Document and prior to the Scheme Voting Record Time; and

(c)      (if any) issued on or after the Scheme Voting Record Time and before the Scheme Record Time, either on terms that the original or any subsequent holders thereof shall be bound by the Scheme or in respect of which the holders thereof shall have agreed in writing to be bound by the Scheme,

but in each case other than the Excluded Shares

"Scheme Voting Record Time"

the time and date specified in the Scheme Document by reference to which entitlement to vote on the Scheme will be determined

"Special Resolution"

the special resolution to be proposed by Avesco at the General Meeting in connection with, among other things, the approval of the Scheme, the alteration of Avesco's articles of association and such other matters as may be necessary to implement the Scheme

"Substantial Interest"

a direct or indirect interest in 20 per cent. or more of the voting equity capital of an undertaking

"treasury shares"

any Avesco Shares held by Avesco as treasury shares

"UK" or "United Kingdom"

the United Kingdom of Great Britain and Northern Ireland

"US Exchange Act"

the United States Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (as amended)

"US Holders"

holders of Avesco Shares ordinarily resident in the US or with a registered address in the US, and any custodian, nominee or trustee holding Avesco Shares for persons in the US or with a registered address in the US

"Wider Avesco Group"

Avesco and the subsidiaries and subsidiary undertakings of Avesco and associated undertakings (including any joint venture, partnership, firm or company in which any member of the Avesco Group is interested or any undertaking in which Avesco and such undertakings (aggregating their interests) have a Substantial Interest)

"Wider NEP Group"

NEP Group Inc. and the subsidiaries and subsidiary undertakings of NEP Group Inc. and associated undertakings (including any joint venture, partnership, firm or company in which any member of the NEP Group is interested or any undertaking in which NEP and such undertakings (aggregating their interests) have a Substantial Interest)

 

For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "undertaking", and "associated undertaking" have the meanings given by the Companies Act.

References to an enactment include references to that enactment as amended, replaced, consolidated or re-enacted by or under any other enactment before or after the date of this announcement. All references to time in this announcement are to London time unless otherwise stated.


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