Offer for Focus Solutions Gro
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
Announcement for Immediate Release
7 December 2010
RECOMMENDED CASH OFFER
by
STANDARD LIFE PLC
for
FOCUS SOLUTIONS GROUP PLC
Summary
The boards of Standard Life and Focus are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Standard Life for the entire issued and to be issued share capital of Focus.
The Offer will be made at a price of 140 pence in cash for each Focus Share, valuing the entire existing issued share capital of Focus at approximately £42 million. A Loan Note Alternative will be made available.
The Offer represents a premium of 33.3 per cent. to the Closing Price of 105 pence per Focus Share on 8 November 2010 (the last business day prior to the announcement by Focus that it was in discussions which may or may not lead to an offer being made for Focus).
The boards of Standard Life and Focus believe the acquisition of Focus by Standard Life will provide Focus' customers and staff with the benefits of a strong and well-resourced owner whilst retaining the innovation and flexibility that Focus' customers have historically enjoyed. The Standard Life Directors support the development of Focus' existing strategic roadmap and continued investment in Focus' highly rated technology platform.
Highlights
· Standard Life is a leading provider of long term savings and investments to around 6 million customers worldwide. Headquartered in Edinburgh, Standard Life has employees across the UK, Canada, Ireland, Germany, Austria, India, USA, Hong Kong and mainland China. At the end of September 2010 the Group had total assets under administration of £192 billion.
· Focus is an award winning provider of software and consultancy solutions to the financial services industry, enabling its clients to automate the delivery of financial products and services to their customers across multiple distribution channels in a rapid and efficient manner.
· These capabilities are delivered to organisations at the forefront of the financial services industry including intermediaries, bancassurers, wealth managers, product providers and mortgage lenders and across a range of products such as investments, pensions, protection, mortgages and general insurance.
· Earlier this year, Standard Life announced that it would broadly double its growth investment in 2010. This investment will enable Standard Life to capitalise on the significant opportunities arising from regulatory and demographic trends in its core markets. This growth investment is being made into the Standard Life Group's key areas of strategic focus, namely corporate and retail markets, global investment management business and its Asian joint venture operations.
· Continued investment in innovative technology is central to the delivery of Standard Life's accelerated growth strategy. This will enable the development of new and existing propositions, enhance the customer experience and drive greater efficiencies.
· Standard Life's continued focus is the delivery of a market leading set of solutions and services for intermediaries and other distribution channels. The Standard Life Directors believe the acquisition of Focus will enhance and accelerate the Standard Life Group's delivery of these solutions and services, supporting a high quality customer experience, compliant business processes and efficient straight through processing. The combination of Focus' technology solution with Standard Life's Wrap platform and the threesixty market proposition will help to deliver an end-to-end solution incorporating point of sale, customer relationship management, tax wrapper and investment trading. These solutions will be highly relevant to Standard Life's core intermediary (IFA) market as well as helping to grow its Retail Bank and direct to customer offerings.
· By integrating Focus' solutions with its existing platform Standard Life will seek to provide a full service Wrap and increase third party assets managed on the Standard Life platform; it is expected that Standard Life's capability, already enhanced through the purchases of threesixty and Vebnet, will allow the acceleration of access to its target markets.
· The Focus Directors believe that the acquisition will allow the business to accelerate growth and that existing customers will be able to benefit from greater investment in Focus' solutions, in line with their increasing demands for collaborative multi-channel software. Furthermore, the Focus Directors believe that the acquisition will enable Focus to grow faster than it would be able to do as an independent company and that being part of the Standard Life Group will provide an opportunity to extend its customer reach and enhance its market position.
· The Offer will be made at a price of 140 pence in cash for each Focus Share and represents a premium of 33.3 per cent. to the Closing Price of 105 pence per Focus Share on 8 November 2010 (the last business day prior to the announcement by Focus that it was in discussions which may or may not lead to an offer being made for Focus) and a premium of approximately 9.8% per cent. to the Closing Price of 127.5 pence per Focus Share on 6 December 2010, the last business day prior to the date of this announcement.
· The Offer values the entire existing issued share capital of Focus at approximately £42 million.
· The Focus Directors, who have been jointly advised by Cavendish Corporate Finance LLP ("Cavendish Corporate Finance") and Capital Strategy Corporate Finance Limited ("Capital SCF"), consider the terms of the Offer to be fair and reasonable and intend unanimously to recommend that Focus Shareholders accept the Offer as they have irrevocably undertaken to do in respect of their entire beneficial shareholdings.
· The Focus Directors (together with their associates and related parties) have given Standard Life irrevocable undertakings to accept the Offer in respect of their respective beneficial holdings of Focus Shares, amounting, in aggregate, to 17,232,250 Focus Shares, representing approximately 57.4 per cent. of the existing issued share capital of Focus. All of these undertakings will continue to be binding even in the event of a higher competing offer for Focus, and will only lapse if the Offer lapses or is withdrawn.
· The Offer Document will be posted to Focus Shareholders and, for information only, to Focus Option Holders as soon as practicable and in any event (save with the consent of the Panel) within 28 days of the date of this announcement.
Commenting on the acquisition, David Nish, Group Chief Executive of Standard Life, said:
"The Standard Life Group continues to focus on the delivery of market leading solutions and services for intermediaries and other distribution channels. Consistent with our previous acquisitions of Vebnet and threesixty, the acquisition of Focus therefore provides further capability in providing support, technology and innovation to our core markets and customers.
Combining our award-winning Wrap platform, the threesixty proposition and Focus technology enables us to offer a market-leading customer experience, built on a full set of supporting processes and technologies to distributors, alongside our traditional product and investment offerings. This strengthens the overall position of the Group as the UK market for our propositions and services develops further over the next two years leading up to RDR and beyond. These solutions will also help to grow our Retail Bank and direct-to-customer distribution."
Commenting on behalf of the Focus Directors, Richard Stevenson, Chief Executive of Focus, said:
"The acquisition by Standard Life represents a great opportunity for Focus both to accelerate the customer reach of our award winning software and to drive further investment in our highly rated platform, enhancing our position in the industry. While we will continue to deliver best-in-class solutions to our target market, going forward our customers, employees and our business will have the benefit of the support and reach that being part of the Standard Life Group will bring."
This summary should be read in conjunction with, and is subject to, the full text of the following announcement. The Offer will be made subject to the conditions set out in Appendix A to this announcement and on the full terms and conditions to be set out in the Offer Document and (in respect of certificated Focus Shares) in the Form of Acceptance.
Enquiries:
Standard Life plcMedia RelationsBarry Cameron
Nicki Lundy
Investor Relations Duncan Heath Paul De'ath
|
Tel: 0131 245 6165 07712 486 463 Tel: 0131 245 2737 07515 298 302
Tel: 0131 245 4742 Tel: 0131 245 9893
|
|
Noble Grossart (financial adviser to Standard Life) Guy Stenhouse Colin Grier
|
Tel: 0131 226 7011
|
Focus Solutions Group plcRichard Stevenson Martin Clements
|
Tel: 0192 646 8300 |
|
Cavendish Corporate Finance (financial adviser to Focus) Peter Gray Jonathan Buxton
|
Tel: 0207 908 6000 |
|
Capital SCF (financial adviser to Focus) James Clark Charles Groves
|
Tel: 0207 183 5665
|
|
Abchurch Communications Ltd. (PR adviser to Focus) Heather Salmond |
Tel: 0207 398 7700 |
In accordance with Rule 2.10 of the City Code, Focus confirms that it has 30,035,909 ordinary shares of 10p each in issue.
The International Securities Identification Number (ISIN) for Focus' ordinary shares is GB0001505303.
Appendix A sets out the conditions and further terms to the Offer.
Appendices B and C set out further information, including the bases and sources of information from which the financial and other calculations used in this announcement have been derived.
Appendix D contains definitions of certain terms used in this summary and the following announcement.
Noble Grossart, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively for Standard Life and no one else in connection with the Offer and will not be responsible to anyone other than Standard Life for providing the protections afforded to the clients of Noble Grossart nor for providing advice in relation to the Offer, the contents of this announcement, or any transaction or arrangement referenced herein.
Cavendish Corporate Finance, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Focus and for no one else in connection with the Offer and is not advising any other person or treating any other person as its client in relation thereto and will not be responsible to anyone other than Focus for providing the protections afforded to clients of Cavendish Corporate Finance, or for giving advice to any other person in relation to the Offer, the contents of this announcement or any other matter referred to herein.
Capital SCF is an appointed representative of Capital Markets Strategy Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority. Capital SCF is acting exclusively for Focus and for no one else in connection with the Offer and is not advising any other person or treating any other person as its client in relation thereto and will not be responsible to anyone other than Focus for providing the protections afforded to clients of Capital SCF, or for giving advice to any other person in relation to the Offer, the contents of this announcement or any other matter referred to herein.
This announcement is not intended to, and does not, constitute or form part of any 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 this announcement or otherwise. The Offer will be made solely by the Offer Document, when issued, which will contain, together, where appropriate, with the Form of Acceptance, the full terms and conditions of the Offer, including details of how the Offer may be accepted.
This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.
Overseas Shareholders
The distribution of this announcement in jurisdictions other than the UK and the availability of the Offer (including the Loan Note Alternative) to Focus Shareholders who are not resident in the UK may be affected by the laws of relevant jurisdictions. Any persons who are subject to the laws of any jurisdiction other than the UK or Focus Shareholders who are not resident in the UK will therefore need to inform themselves about, and observe, any applicable requirements.
The Offer (including the Loan Note Alternative) will not be made, directly or indirectly, in, into or from the United States, Canada, Australia, Japan or any other Restricted Jurisdiction. Accordingly, copies of this announcement are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from the United States, Canada, Australia, Japan or any other Restricted Jurisdiction.
The Loan Notes have not been, and will not be, registered under the US Securities Act or under the securities laws of any jurisdiction of the United States; the relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus in relation to the Loan Notes has been, or will be, lodged with, or registered by, the Australian Securities and Investment Commission; and no steps have been, or will be taken to enable the Loan Notes to be offered in compliance with the applicable securities laws of any state, province, territory or jurisdiction of the United States, Canada, Australia or Japan or any other country or jurisdiction outside the United Kingdom. Accordingly, the Loan Notes are not being, nor (unless an exemption under relevant securities laws is applicable) can they be, offered, sold, resold or delivered, directly or indirectly, in or into or from the United States, Canada, Australia or Japan or any other Restricted Jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of them in, such jurisdiction or to, or for the account or benefit of, any US person or any resident, citizen or national of Canada, Australia or Japan.
Forward-Looking Statements
This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of the Focus Group and certain plans and objectives of the Focus Directors and the Standard Life Directors, and these statements are naturally subject to uncertainty and changes in circumstances. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Without limitation, any statements preceded or followed by or that include the words "anticipate", "target", "plan", "believe", "expect", "aim", "intend", "goal", "will", "may", "should", "could", "project", "estimate", or words or terms of similar substance or the negative thereof, are forward-looking statements. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers' strategies and stability, changes in the regulatory environment and fluctuations in interest and exchange rates. Other unknown and unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Neither Standard Life nor Focus nor their respective boards of directors assume any obligation to update or correct the information contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required. The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them.
Profit Forecasts
No statement in this announcement is intended, or is to be construed, as a profit forecast or to be interpreted as meaning that earnings per Focus Share or per Standard Life Share for the current and future financial years, or those of the combined group, will necessarily match or exceed the historical published earnings per Focus Share or per Standard Life Share. Rather, these statements should be construed as references to potential enhancements to the earnings that might otherwise have been earned during the relevant financial period.
Disclosure Requirements of the Takeover 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 paper 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 paper 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 paper 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 paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 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 paper 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
In accordance with Rule 19.11 of the Code, a copy of this announcement will be published,
subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on the website of Focus at www.focus-solutions.co.uk and of Standard Life at www.standardlife.com by no later than 12 noon on 8 December 2010.
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
Announcement for Immediate Release
7 December 2010
RECOMMENDED CASH OFFER
by
STANDARD LIFE PLC
for
FOCUS SOLUTIONS GROUP PLC
1 Introduction
The boards of Standard Life and Focus are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Standard Life for the entire issued and to be issued share capital of Focus.
2 The Offer
The Offer, which will be subject to the terms and conditions which are set out below and in Appendix A to this announcement and to the full terms and conditions to be set out in the Offer Document and, in respect of certificated Focus Shares, in the Form of Acceptance, will be made by Standard Life on the following basis:
for each Focus Share 140 pence in cash
The Offer represents a premium of approximately 33.3 per cent. to the Closing Price of 105 pence per Focus Share on 8 November 2010 (the last business day prior to the announcement by Focus that it was in discussions which may or may not lead to an offer being made for Focus) and a premium of approximately 9.8% per cent. to the Closing Price of 127.50 pence per Focus Share on 6 December 2010, the last business day prior to the date of this announcement. A Loan Note Alternative will be made available, further details of which are set out below.
The Offer values the entire existing issued share capital of Focus at approximately £42 million.
The Offer will extend to all Focus Shares unconditionally allotted or issued on the date of the Offer and any Focus Shares which are unconditionally allotted or issued (including pursuant to the exercise of options granted under the Focus Share Option Schemes) whilst the Offer remains open for acceptance or by such earlier time as Standard Life may, in accordance with the terms and conditions of the Offer, decide.
The Focus Shares will be acquired by Standard Life fully paid and free from all liens, equitable interests, charges, mortgages, encumbrances, rights of pre-emption and other third party rights or interests of any nature whatsoever and together with all rights now or hereafter attaching thereto, including without limitation all voting rights and the right to receive and retain in full all dividends and other distributions (if any) accrued, announced, declared, made or paid on or after the date of this announcement.
3 Loan Note Alternative
As an alternative to all or some of the cash consideration of 140 pence per Focus Share and subject to certain terms and conditions as will be set out in the Offer Document, Focus Shareholders (other than Overseas Shareholders) who validly accept the Offer will be able to elect to receive Loan Notes issued by Standard Life on the following basis:
for each £1 of cash consideration, £1 nominal value of Loan Notes
The Loan Notes will bear interest, payable semi‑annually in arrears, at 0.75 per cent. below six months sterling LIBOR. The Loan Notes will be redeemable at par (together with accrued interest) at the option of the holders, in whole or in part, on interest payment dates falling at least six months after the date of issue. The interest payment dates will be 30 June and 31 December in each year. Any Loan Notes outstanding on the first interest payment date falling five years after the date of issue will be redeemed at par (together with any accrued interest) on that date. Standard Life may redeem all (but not some only) of the Loan Notes if at any time less than £1 million of the Loan Notes remain outstanding. Further details of the Loan Note Alternative will be set out in the Offer Document.
4 Recommendation
The Focus Directors, who have been jointly advised by Cavendish Corporate Finance and Capital SCF, consider the terms of the Offer to be fair and reasonable. In providing advice to the Focus Directors, the advisers have taken into account the Focus Directors' commercial assessments.
Cavendish Corporate Finance is acting as financial adviser to Focus for the purposes of providing independent financial advice to the Focus Directors on the Offer under Rule 3 of the City Code.
Accordingly, the Focus Directors intend unanimously to recommend that Focus Shareholders accept the Offer, as the Focus Directors and their connected parties have irrevocably undertaken to do in respect of their holdings, which in aggregate amount to 17,232,250 Focus Shares, representing approximately 57.4 per cent. of the existing issued share capital of Focus.
5 Irrevocable undertakings
Standard Life has received irrevocable undertakings to accept the Offer in respect of a total of 17,232,250 Focus Shares, representing in aggregate approximately 57.4 per cent. of the existing issued share capital of Focus.
All of these undertakings will continue to be binding even in the event of a higher competing offer for Focus, and will only lapse if the Offer lapses or is withdrawn.
Further details of the irrevocable undertakings are set out in Appendix C.
6 Information on Standard Life
Standard Life is a leading provider of long term savings and investments to around 6 million customers worldwide. Headquartered in Edinburgh, Standard Life has employees across the UK, Canada, Ireland, Germany, Austria, India, USA, Hong Kong and mainland China. At the end of September 2010 the Group had total assets under administration of £192 billion.
The Standard Life Group includes savings and investments businesses, which operate across its UK, Canadian and European markets; corporate pensions and benefits businesses in the UK and Canada; global investment manager, Standard Life Investments; and the Chinese and Indian Joint Venture businesses.
For the first half of 2010, Standard Life's present value of new business premium sales was £9.6 billion, with worldwide net flows of £5.3 billion; total group assets under administration of £179 billion; embedded value operating profit before tax of £364 million, and IFRS operating profit before tax of £182 million.
7 Information on Focus
Focus is an award winning provider of software and consultancy solutions to the financial services industry, enabling its clients to automate the delivery of financial products and services to their customers across multiple distribution channels in a rapid and efficient manner.
These capabilities are delivered to organisations at the forefront of the financial services industry including intermediaries, bancassurers, wealth managers, product providers and mortgage lenders, and across a range of products such as investments, pensions, protection, mortgages and general insurance.
8 Background to and reasons for the Offer
In line with its announcement earlier this year to step up investment in its leading corporate and retail propositions during 2010, Standard Life is actively seeking to capitalise on the significant opportunities arising from regulatory and demographic changes in core sectors where Standard Life is a market leader.
Part of this strategy relates to investment in innovative technology in order to accelerate growth, develop existing and new market propositions, enhance customer experience and drive efficiencies. Standard Life considers that Focus represents a strong fit with this stated strategy.
Standard Life's continued focus is the delivery of a market leading set of solutions and services for intermediaries and other distribution channels. The Standard Life Directors believe the acquisition of Focus will enhance and accelerate the Standard Life Group's delivery of these solutions and services, supporting a high quality customer experience, compliant business processes and efficient straight through processing. The combination of Focus' technology solution with Standard Life's Wrap platform and the threesixty market proposition will help to deliver an end-to-end solution incorporating point of sale, customer relationship management, tax wrapper and investment trading. These solutions will be highly relevant to Standard Life's core intermediary (IFA) market as well as helping to grow its Retail Bank and direct to customer offerings.
Standard Life believes that the overall enhanced proposition to the IFA market based on Focus' technology solutions should position Standard Life well in any consolidation of the platform market over the medium term.
Standard Life also intends to seek strategic partnerships with banks and other financial institutions by offering a comprehensive and fully supported proposition based on the integration of Focus' solutions with its existing platform.
By integrating Focus' solutions with the existing platform Standard Life will seek to provide a full service Wrap and increase third party assets managed on the Standard Life platform; it is expected that Standard Life's capability, already enhanced through the purchases of threesixty and Vebnet, will allow the acceleration of access to these target markets.
It is also anticipated that the acquisition of Focus will lead to the delivery of a fuller solution to Standard Life's existing D2C market by offering greater access and improved usability for these customers.
In addition to providing access to Focus' key distribution relationships, Standard Life also intends to strengthen its relationships with intermediary market participants through providing market-leading technology solutions that offer full support to the adviser process.
9 Background to and reasons for recommending the Offer
In resolving to recommend the Offer, the Focus Directors have given careful consideration to the fundamental value of the business and to the reasonable expectations of Focus Shareholders. The Focus Directors believe that the acquisition of Focus by Standard Life will enable Focus to grow faster than it would be able to do as an independent company. Being part of the Standard Life Group will provide an opportunity to build a business with extended customer and international reach and to drive increased adoption of Focus' highly rated software solutions. Being part of a larger group will also increase the opportunities available to the employees of Focus.
The Offer represents an opportunity for Focus Shareholders to receive a cash offer at a premium of approximately 33.3 per cent to the Closing Price of 105 pence per Focus Share on 8 November 2010 (being the last business day prior to the announcement by Focus that it was in discussions which may or may not lead to an offer being made for Focus).
Accordingly, the Focus Directors believe that the acquisition provides both an attractive value to Focus Shareholders and accelerated development of the business. For these reasons, the Focus Directors unanimously recommend that Focus Shareholders accept the Offer, as they have irrevocably undertaken to do in respect of their own beneficial holdings in Focus Shares.
10 Financing of the Offer
The cash consideration payable by Standard Life under the terms of the Offer will be funded from Standard Life's existing cash resources.
Noble Grossart confirms that it is satisfied that resources are available to Standard Life to satisfy full acceptance of the Offer.
11 Directors, management and employees
The Standard Life Directors believe that the prospects for employees of the Focus Group will be enhanced as a result of Focus becoming part of the Standard Life Group. The existing contractual employment rights of all employees of the Focus Group will be fully safeguarded. Standard Life has no intention of changing the location of the Focus business.
The Standard Life Directors confirm that it is intended that incentivisation arrangements will be put in place with members of the offeree company's management following completion of the Offer. These arrangements have been discussed in principle but no detail has been agreed and no arrangements have been formalised. It is anticipated that discussions will continue after this announcement is made. The discussions that have taken place so far relate to remuneration and incentive packages, broadly replicating, over a three year period, the opportunity that the management have had in the period leading up to the acquisition, taking into account awards made to them from 2007 onwards.
12 Focus Share Option Schemes
The Offer will extend to any Focus Shares which are unconditionally allotted or issued on or before the date on which the Offer closes as a result of the exercise of options granted under the Focus Share Option Schemes.
To the extent that such options are not exercised, and if the Offer becomes or is declared wholly unconditional in all respects, it is intended that appropriate proposals will be made to Focus Option Holders.
13 Disclosure of interests in Focus Shares
Neither Standard Life, nor (so far as Standard Life is aware) any person acting, or deemed to be acting, in concert with Standard Life (excluding those parties providing irrevocable undertakings listed in Appendix C) for the purposes of the Offer has:
13.1 an interest in, or a right to subscribe for, Focus Shares or in any securities convertible or exchangeable into Focus Shares ("Relevant Focus Securities");
13.2 any short position in Relevant Focus Securities (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 purchase or take delivery; or
13.3 borrowed or lent any Relevant Focus Securities (except for any borrowed Focus Shares which have been either on-lent or sold) or has any arrangement in relation to Relevant Focus Securities.
For these purposes, "arrangement" includes indemnity or option arrangements and any agreement or understanding, formal or informal, of whatever nature, relating to Relevant Focus Securities which may be an inducement to deal or refrain from dealing in such securities. In the interests of secrecy prior to this announcement, Standard Life has not made any enquiries in this respect of certain parties which are or may be deemed to be acting in concert with it for the purposes of the Offer. If such enquiries, which are now being made, reveal any relevant additional interests, the same will be discussed with the Panel and, if appropriate, will be disclosed to Focus Shareholders.
14 De-listing, cancellation of admission to trading on AIM, and compulsory acquisition and re-registration
If Standard Life receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more of the Focus Shares by nominal value and voting rights attaching to such shares to which the Offer relates and assuming that all of the other conditions of the Offer have been satisfied or waived (if capable of being waived), Standard Life intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily the remaining Focus Shares to which the Offer relates on the same terms as the Offer.
Assuming the Offer becomes or is declared unconditional in all respects and subject to any applicable requirements of the AIM Rules, Standard Life intends to procure the making of an application by Focus to the London Stock Exchange for the cancellation of trading in the Focus Shares on AIM. If this cancellation occurs, it will significantly reduce the liquidity and marketability of Focus Shares held by Focus Shareholders who have not assented to the Offer. It is anticipated that the cancellation of trading of Focus Shares on AIM will take effect no earlier than the expiry of 20 business days after the Offer becomes or is declared unconditional in all respects.
It is also intended that, following the Offer becoming or being declared unconditional in all respects, and, after the cancellation of admission of Focus Shares to AIM, Standard Life will seek to re-register Focus as a private limited company.
15 Anticipated timetable
The Offer Document will be posted to Focus Shareholders and, for information only, to Focus Option Holders as soon as practicable and in any event (save with the consent of the Panel) within 28 days of the date of this announcement.
16 General
There are no agreements or arrangements to which Standard Life is a party which relate to the circumstances in which it may or may not invoke or seek to invoke a condition to the Offer.
Your attention is drawn to the further information contained in the Appendices which form part of this announcement.
The conditions to the Offer and a summary of further terms in relation to the Offer set out in Appendix A to this announcement form part of, and should be read in conjunction with, this announcement.
Appendices B and C to this announcement set out further information, including the bases and sources of information from which the financial and other calculations used in this announcement have been derived.
Appendix D to this announcement contains definitions of certain terms used in this announcement.
In accordance with Rule 2.10 of the City Code, Focus confirms that it has 30,035,909 ordinary shares of 10p each in issue.
The International Securities Identification Number (ISIN) for Focus' ordinary shares is GB0001505303.
The Offer will be subject to the applicable requirements of the City Code.
This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.
17 Enquiries
Standard Life plcMedia RelationsBarry Cameron
Nicki Lundy
Investor Relations Duncan Heath Paul De'ath
|
Tel: 0131 245 6165 07712 486 463 Tel: 0131 245 2737 07515 298 302
Tel: 0131 245 4742 Tel: 0131 245 9893
|
|
Noble Grossart (financial adviser to Standard Life) Guy Stenhouse Colin Grier
|
Tel: 0131 226 7011
|
Focus Solutions Group plcRichard Stevenson Martin Clements
|
Tel: 0192 646 8300 |
|
Cavendish Corporate Finance (financial adviser to Focus) Peter Gray Jonathan Buxton
|
Tel: 0207 908 6000 |
|
Capital SCF (financial adviser to Focus) James Clark Charles Groves
|
Tel: 0207 183 5665
|
|
Abchurch Communications Ltd. (PR adviser to Focus) Heather Salmond |
Tel: 0207 398 7700
|
18 Further Information
Noble Grossart, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively for Standard Life and no one else in connection with the Offer and will not be responsible to anyone other than Standard Life for providing the protections afforded to clients of Noble Grossart nor for providing advice in relation to the Offer, the contents of this announcement, or any transaction or arrangement referenced herein.
Cavendish Corporate Finance, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Focus and for no one else in connection with the Offer and is not advising any other person or treating any other person as its client in relation thereto and will not be responsible to anyone other than Focus for providing the protections afforded to clients of Cavendish Corporate Finance, or for giving advice to any other person in relation to the Offer, the contents of this announcement or any other matter referred to herein.
Capital SCF is an appointed representative of Capital Markets Strategy Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority. Capital SCF is acting exclusively for Focus and for no one else in connection with the Offer and is not advising any other person or treating any other person as its client in relation thereto and will not be responsible to anyone other than Focus for providing the protections afforded to clients of Capital SCF, or for giving advice to any other person in relation to the Offer, the contents of this announcement or any other matter referred to herein.
This announcement is not intended to, and does not, constitute or form part of any 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 this announcement or otherwise. The Offer will be made solely by the Offer Document, when issued, which will contain together, where appropriate, with the Form of Acceptance, the full terms and conditions of the Offer, including details of how the Offer may be accepted.
Overseas Shareholders
This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.
The distribution of this announcement in jurisdictions other than the UK and the availability of the Offer (including the Loan Note Alternative) to Focus Shareholders who are not resident in the UK may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the UK or Focus Shareholders who are not resident in the UK will need to inform themselves about, and observe, any applicable requirements.
The Offer (including the Loan Note Alternative) will not be, made, directly or indirectly, in, into or from the United States, Canada, Australia, Japan or any other Restricted Jurisdiction. Accordingly, copies of this announcement are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from the United States, Canada, Australia, Japan or any other Restricted Jurisdiction.
The Loan Notes have not been, and will not be, registered under the US Securities Act or under the securities laws of any jurisdiction of the United States; the relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus in relation to the Loan Notes has been, or will be, lodged with, or registered by, the Australian Securities and Investment Commission; and no steps have been, or will be taken to enable the Loan Notes to be offered in compliance with the applicable securities laws of any state, province, territory or jurisdiction of the United States, Canada, Australia or Japan or any other country or jurisdiction outside the United Kingdom. Accordingly the Loan Notes are not being, nor (unless an exemption under relevant securities laws is applicable) can they be, offered, sold, resold or delivered, directly or indirectly, in or into or from the United States, Canada, Australia or Japan or any other Restricted Jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of them in, such jurisdiction or to, or for the account or benefit of, any US person or any resident, citizen or national of Canada, Australia or Japan.
Forward-Looking Statements
This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of the Focus Group and certain plans and objectives of the Focus Directors and the Standard Life Directors, and these statements are naturally subject to uncertainty and changes in circumstances. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Without limitation, any statements preceded or followed by or that include the words "anticipate", "target", "plan", "believe", "expect", "aim", "intend", "goal", "will", "may", "should", "could", "project", "estimate", or words or terms of similar substance or the negative thereof, are forward-looking statements. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers' strategies and stability, changes in the regulatory environment and fluctuations in interest and exchange rates. Other unknown and unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Neither Standard Life nor Focus nor their respective boards of directors assume any obligation to update or correct the information contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required. The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them.
Profit Forecasts
No statement in this announcement is intended, or is to be construed, as a profit forecast or to be interpreted as meaning that earnings per Focus Share or per Standard Life Share for the current and future financial years, or those of the combined group, will necessarily match or exceed earnings for the relevant preceding financial period per Focus Share or per Standard Life Share. Rather, these statements should be construed as references to potential enhancements to the earnings that might otherwise have been earned during the relevant financial period.
Disclosure Requirements of the Takeover 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 paper 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 paper 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 paper 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 paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 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 paper 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
In accordance with Rule 19.11 of the Code, a copy of this announcement will be published, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on the website of Focus at www.focus-solutions.co.uk and of Standard Life at www.standardlife.com by no later than 12 noon on 8 December 2010.
Appendix A: Conditions and Further Terms of the Offer
Part I: Conditions of the Offer
The Offer is subject to the following conditions:
1 valid acceptances having been received (and not, where permitted, withdrawn) by not later than 1.00 pm (London time) on the First Closing Date (or such later time(s) and/or date(s) as Standard Life may, subject to the rules of the City Code or with the consent of the Panel, decide) in respect of not less than 90 per cent. (or such lower percentage as Standard Life may, subject to the City Code, decide) in nominal value of the Focus Shares to which the Offer relates and of the voting rights attached to those shares, provided that this condition will not be satisfied unless Standard Life (together with its wholly-owned subsidiaries) shall have acquired or agreed to acquire (whether pursuant to the Offer or otherwise) Focus Shares carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at a general meeting of Focus, including for this purpose (except to the extent otherwise agreed by the Panel) any such voting rights attaching to Focus Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding conversion or subscription rights or otherwise.
For the purposes of this condition:
(i) Focus Shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights they will carry upon issue;
(ii) the expression "Focus Shares to which the Offer relates" shall be construed in accordance with Chapter 3 of Part 28 of the Companies Act 2006; and
(iii) valid acceptances shall be treated as having been received in respect of any Focus Shares which Standard Life shall, pursuant to section 979(8) of the Companies Act 2006, be treated as having acquired or contracted to acquire by virtue of acceptances of the Offer;
2 if deemed by Standard Life, acting reasonably, to be reasonably necessary or appropriate, in connection with the Offer, all notifications, filings or applications under any applicable legislation or regulation of any relevant jurisdiction having been made and all waiting periods (including any extensions thereof) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any relevant jurisdiction having been complied with and all Authorisations which are material in the context of the Focus Group having been obtained in terms and in a form satisfactory to Standard Life, acting reasonably; and all such Authorisations remaining in full force and effect at the time at which the Offer becomes otherwise unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;
3 no government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution or any other body or person whatsoever in any jurisdiction (each a "Third Party") having decided to take, institute, implement or threaten any action, proceedings, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same) or having required any action to be taken or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) or otherwise having done anything which would or might reasonably be expected to:
(i) make the Offer, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control of, Focus by Standard Life or any member of the Wider Standard Life Group void, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly materially prohibit, restrain, restrict, prevent, delay or otherwise interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise require amendment of the Offer or the acquisition of any such shares or securities by any member of the Wider Standard Life Group;
(ii) require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Standard Life Group of any shares or other securities (or the equivalent) in Focus or any member of the Focus Group to an extent which is material in the context of the Focus Group taken as a whole or the Standard Life Group taken as a whole (as the case may be);
(iii) require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Standard Life Group or by any member of the Focus Group of all or any part of the Focus Group's businesses, assets or property or impose any material limitation on the ability of any of them to conduct their businesses (or any part thereof) or to own any of their assets or properties (or any part thereof) to an extent which is material in the context of the Focus Group taken as a whole or the Standard Life Group taken as a whole (as the case may be);
(iv) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Standard Life Group directly or indirectly to acquire, hold or exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other securities in Focus or on the ability of any member of the Focus Group or any member of the Wider Standard Life Group to hold or exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Focus Group;
(v) require any member of the Wider Standard Life Group or the Focus Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Focus Group owned by any third party or any asset owned by any third party (other than in implementation of the Offer);
(vi) result in any member of the Focus Group ceasing to be able to carry on business under any name under which it presently carries on business;
(vii) impose any material limitation on the ability of any member of the Wider Standard Life Group or any member of the Focus Group to integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Standard Life Group and/or the Focus Group; or
(viii) otherwise adversely affect any or all of the businesses, assets, profits or prospects of any member of the Focus Group or any member of the Wider Standard Life Group in a manner which is or may be material in the context either of the Focus Group taken as a whole or of the obligations of any member of the Wider Standard Life Group taken as a whole in connection with the Offer,
and all applicable waiting and other time periods during which any such Third Party could decide to take, institute, implement or threaten any such action, proceedings, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Offer or the acquisition or proposed acquisition of any Focus Shares or otherwise intervene having expired, lapsed, or been terminated;
4 save as Disclosed, there being no provision of any agreement, arrangement, licence, permit, lease or other instrument to which any member of the Focus Group is party and which, in consequence of the making or implementation of the Offer or the acquisition or proposed acquisition by Standard Life of any Focus Shares, provides for or will or may reasonably be expected to result in, any of the following, in each case to an extent which is material in the context of the Focus Group taken as a whole:
(i) any assets or interests of, or any asset the use of which is enjoyed by, any member of the Focus Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Focus Group;
(ii) any monies borrowed by, or other indebtedness (actual or contingent) of, or any grant available to, any member of the Focus Group being or becoming repayable, or capable of being declared repayable, immediately or earlier than its or their stated repayment date or maturity date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn, inhibited or prohibited or being capable of becoming or being withdrawn or inhibited;
(iii) the rights, liabilities, obligations, business or interests of any member of the Focus Group or any member of the Wider Standard Life Group under any such arrangement, agreement, licence, permit, lease or instrument being terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;
(iv) the financial or trading position or prospects of, or the value of, any member of the Focus Group being prejudiced or adversely affected;
(v) the creation, save in the ordinary and usual course of business, or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Focus Group;
(vi) the creation of any liability (actual or contingent) by any member of the Focus Group other than trade creditors or other liabilities incurred in the ordinary course of business;
(vii) any liability of any member of the Focus Group to make any severance, termination, bonus or other payments to any of its directors or other officers;
(viii) the Offer, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control of, Focus by any member of the Wider Standard Life Group being or becoming void, illegal and/or unenforceable under the laws of any relevant jurisdiction, or would otherwise directly or indirectly prohibit, or restrain, restrict, delay or otherwise interfere with the implementation of, or impose additional material conditions or obligations with respect to, or otherwise challenge or require amendment of the Offer or the acquisition of any such shares or securities by any member of the Wider Standard Life Group;
(ix) the imposition of any limitation on, or material delay in, the ability of any member of the Wider Standard Life Group directly or indirectly to acquire or hold or effectively to exercise all or any rights of ownership in respect of shares or other securities in Focus or on the ability of any member of the Focus Group or any member of the Wider Standard Life Group directly or indirectly to hold or exercise effectively any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise management control over, any member of the Focus Group;
(x) a divestiture by any member of the Wider Standard Life Group of any shares or other securities (or the equivalent) in Focus being required, prevented or materially delayed;
(xi) the imposition of any material limitation on the ability of any member of the Wider Standard Life Group or any member of the Focus Group to integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Standard Life Group and/or the Focus Group;
(xii) the ability of any member of the Focus Group to carry on its business as currently carried on being adversely affected;
(xiii) any member of the Focus Group ceasing to be able to carry on business under any name under which it presently carries on business; or
(xiv) any change in or effect on the ownership or use of any intellectual property rights or computer systems owned or used by a member of the Focus Group;
5 save as Disclosed, since 31 March 2010, no member of the Focus Group having:
(i) issued or agreed to issue or authorised or proposed the issue or grant of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities (save, where relevant, as between Focus and members of the Focus Group and save for the issue of Focus Shares on the exercise of Focus Share Options granted before the date of this announcement);
(ii) redeemed, purchased, repaid or reduced or agreed to or announced any proposal to purchase, redeem, repay or reduce any of its own shares or other securities or, save in respect of the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;
(iii) approved, recommended, declared, paid or made or proposed to recommend, declare, pay or make any dividend, bonus or other distribution (whether payable in cash or otherwise) other than to a member of the Focus Group;
(iv) save for transactions between Focus and its wholly-owned subsidiaries, merged with (by statutory merger or otherwise) or demerged from or acquired by any body corporate, partnership or business or acquired or disposed of, or transferred, mortgaged or charged, or created or granted any security interest over, any material assets or any right, title or interest in any material asset (including shares and trade investments) or authorised, proposed, agreed or announced any intention to do so;
(v) issued, authorised or proposed the issue of any debentures or (save as between Focus and its wholly-owned subsidiaries or between such wholly-owned subsidiaries) or, save in the ordinary course of business, incurred or increased any borrowings or indebtedness or become subject to any liability (actual or contingent) to an extent which is material in the context of the Focus Group taken as a whole;
(vi) entered into or varied or authorised, proposed or announced its intention to enter into or vary any material transaction, arrangement, contract or commitment (whether in respect of capital expenditure or otherwise) (save in the ordinary course of business) which is of a long term, onerous or unusual nature or which is or which involves or could involve an obligation of a nature or magnitude which is reasonably likely to be materially restrictive on the business of any member of the Focus Group which, taken together with any other such material transaction, arrangements, contract or commitment is material in the context of the Focus Group as a whole;
(vii) entered into, implemented or effected, or authorised, proposed or announced its intention to enter into, implement or effect any merger, demerger, reconstruction, amalgamation, composition, assignment, commitment scheme, or other similar commitment or other transaction or arrangement (other than the Offer) otherwise than in the ordinary course of business;
(viii) waived or compromised any claim to an extent which is material in the context of the Focus Group taken as a whole which is material;
(ix) made, or announced any proposal to make, any material change or addition to any retirement, death or disability benefit or other employment-related benefit of or in respect of any of its directors, employees, former directors or former employees;
(x) entered into or varied or made any offer (which remains open for acceptance) to enter into or vary the terms of any contract with any of the directors or senior executives of Focus or any of the directors or senior executives of any other member of the Focus Group;
(xi) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of any receiver, administrator, administrative receiver, manager, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person or had any such person appointed in any jurisdiction;
(xii) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, 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;
(xiii) made any alteration to its memorandum or articles of association or other incorporation documents;
(xiv) save in the ordinary course of business, waived or compromised any claim or authorised any such waiver or compromise which is material in the context of the Focus Group;
(xv) proposed, agreed to provide or modified the terms of any share option scheme or incentive scheme, or other benefit relating to the employment or termination of employment of any employee of the Focus Group; or
(xvi) entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this condition;
6 since 31 March 2010, and save as Disclosed:
(i) no litigation, arbitration proceedings, prosecution, investigation, enquiry, complaint, other legal proceedings, or reference to any relevant person, having been announced, instituted, threatened or remaining outstanding by, against or in respect of, any member of the Focus Group or to which any member of the Focus Group is or is reasonably likely to become a party (whether as claimant, defendant or otherwise) and no enquiry or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Focus Group having been announced, instituted or threatened in writing by, against, or remaining outstanding in respect of, any member of the Focus Group, in each case which is material and adverse in the context of the Focus Group taken as a whole;
(ii) there having been no adverse event, change or deterioration in the business, assets, financial or trading position or prospects or profits of any member of the Focus Group which is material in the context of the Focus Group taken as a whole;
(iii) no contingent or other liability having arisen or become known to Focus or increased other than in the ordinary course of business (which is reasonably likely adversely to affect the business, assets, financial or trading position or profits or prospects of any member of the Focus Group to an extent which is material to the Focus Group taken as a whole); and
(iv) no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Focus Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which is reasonably material and adverse in the context of the Focus Group taken as a whole;
7 save as Disclosed, Standard Life not having discovered:
(i) that any financial, business or other information concerning the Focus Group Disclosed at any time or Disclosed to any member of the Wider Standard Life Group by or on behalf of any member of the Focus Group is misleading or contains a misrepresentation of fact or omits to state a fact necessary to make that information not misleading (and which information was not subsequently corrected before the date of this announcement by disclosure publicly by an announcement to a Regulatory Information Service or privately in writing to Standard Life or its advisers by inclusion in a data room);
(ii) any information which materially affects the significance of any information Disclosed (and which information was not subsequently corrected before the date of this announcement by disclosure publicly by an announcement to a Regulatory Information Service or privately in a data room);
in each case to an extent which is material and adverse in the context of the Focus Group taken as a whole; or
(iii) that any asset of any member of the Focus Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition) to an extent which is material in the context of the Focus Group taken as a whole.
References in this Part I of this Appendix A to "Disclosed" means fairly disclosed to Standard Life or its advisers prior to the date of this announcement either by inclusion in this announcement, in the annual report and accounts of Focus for the financial year ended 31 March 2010, or by the delivery of an announcement by or on behalf of Focus to a Regulatory Information Service, or disclosed in writing to, or agreed in writing with, Standard Life or its advisers by Focus or its advisers.
Part II: Further terms of the Offer
Subject to the requirements of the Panel, Standard Life reserves the right to waive in whole or in part all or any of the conditions contained in paragraphs 2 to 7 inclusive of Part I of this Appendix A. The conditions contained in paragraph 2 to 7 inclusive of Part I of this Appendix A must be satisfied as at, or waived (where possible) on or before, the twenty-first day after the later of the First Closing Date and the date on which the condition in paragraph 1 is fulfilled (or, in each case such later date as the Panel may agree). Standard Life shall be under no obligation to waive or determine to be or treat as fulfilled, any of conditions 2 to 7 inclusive contained in Part I of this Appendix A by a date earlier than the date specified above for the fulfilment thereof, notwithstanding that the other conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment.
If Standard Life is required by the Panel to make an offer for Focus Shares under the provisions of Rule 9 of the City Code, Standard Life may make such alterations to the terms and conditions of the Offer as are necessary to comply with the provisions of that Rule.
The Offer will comply with the applicable rules and regulations of AIM and the City Code, will be governed by English law and will be subject to the jurisdiction of the courts of England. In addition, it will be subject to the terms and conditions as set out in this document and the Form of Acceptance (in respect of certificated Focus Shares).
Appendix B
Further Information and Sources and Bases of Information
Bases and sources of information
In this announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used:
(a) historic share prices are sourced from the AIM appendix to the Daily Official List of the London Stock Exchange and represent closing middle market prices for Focus Shares on the relevant date;
(b) the value of the existing issued share capital of Focus is based upon the entire issued share capital at the date of this announcement, namely 30,035,909 Focus Shares;
(c) references to a percentage of Focus Shares are based on the number of Focus Shares in issue as set out at paragraph (b);
(d) unless otherwise stated, any financial information relating to Focus has been extracted from the annual report and accounts of Focus for the year ended 31 March 2010;
(e) information relating to Focus has been extracted from published sources and provided by the Focus Directors and persons duly authorised by Focus; and
(f) information relating to Standard Life has been extracted from published sources and provided by the Standard Life Directors and persons duly authorised by Standard Life.
Disclosure of interests in Focus
Disclosure in paragraph 13 of this announcement regarding interests in Focus Securities are based on the position as at 6 December 2010, the last practicable date prior to this announcement.
Appendix C
Details of Irrevocable Undertakings
The following Focus Directors have entered into irrevocable undertakings with Standard Life to accept or procure acceptance of the Offer in respect of the following beneficial and connected holdings of Focus Shares:
|
Focus Director |
Number of Focus Shares held |
|
Mr John Bernard Streets |
8,000,000 |
|
Mr Alastair Taylor |
300,000 |
|
Mr Martin Clements |
150,530 |
|
Mr Martin Fiennes |
73,634 |
|
Mr Richard Stevenson |
60,000 |
|
Mr Frank Murray |
52,400 |
All of these undertakings will continue to be binding even in the event of a higher competing offer for Focus, and will only lapse if the Offer lapses or is withdrawn.
All of these undertakings include an undertaking to accept the Offer in respect of any Focus Shares acquired pursuant to the exercise of Focus Share Options, comprising 3,457,819 Focus Share Options held by the following:
|
Mr Richard Stevenson |
|
1,800,580 |
|
Mr Martin Clements |
|
843,766 |
|
Mr Frank Murray |
|
813,473 |
|
TOTAL |
3,457,819 |
|
The following Focus Shareholder who is not a Focus Director has entered into irrevocable undertakings with Standard Life to accept the Offer in respect of its beneficial holdings of Focus Shares:
|
Focus Shareholder |
Number of Focus Shares held |
|
|
Azini 1 |
8,595,686 |
|
All of these undertakings will continue to be binding even in the event of a higher competing offer for Focus, and will only lapse if the Offer lapses or is withdrawn.
Appendix D
Definitions
The following definitions apply throughout this announcement unless the context otherwise requires:
|
"AIM" |
the AIM market operated by the London Stock Exchange |
|
"AIM Rules" |
the AIM Rules for Companies published by the London Stock Exchange |
|
"Australia" |
the Commonwealth of Australia, its states, territories and possessions and all areas subject to its jurisdiction and any political sub-division thereof |
|
"Authorisations" |
regulatory authorisations, orders, grants, recognitions, confirmations, consents, licences, clearances, certificates, permissions or approvals |
|
"business day" |
a day (other than a Saturday and a Sunday) on which banks are generally open for non-automated business in Edinburgh and London |
|
"Canada" |
Canada, its provinces and territories and possessions and all areas subject to its jurisdiction and any political sub-division thereof |
|
"certificated" or "certificated form" |
in relation to a share or other security, a share or other security, title to which is recorded in the relevant register of the share or other security as being held in certificated form (that is, not in CREST) |
|
"City Code" |
the City Code on Takeovers and Mergers |
|
"Closing Price" |
the closing middle market price of a Focus Share, as derived from the AIM appendix to the Daily Official List of the London Stock Exchange |
|
"Companies Act" |
the Companies Act 2006 |
|
"CREST" |
the relevant system (as defined in the Regulations) in respect of which Euroclear is the operator (as defined in the Regulations) |
|
"Capital SCF" |
Capital Strategy Corporate Finance Ltd., financial adviser to Focus in respect of the Offer |
|
"Cavendish Corporate Finance" |
Cavendish Corporate Finance LLP, financial adviser to Focus in respect of the Offer |
|
"Disclosed" |
has the meaning set out in Part I of Appendix A to this announcement |
|
"Euroclear" |
Euroclear UK & Ireland Limited |
|
"First Closing Date" |
the date which is 21 days following the posting of the Offer Document |
|
"Focus" |
Focus Solutions Group Plc, a company incorporated in England and Wales with registered number 03911357 and having its registered office at Cranford House, Kenilworth Road, Leamington Spa, Warwickshire, CV32 6RQ |
|
"Focus Directors" or "Focus Board" |
the board of directors of Focus |
|
"Focus Group" |
Focus and its subsidiary undertakings and, where the context permits, each of them |
|
"Focus Option Holder" |
a holder of share options under the Focus Share Option Schemes and "Focus Option Holders" shall be construed accordingly |
|
"Focus Shareholder" |
a holder of Focus Shares and "Focus Shareholders" shall be construed accordingly |
|
"Focus Share Options" |
options granted pursuant to the Focus Share Option Schemes |
|
"Focus Share Option Schemes" |
the Focus EMI Share Option Scheme, the EMI Share Option Agreements between Focus and Richard Stevenson, Frank Murray and Martin Clements respectively, the Focus (Approved) Executive Share Option Scheme 2001, the Focus Executive (Unapproved) Share Option Scheme and the Focus 2007 Long-Term Incentive Plan |
|
"Focus Shares" |
the existing issued or unconditionally allotted and fully paid ordinary shares of 10 pence each in the capital of Focus and any further such shares which are unconditionally allotted or issued before the date on which the Offer closes (or such earlier date or dates, not being earlier than the date on which the Offer becomes unconditional as to acceptances or, if later, the First Closing Date of the Offer, as Standard Life may decide) but excluding in both cases any such shares held or which become held in treasury |
|
"Form of Acceptance" |
the form of acceptance, election and authority relating to the Offer which will accompany the Offer Document for use by Focus Shareholders with Focus Shares in certificated form in connection with the Offer |
|
"Japan" |
Japan, its cities, prefectures, territories and possessions and all areas subject to its jurisdiction and any political sub-division thereof |
|
"Loan Note Alternative |
the alternative available under the Offer whereby Focus Shareholders (other than Overseas Shareholders) may elect, subject to certain limitations and conditions as shall be set out in the Offer Document, to receive Loan Notes instead of all or part of the cash consideration to which they would otherwise be entitled pursuant to the Offer |
|
"Loan Notes" |
the Loan Notes to be issued by Standard Life pursuant to the Loan Note Alternative |
|
"London Stock Exchange" |
London Stock Exchange plc |
|
"Noble Grossart" |
Noble Grossart Limited, financial adviser to Standard Life in respect of the Offer |
|
"Offer" |
the recommended offer, including the Loan Note Alternative, to be made by Standard Life to acquire all of the issued and to be issued Focus Shares on the terms and subject to the conditions to be set out in the Offer Document and (in respect of Focus Shares in certificated form) the Form of Acceptance, including, where the context so permits or requires, any subsequent revision, variation, extension or renewal thereof |
|
"Offer Document" |
the document to be sent to Focus Shareholders (other than certain Overseas Shareholders) and, for information only, Focus Option Holders containing and setting out the terms and conditions of the Offer |
|
"Offer Period" |
the period commencing on 9 November 2010 and ending on the First Closing Date or, if later, on the date on which the Offer becomes or is declared unconditional as to acceptances or lapses or is withdrawn |
|
"Offer Price" |
140 pence in cash per Focus Share |
|
"Overseas Shareholders" |
Focus Shareholders (or nominees of, or custodians or trustees for Focus Shareholders) not resident in or citizens of the UK |
|
"p", "pence" or "£" |
the lawful currency of the UK |
|
"Panel" |
the Panel on Takeovers and Mergers |
|
"Regulations" |
the Uncertificated Securities Regulations 2001 |
|
"Regulatory Information Service" |
any information service authorised from time to time by the Financial Services Authority |
|
"Restricted Jurisdiction" |
any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to Focus Shareholders in that jurisdiction |
|
"Significant Interest" |
a direct or indirect interest of 20 per cent. or more of the total voting rights conferred by the equity capital of an undertaking |
|
"Standard Life" |
Standard Life plc, a company incorporated in Scotland with registered number SC286832 and having its registered office at Standard Life House, 30 Lothian Road, Edinburgh, EH1 2DH |
|
"Standard Life Directors" or "Standard Life Board" |
the board of directors of Standard Life |
|
"Standard Life Group" |
Standard Life and its subsidiary undertakings and, where the context permits, each of them |
|
"subsidiary" and "subsidiary undertaking" |
to be construed in accordance with the Companies Act |
|
"UK" |
the United Kingdom of Great Britain and Northern Ireland |
|
"United States" |
the United States of America, its territories and possessions, any state of the United States, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof |
|
"US person" |
as defined in Regulation 5 under the US Securities Act |
|
"US Securities Act" |
the US Securities Act 1933, as amended, and the rules and regulations promulgated under it |
|
"Wider Standard Life Group" |
Standard Life Group and associated undertakings and any other body corporate, partnership, joint venture or person in which Standard Life and such undertakings (aggregating their interests) have a Significant Interest |
All references to legislation in this announcement are to UK legislation unless the contrary is indicated. Any reference to any provision of any legislation shall include any amendment, modification, extension or re-enactment thereof.
All references to time in this announcement are to London time. Words in this announcement importing the singular shall include the plural and vice versa.
This information is provided by RNS
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