|
18 January 2008
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, CANADA OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION Recommended cash offer by Angus Newco Limited for Inspicio plc unconditional as to acceptances Further to the Offer made on 13 December 2007 by Angus Newco Limited ("Angus Newco") to acquire the entire issued and to be issued share capital of Inspicio plc ("Inspicio"), Angus Newco is pleased to declare the Offer unconditional as to acceptances. Furthermore: • the public announcement made by Inspicio regarding the outcome of its general meeting held on 3 January 2008 reveals that the condition set out in paragraph 2 of Part I of Appendix I of the Offer Document has been satisfied; • the condition set out in paragraph 4 of Part I of Appendix I of the Offer Document was satisfied on 4 January 2008; and • the condition set out in paragraph 3 of Part I of Appendix I of the Offer Document was satisfied on 17 January 2008. Accordingly, until such time as Angus Newco declares the Offer wholly unconditional, the Offer remains subject to the other terms and conditions set out in Appendix I to the Offer Document. The Offer which remains subject to the terms and conditions set out in the Offer Document, has been extended and will remain open for acceptance until further notice. As at 1.00 p.m. (London time) on 17 January 2008, valid acceptances of the Offer had been received in respect of a total of 67,898,899 Inspicio Shares, representing approximately 66.83 per cent. of the existing issued share capital of Inspicio ("Valid Acceptances"). Furthermore, as at 1.00 p.m. (London time) on 17 January 2008, Angus Newco held 24,000,000 Inspicio Shares, representing approximately 23.62 per cent. of the existing issued share capital of Inspicio. These Inspicio Shares were acquired by Angus Newco on 14 December 2007, and include 6,613,636 Inspicio Shares, representing 6.51 per cent. of the existing issued share capital of Inspicio, acquired from Cycladic Capital LLP, who had given Angus Newco a non-binding letter of intent to accept the Offer. Accordingly, as at 1.00 p.m. (London time) on 17 January 2008, Angus Newco held, or had received Valid Acceptances in respect of, an aggregate of 91,898,899 Inspicio Shares, representing approximately 90.45 per cent. of the existing issued share capital of Inspicio. Of the Valid Acceptances, acceptances relating to an aggregate of 998,344 Inspicio Shares, representing approximately 0.98 per cent. of the existing issued share capital of Inspicio, had been received from persons acting in concert with Angus Newco. On the basis of information available from acceptances, and confirmations received by Angus Newco from those Inspicio Shareholders who gave either an irrevocable undertaking or a non-binding letter of intent to accept the Offer, of the Valid Acceptances: • an aggregate of 6,026,304 Inspicio Shares, representing approximately 5.93 per cent. of the existing issued share capital of Inspicio, were subject to irrevocable undertakings to accept the Offer procured by Angus Newco prior to the announcement of the Offer; and • an aggregate of 9,187,145 Inspicio Shares, representing approximately 9.04 per cent. of the existing issued share capital of Inspicio, were subject to non-binding letters of intent to accept the Offer procured by Angus Newco prior to the announcement of the Offer. Full details of the irrevocable commitments are set out on the Offer Document dated 13 December 2007. Details of the interests in Inspicio Shares of persons acting in concert with Angus Newco are set out in the Appendix to this announcement. Save as set out in this announcement (including the Appendix), neither Angus Newco nor, so far as Angus Newco is aware, any person acting or deemed to be acting in concert with Angus Newco has any interest in any Inspicio Shares or in any securities convertible or exchangeable into Inspicio Shares ("Relevant Inspicio Securities") or has any rights to subscribe for Relevant Inspicio Securities or holds any short position in relation to Relevant Inspicio 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 has borrowed or lent any Relevant Inspicio Securities (save for borrowed Inspicio Shares which have been either on-lent or sold). Inspicio Shareholders who wish to accept the Offer, but have not yet done so, are strongly encouraged (in the case of Inspicio Shares which are not held in CREST) to complete and return a Form of Acceptance, or in the case of Inspicio Shares in uncertificated form (that is, in CREST), to take the actions set out in paragraph 17 of the letter from Angus Newco in Part 2 of the Offer Document, in each case as soon as possible. The definitions set out in the Offer Document dated 13 December 2007 apply to this announcement (including the Appendix) unless otherwise indicated. The directors of Angus Newco accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of Angus Newco (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information. N M Rothschild & Sons Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for 3i Investments, the 3i Investors and Angus Newco and no one else in connection with the Offer and will not be responsible to anyone other than 3i Investments, the 3i Investors and Angus Newco for providing the protections afforded to clients of N M Rothschild & Sons Limited nor for providing advice in relation to the Offer, the contents of this announcement, or any transaction or arrangement referenced 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 Document contains 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. The distribution of this announcement in jurisdictions other than the UK and the availability of the Offer to Inspicio 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 Inspicio Shareholders who are not resident in the UK will need to inform themselves about, and observe, any applicable requirements. Unless otherwise determined by Angus Newco or required by the City Code and permitted by applicable law and regulation, the Offer is not being, and will not be, made, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national state or other securities exchange of the United States, Canada, Australia or any other Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within the United States, Canada, Australia or any other Restricted Jurisdiction. Accordingly, unless otherwise determined by Angus Newco or required by the City Code and permitted by applicable law and regulation, 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 or any other Restricted Jurisdiction and persons receiving this announcement (including, without limitation, custodians, nominees or trustees) must not mail or otherwise forward, distribute or send it in, into or from such jurisdiction. Any person (including, without limitation, any custodian, nominee or trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or the Offer Document and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Appendix 1. Members of the Executive Management Team, together with Keith Tozzi, have the following interests in Inspicio Shares: Name Number of Percentage
Mark Jonathan Silver 255,700 * 0.25 Keith Tozzi 158,000 ** 0.16 Richard McBride 23,000 *** 0.02 Julie Elizabeth Dedman 535,160 0.53
* 123,200 Inspicio Shares are held through Worldwide Nominees Limited. ** 12,400 Inspicio Shares held by OFA Trustee Services Ltd. *** This figure includes 15,000 Inspicio Shares that Richard McBride has transferred to his wife, Stephanie McBride. 2. Members of the Executive Management Team, together with Keith Tozzi, have the following interests pursuant to the Inspicio Share Option Schemes:
Name Number of Number of Total Neil Hopkins 350,000 - 350,000 Julie Dedman - 350,000 350,000 Mark Silver 99,999 1,400,001 1,500,000 Keith Tozzi 99,999 1,400,001 1,500,000 Richard McBride - 350,000 350,000
* Options granted pursuant to the Inspicio Share Option Scheme. ** Options granted pursuant to the Inspicio Employee Benefit Trust Incentive Plan. 3. Angus Newco's Corporate Broker, JPMorgan Cazenove Limited and its relevant persons, have the following interests in Inspicio Shares: Name Number of Percentage of J.P.Morgan Securities Ltd 26,484 0.03 --Ends-- To download the pdf click here |