Pennas share capital offer accepted by Savile
The full terms of, and conditions to, the Offer together with the procedure for acceptance were set out in the Offer Document dated 12 November 2013 and, in respect of Savile Shares held in certificated form, in the Form of Acceptance.
Level of acceptances
Prior to making the Offer, Penna obtained irrevocable undertakings to accept, or procure the acceptance of, the Offer from certain Savile Shareholders in respect of a total of 4,083,445 Savile Shares, representing, in aggregate, approximately 27.3 per cent. of Savile's issued ordinary share capital. As at 1:00 p.m. on 3 December 2013 (being the First Closing Date of the Offer), valid acceptances had been received in respect of all Savile Shares subject to irrevocable undertakings.
As at 1:00 p.m. on 3 December 2013 (being the First Closing Date of the Offer), Penna had received valid acceptances in respect of a further 7,000,334 Savile Shares, representing approximately 46.9 per cent. of the entire issued share capital of Savile.
As at 1:00 p.m. on 3 December 2013 (being the First Closing Date of the Offer), Penna had therefore received valid acceptances in respect of a total of 11,083,779 Savile Shares, representing approximately 74.2 per cent. of the entire issued share capital of Savile.
Penna is therefore pleased to announce that all of the Conditions to the Offer have either been satisfied and/or waived and, accordingly, declares the Offer wholly unconditional.
Procedure for acceptance of the Offer
The Offer remains open for acceptance until 1:00 p.m. on 18 December 2013. Savile Shareholders who have not yet accepted the Offer are encouraged to do so without delay.
To accept the Offer in respect of Savile Shares in certificated form (that is, not in CREST), Savile Shareholders must complete the Form of Acceptance in accordance with the instructions printed on it in accordance with paragraph 15(a) of the Letter from the Chairman of Penna set out in Part III of the Offer Document and return it (along with any appropriate share certificate(s) and/or other document(s) of title) using the accompanying reply-paid envelope (for use within the UK only) as soon as possible to Share Registrars Limited, Suite E, First Floor, 9 Lion & Lamb Yard, Farnham, Surrey GU9 7LL.
To accept the offer in respect of Savile Shares in uncertificated form (that is, in CREST), Savile Shareholders should follow the procedures for electronic acceptance through CREST in accordance with the instructions set out in paragraph 15(b) of the Letter from the chairman of Penna set out in Part III of the offer document so that a TTE Instruction settles as soon as possible.
If you are in any doubt as to the procedure for acceptance, please contact Share Registrars on 01252 821 390 from inside the UK or on 44 1252 821 390 if calling from outside the UK. Calls to the 01252 821 390 number are charged at your network provider's standard rate. Lines are open 9.00 a.m. to 5.00 p.m. (London time) Monday to Friday (except UK public holidays). Calls to Share Registrars from outside the UK will be charged at the applicable international rate. Calls may be recorded and monitored randomly for security and training purposes. Share Registrars cannot provide advice on the merits of the Offer or give any financial, legal or tax advice.
Settlement of consideration
Settlement of the consideration to which any Savile Shareholders (or, in the absence of any contrary direction as specified in the Offer Document, the first named Savile Shareholder in the case of joint Savile Shareholders) are entitled under the Offer will be effected (in the manner set out in paragraph 15(e) of Part III of the Offer Document): (i) in the case of acceptances received on or before 3 December 2013, complete in all respects, by 18 December 2013 or, (ii) in the case of acceptances received, complete in all respects, after 3 December 2013 but while the Offer remains open for acceptance, within 14 days of such receipt.
Compulsory acquisition, cancellation of admission to trading on AIM and re-registration
As set out in the Offer Document, if Penna receives acceptances under the Offer in respect of, and/or otherwise acquires or contracts to acquire, 90 per cent. or more in nominal value of the Savile Shares to which the Offer relates and of the voting rights carried by those Savile Shares and given that all of the other Conditions have been satisfied or waived, Penna intends to exercise its rights in accordance with sections 974 to 991 of the Companies Act to acquire compulsorily any remaining Savile Shares to which the Offer relates on the same terms as the Offer.
In addition, if Penna receives sufficient acceptances under the Offer such that Penna holds not less than 75 per cent. of the voting rights of Savile, Penna intends, subject to the requirements of the AIM Rules, to procure that Savile makes an application to the London Stock Exchange for the cancellation of the admission to trading of Savile Shares on AIM on 20 Business Days' notice. Subject to the cancellation of admission to trading of Savile Shares, Penna also intends to procure that Savile re-registers from a public limited company to a private limited company under the relevant provisions of the Companies Act 2006.
Savile Shareholders are strongly recommended to accept the Offer as the cancellation of the admission of Savile Shares to trading on AIM would significantly reduce the liquidity and marketability of any Savile Shares in respect of which acceptances of the Offer are not submitted and, accordingly, it is likely that the value of any such Savile Shares would be significantly affected