Savile Group share capital update published
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. The Offer was declared wholly unconditional on 4 December 2013.
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 of 14,944,120 Savile Shares as at 12 November 2013 (being the date on which the Offer was announced). As at 1:00 p.m. on 18 December 2013 (being the second 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 18 December 2013 (being the second Closing Date of the Offer), Penna had received valid acceptances in respect of a further 9,965,710 Savile Shares, representing approximately 62.5 per cent. of the entire issued share capital of Savile which at the said date comprised 15,944,120 shares (following the issue of 1,000,000 shares pursuant to the exercise of employee options).
As at 1:00 p.m. on 18 December 2013 (being the second Closing Date of the Offer), Penna had therefore received valid acceptances in respect of a total of 14,049,155 Savile Shares, representing approximately 88.1 per cent. of the entire issued share capital of Savile.
Cancellation of admission to trading on AIM
On 6 December 2013, Penna announced that it had received valid acceptances in respect of more than 75 per cent. of the existing issued ordinary share capital of Savile. Accordingly, Savile has applied for cancellation of admission to trading of the Savile Shares on AIM with effect from 7.00 a.m. on 10 January 2014. The last day of dealings in the Savile Shares is expected to be 9 January 2014.
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 will 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.
Procedure for acceptance of the Offer
The Offer remains open for acceptance until further notice and Penna will give at least 14 days notice prior to the closing of the Offer. 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.
Compulsory acquisition 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.
The expressions used in this announcement, unless the context otherwise requires, bear the same meaning as in the Offer Document dated 12 November 2013.
Save as disclosed in this announcement, neither Penna, nor any person acting in concert with Penna, is interested in or has any rights to subscribe for any Savile Shares nor does any such person have any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement in relation to the Savile Shares. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of Savile Shares and any borrowing or lending of Savile Shares which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to Savile Shares.