REG - CPPGroup Plc - Statement re Close of Formal Sale Process <Origin Href="QuoteRef">CPPG.L</Origin> - Part 3

CPPGroupAnnouncement

23/12/2014 18:40

- Part 3: For the preceding part double click  ID:nRSW6596Ab 

                                                                                                                                                                             
 "Group"                                        the Company and its subsidiary undertakings as defined in section 1162 of the 2006 Act                                                                                                                                                                                                                                                       
 "Hamish Ogston Undertaking"                    the irrevocable undertaking given by Hamish Ogston to vote in favour of the Resolutions, excluding Resolutions 5 (to approve his own participation in the Placing), 8 (to approve De-listing) and 12 in respect of his beneficial holding of Existing Ordinary Shares                                                                        
 "HIL"                                          Homecare Insurance Ltd, a regulated,  wholly owned indirect subsidiary of the Company                                                                                                                                                                                                                                                        
 "Kinmont"                                      Kinmont Limited, which is authorised and regulated in the United Kingdom by the FCA                                                                                                                                                                                                                                                          
 "Identity Protection"                          those products and services sold by the Group under the ''Identity Protection'' name                                                                                                                                                                                                                                                         
 "Illustrative Projections"                     the summary illustrative financial projections of the Group's revenue for the twelve month periods ending 31 December 2014, 31 December 2015 and 31 December 2016, prepared by the Directors and set out in summary form in Part 3 of the Circular                                                                                           
 "Independent Shareholders"                     (for the purposes of Resolution 10 in connection with the Rule 9 Waiver) all Shareholders other than Mr Hamish Ogston and Schroder Investment Management Limited                                                                                                                                                                             
 "Lenders"                                      the current lenders under the Bank Facility, being each of Endless LLP and Barclays Bank PLC                                                                                                                                                                                                                                                 
 "Listing Rules"                                the listing rules made by the FCA under Part VI of FSMA, as amended from time to time                                                                                                                                                                                                                                                        
 "London Stock Exchange"                        London Stock Exchange plc                                                                                                                                                                                                                                                                                                                    
 "Main Market"                                  the regulated market of the London Stock Exchange                                                                                                                                                                                                                                                                                            
 "Notice" or "Notice of General Meeting"        the notice of the General Meeting set out at the end of the Circular                                                                                                                                                                                                                                                                         
 "Numis Securities"                             Numis Securities Limited, which is authorised and regulated in the United Kingdom by the FCA                                                                                                                                                                                                                                                 
 "Official List"                                the daily official list of listed securities maintained by the FCA                                                                                                                                                                                                                                                                           
 "Ordinary Shares"                              the issued ordinary shares of 10 pence each in the capital of the Company, each such ordinary share to be sub-divided and re-designated into one new ordinary share of 1 penny and one new deferred share of 9 pence following completion of the Capital Reorganisation                                                                      
 "Original Lenders"                             the original lenders under the Bank Facility, being each of Barclays Bank PLC, the Royal Bank of Scotland PLC and Santander UK Plc                                                                                                                                                                                                           
 "Phoenix"                                      Phoenix Asset Management Partners Limited                                                                                                                                                                                                                                                                                                    
 "Placing"                                      the proposed placing by Numis Securities on behalf of the Company of the Placing Shares                                                                                                                                                                                                                                                      
 "Placing Agreement"                            the conditional agreement between the Company and Numis Securities dated 23 December 2014 relating to the Placing                                                                                                                                                                                                                            
 "Placing Price"                                the price of 3 pence per Placing Share                                                                                                                                                                                                                                                                                                       
 "Placing Shares"                               the 666,666,667 new Ordinary Shares conditionally placed pursuant to the Placing with investors that will be allotted subject to (inter alia) the passing of the Resolutions, De-listing and AIM Admission                                                                                                                                   
 "PRA"                                          the Prudential Regulatory Authority of the UK in its capacity as the competent authority set up under Part 1A of FSMA                                                                                                                                                                                                                        
 "Profit Targets"                               the target operating profit before exceptional items and target cash generated by operations before exceptional items for the year ending 31 December 2016 prepared by the Directors and set out in summary form in Part 3 of the Circular                                                                                                   
 "Proposals"                                    the Capital Reorganisation, the Placing, the De-listing and AIM Admission and the additional authorities set out in the Resolutions, together with settlement of the Deferred Commission and prepayment in part of the Bank Facility                                                                                                         
 "Regulation S"                                 Regulation S under the Securities Act                                                                                                                                                                                                                                                                                                        
 "Remuneration Policy"                          the Company's remuneration policy approved by Shareholders at the Company's annual general meeting on 16 June 2014, as set out on pages 43 to 47 of the 2013 Annual Report                                                                                                                                                                   
 "Resolutions"                                  the resolutions to be proposed at the General Meeting, as set out in the Notice of General Meeting                                                                                                                                                                                                                                           
 "ROI"                                          Republic of Ireland                                                                                                                                                                                                                                                                                                                          
 "Scheme"                                       the UK solvent creditor scheme of arrangement under Part 26 of the Companies Act 2006 entered into in connection with certain of CPPL's customer redress obligations which became effective on 31 January 2014 and for which the bar date for submitting a claim was 30 August 2014                                                          
 "Securities Act"                               the United States Securities Act of 1933, as amended                                                                                                                                                                                                                                                                                         
 "Shareholders"                                 holders of Ordinary Shares                                                                                                                                                                                                                                                                                                                   
 "Schroder Investment Management Undertaking    the undertaking given by Schroder Investment Management Limited to vote in favour of the Resolutions, excluding Resolution 6 (to approve its own participation in the Placing) in respect of its beneficial holding of Existing Ordinary Shares                                                                                              
 "Takeover Panel"                               the UK Panel on Takeovers and Mergers                                                                                                                                                                                                                                                                                                        
 "uncertificated" or "in uncertificated form"   recorded on the register of members of the Company as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST                                                                                                                                                
 "Undertakings"                                 the Hamish Ogston Undertaking and the Schroder Investment Management Undertaking.                                                                                                                                                                                                                                                            
 "U.S. person"                                  as defined in Regulation S under the Securities Act                                                                                                                                                                                                                                                                                          
 "VVOPs"                                        the voluntary variations of permission agreed with the FCA in relation to CPPL and HIL on 15 November 2012                                                                                                                                                                                                                                   
 
 
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