Disclosure under Rule 2.10(c) of the Takeover Code
25/05/2023 07:00
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230525:nRSY6371Aa&default-theme=true
RNS Number : 6371A Cap10 Partners LLP 25 May 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
25 May 2023
RECOMMENDED CASH ACQUISITION
of
SURESERVE GROUP PLC ("Sureserve" or the "Company")
by
CAP10 4NETZERO BIDCO LIMITED ("Bidco"),
a newly incorporated company indirectly owned by funds managed and/or advised
by
CAP10 PARTNERS LLP ("Cap10")
Disclosure under Rule 2.10(c) of the Takeover Code
On 21 April 2023, the Boards of Bidco and Sureserve announced that they had
reached agreement on the terms of a recommended all cash offer by Bidco for
the entire issued and to be issued ordinary share capital of Sureserve (the
"Acquisition") to be effected by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). The
circular in relation to the Scheme was published on 17 May 2023 (the "Scheme
Document").
Capitalised terms used in this announcement (the "Announcement") shall, unless
otherwise defined, have the same meanings as set out in the Scheme Document.
As set out in the Scheme Document, Bidco had received a non-binding letter of
intent from Slater Investments Limited ("Slater Investments") indicating their
intention to vote in favour of any resolutions required for the implementation
of the Acquisition and any matter ancillary thereto.
Slater Investments has since advised Bidco that it has disposed of 750,000
Sureserve Shares. As a result, with effect from such disposal, the non-binding
letter of intent given to Bidco by Slater Investments to support the
Acquisition has ceased to apply in respect of the Sureserve Shares so disposed
of by Slater Investments.
The non-binding letter of intent from Sureserve is now therefore given in
respect of its remaining holding of 25,568,325 shares, representing
approximately 15.38 per cent. of Sureserve's issued share capital of
166,222,616 Sureserve Shares as at the date of this announcement, carrying one
vote each.
FURTHER INFORMATION
Publication on website and availability of hard copies
A copy of this Announcement will be available free of charge (subject to any
applicable restrictions with respect to persons resident in Restricted
Jurisdictions) on Sureserve's and Bidco's website
(https://www.sureservegroup.co.uk/plc/investors/recommended-cash-acquisition-of-sureserve-group-plc
(https://www.sureservegroup.co.uk/plc/investors/recommended-cash-acquisition-of-sureserve-group-plc)
and https://www.cap10partners.com/recommended-offer-for-sureserve-group-plc
(https://www.cap10partners.com/recommended-offer-for-sureserve-group-plc)
respectively) by no later than 12:00 noon (London time) on 26 May 2023.
Neither the contents of these websites, nor the content of any other website
accessible from hyperlinks on such websites, is incorporated into, or forms
part of, this Announcement.
In accordance with Rule 30.3 of the Takeover Code, you may request a hard copy
of this Announcement (and any information incorporated by reference in this
Announcement), free of charge, by contacting Sureserve's Company Secretary,
John Charlton, telephone no. +44 (0)20 3961 5229 or
email john.charlton@sureservegroup.co.uk
(mailto:john.charlton@sureservegroup.co.uk) . Calls are charged at the
standard geographic rate and will vary by provider. Calls from outside the
United Kingdom will be charged at the applicable international rate. Unless
you make such a request, a hard copy of this Announcement and any such
information incorporated by reference in it will not be sent to you. You may
also request that all future documents, announcements and information to be
sent to you in relation to the Acquisition be in hard copy form.
For persons who receive a copy of this Announcement in electronic form or via
a website notification, a hard copy of this Announcement will not be sent
unless so requested.
Dealing disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in one
per cent or more of any class of relevant securities of an offeree company or
of any securities exchange 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 securities exchange 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 securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3:30pm (London time) on the tenth business day following the
commencement of the offer period and, if appropriate, by no later than 3:30pm
(London time) on the tenth business day following the announcement in which
any securities exchange offeror is first identified. Relevant persons who deal
in the relevant securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position Disclosure must
instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in one per cent or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange 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 securities exchange offeror(s),
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 3:30pm (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 securities exchange 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 (http://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. You should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are
in any doubt as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END OUPPPUAAAUPWUAA