Recommended Cash Acquisition
21/04/2023 07:00
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RNS Number : 9900W Cap10 Partners LLP 21 April 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK VERSION OF THE MARKET ABUSE REGULATION (EU 596/ 2014) AS IT FORMS PART
OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.
UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION
SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
FOR IMMEDIATE RELEASE
21 April 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"))
to be effected by way of scheme of arrangement
under Part 26 of the Companies Act 2006
Summary
· The Boards of Bidco and Sureserve are pleased to announce that
they have reached agreement on the terms of a recommended all cash offer
pursuant to which Bidco, a newly incorporated company established on behalf of
Cap10, will acquire the entire issued and to be issued share capital of
Sureserve. It is intended that the Acquisition will be effected by means of a
Court-sanctioned scheme of arrangement of Sureserve under Part 26 of the
Companies Act (the "Scheme").
Key terms of the Acquisition
· Under the terms of the Acquisition, Sureserve Shareholders will
be entitled to receive:
125 pence in cash for each Sureserve Share held
· The Acquisition values the entire issued and to be issued share
capital of Sureserve at approximately £214.1 million on a fully diluted
basis.
· The Acquisition Price of 125 pence for each Sureserve Share
represents a premium of approximately:
o 38.9 per cent to the Closing Price of 90 pence per Sureserve Share on 20
April 2023 (being the last Business Day prior to the date of this announcement
(the "Last Practicable Date"));
o 44.8 per cent to the volume-weighted average price of 86.31 pence per
Sureserve Share for the 60 day period to (and including) the Last Practicable
Date; and
o 18.2 per cent to the all-time high Closing Price of 105.75 pence per
Sureserve Share on 12 June 2015.
Background to and reasons for the Acquisition
Sureserve is a leading energy services provider primarily to social housing in
the United Kingdom. It specialises in the provision of inspection, compliance,
installation and maintenance services in the areas of heating, insulation and
renewable energy.
Cap10 believes that Sureserve is a high quality business with a demonstrable
track record of delivering growth in a mission critical market. Core
attractions include:
(i) its central role in supporting social housing landlords,
local authorities and public sector bodies in their goal to improve the energy
efficiency of their estates. The Bidco Directors believe that Bidco can be a
key partner in supporting Sureserve's customers during their entire energy
transition journey, addressing major environmental and societal issues related
to fuel poverty in particular. It is well-positioned to provide a
comprehensive solution and strategy to achieve the government's EPC rating
improvement targets;
(ii) strong, defensive foundations, as a provider of essential
non-discretionary services which are underpinned by increasingly demanding
regulations; and
(iii) its meaningful potential for transformational growth
through the expansion of its services on a national basis and to a wider
number of customers, and through taking a key role in driving the UK's energy
transition.
Cap10 believes that, under private ownership, with the ability to focus on
long-term strategic goals and the right access to capital, Sureserve will be
able to accelerate its growth significantly both organically and through
M&A. Cap10 intends to work with Sureserve's management team to support
them and help the Company achieve its full potential.
Sureserve Board recommendation
The Sureserve Board, which has been so advised by Evercore as to the financial
terms of the Acquisition, considers the terms of the Acquisition to be fair
and reasonable. In providing its financial advice to the Sureserve Board,
Evercore has taken into account the commercial assessments of the Sureserve
Board. Evercore is providing independent financial advice to the Sureserve
Board for the purposes of Rule 3 of the Takeover Code.
The Sureserve Board believes that the terms of the Acquisition are in the best
interests of Sureserve Shareholders as a whole and intends unanimously to
recommend that Sureserve Shareholders vote, or procure the vote, in favour of
the Scheme at the Court Meeting and the Resolution(s) to be proposed at the
General Meeting which is to be convened to approve the Acquisition (or, in the
event that the Acquisition is to be implemented by way of a Takeover Offer, to
accept, or procure the acceptance of, such Takeover Offer), as the Sureserve
Directors who are interested in Sureserve Shares as at the date of this
announcement have irrevocably undertaken to do in respect of their entire
beneficial holdings of Sureserve Shares, being a total of 375,837 Sureserve
Shares (representing, in aggregate, approximately 0.2 per cent of the Voting
Shares in issue on the Last Practicable Date).
Irrevocable undertakings and letter of intent
In addition to the irrevocable undertakings from the Sureserve Directors who
are interested in Sureserve Shares, Bidco has also received irrevocable
undertakings from certain other Sureserve Shareholders as detailed below to
vote in favour (or procure the vote in favour) of the Scheme at the Court
Meeting and the Resolution(s) to be proposed at the General Meeting (or, in
the event that the Acquisition is to be implemented by way of a Takeover
Offer, to accept, or procure the acceptance of, such Takeover Offer) in
respect of 38,976,500 Sureserve Shares (representing, in aggregate,
approximately 23.4 per cent of the Voting Shares in issue on the Last
Practicable Date):
· Harwood Capital in respect of 30,000,000 Sureserve Shares beneficially
owned by funds managed and/or advised by it; and
· Miren Rawlings in respect of 8,976,500 Sureserve Shares she
beneficially owns.
When taken together with the irrevocable undertakings provided by Sureserve
Directors who are interested in Sureserve Shares, Bidco has therefore received
irrevocable undertakings in respect of 39,352,337 Sureserve Shares,
representing, in aggregate, approximately 23.7 per cent of the Voting Shares
in issue on the Last Practicable Date.
In addition, Bidco has received a letter of intent from Slater Investments (on
behalf of funds which it manages and/or advises) confirming its intention to
vote, or procure the vote, in favour of the Scheme at the Court Meeting and
the Resolution(s) to be proposed at the General Meeting (or, in the event that
the Acquisition is to be implemented by way of a Takeover Offer, to accept, or
procure the acceptance of, such Takeover Offer) in respect of 26,318,325
Sureserve Shares (representing approximately 15.8 per cent of the Voting
Shares in issue on the Last Practicable Date).
When taken together with the irrevocable undertakings provided by Sureserve
Directors who are interested in Sureserve Shares, Bidco has therefore received
irrevocable undertakings and a letter of intent in respect of 65,670,662
Sureserve Shares, representing, in aggregate, approximately 39.5 per cent of
the Voting Shares in issue on the Last Practicable Date.
Further details of the above irrevocable undertakings and the letter of
intent, together with the irrevocable undertakings received from the Sureserve
Directors who are interested in Sureserve Shares, are set out in Appendix III
to this announcement.
Dividends
If any dividend or other distribution or return of value is announced,
declared, made, paid or becomes payable by Sureserve in respect of the
Sureserve Shares on or after the date of this announcement and prior to the
Effective Date, Bidco will have the right to reduce the Acquisition Price
payable for each Sureserve Share pursuant to the Acquisition by up to the
amount per Sureserve Share of such dividend, distribution or return of value,
in which case any references in this announcement to the Acquisition Price
payable pursuant to the Acquisition will be deemed to be references to the
Acquisition Price so reduced. In such circumstances, Sureserve Shareholders
would be entitled to receive and retain any such dividend, distribution or
return of value.
Information on Bidco and Cap10
Bidco is a newly formed company indirectly owned by funds advised or managed
by affiliates of Cap10 and has not traded since its date of incorporation, nor
has it entered into any obligations other than in connection with the
Acquisition.
Cap10, a specialist Pan-European mid-market private equity firm focused on
transactions with an enterprise value of €100 to 500 million, was created by
financial entrepreneurs to meaningfully support talented operational
entrepreneurs to impact 'societally purposeful' businesses with defensible
competitive advantages across the Business Services, Healthcare and Public
Infrastructure sectors. The founding members of Cap10 have a combined forty
years of private equity experience with a mix of large-cap private equity
firms and entrepreneurial mid-market specialist funds.
Information on Sureserve
Sureserve is a leading social housing energy services provider in the UK,
predominantly delivering installation, service, maintenance and repair works
for heating systems and energy efficiency measures in social housing, on
behalf of local authorities and housing associations.
Sureserve delivers its services through nine businesses - Aaron Services,
K&T Heating Services, Sure Maintenance, Everwarm, CorEnergy, Providor, H2O
Nationwide, Sureserve Fire & Electrical and Precision Lifts. Sureserve's
compliance businesses benefit from long standing customer relationships and
its three gas compliance businesses operate under long-term contracts with a
number of the UK's largest social housing providers. Through these
partnerships, Sureserve maintains existing heating infrastructure whilst also
helping social housing providers improve the energy efficiency of their social
housing stock and deliver on their energy transition goals. Sureserve's energy
services businesses are playing a significant role in the national energy
transition and Providor is also a key participant in supporting the
Government's smart metering roll-out.
Sureserve was founded in 1988 and is headquartered in Dartford, currently
employing more than 2,700 employees across 31 offices in the UK. The Sureserve
Shares were admitted to trading on AIM in May 2017. Prior to that, Sureserve
listed on the Main Market of the London Stock Exchange in March 2015.
Timetable and Conditions
It is intended that the Acquisition will be effected by way of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act,
further details of which are contained in the full text of this announcement.
Bidco reserves the right to elect to implement the Acquisition by way of a
Takeover Offer, subject to the consent of the Panel.
The Acquisition will be put to Sureserve Shareholders at the Court Meeting and
at the General Meeting. The Court Meeting and the General Meeting are required
to enable Sureserve Shareholders to consider and, if thought fit, vote (or
procure the vote) in favour of the Scheme and the Resolution(s) to implement
the Scheme. In order to become Effective, the Scheme must be approved by a
majority in number of the Scheme Shareholders voting (and entitled to vote) at
the Court Meeting, either in person or by proxy, representing at least 75 per
cent in value of the Scheme Shares voted. In addition, the approval of the
Resolution(s) required to approve and implement the Scheme, to be set out in
the notice of the General Meeting by the requisite majority of Sureserve
Shareholders, being at least 75 per cent of the votes validly cast on the
Resolution(s), at the General Meeting (expected to be held directly after the
Court Meeting) is also required for the implementation of the Scheme, together
with the sanction of the Scheme by the Court. Finally, a copy of the Court
Order must be delivered to the Registrar of Companies for registration, upon
which the Scheme will become Effective.
The Acquisition will be made in accordance with the Takeover Code and on the
terms and subject to the Conditions which are set out in Appendix I to this
announcement and on the further terms and conditions that will be set out in
the Scheme Document, including approval of the Sureserve Shareholders at the
Meetings, and the sanction of the Scheme by the Court.
The Scheme Document, containing further information about the Acquisition and
notices of the Court Meeting and the General Meeting and the Forms of Proxy,
shall be published as soon as practicable and, in any event, within 28 days of
the date of this announcement, unless Bidco and Sureserve otherwise agree, and
the Panel consents, to a later date.
It is expected that the Scheme Document will be published as soon as
practicable and, in any event, on or before 19 May 2023.
The Court Meeting and the General Meeting are expected to be held in June 2023
and, subject to the prior satisfaction or, where permitted, waiver of the
Conditions set out in Appendix I to this announcement, the Scheme is
expected to become Effective during late June/early July 2023.
An expected timetable of principal events will be included in the Scheme
Document.
Commenting on the Acquisition, Fabrice Nottin and Serge Touati, co-managing
partners of Cap10, said:
"Cap10 is looking forward to working with Sureserve's management team to
support them in delivering their strategic vision. Sureserve is
well-positioned to bring a full suite of products and services to its customer
base to support them in all aspects of their energy transition journey. We are
fully supportive of Sureserve's intention to become the strategic partner to
social housing landlords, local authorities and other public sector bodies to
help them achieve their goals to (i) reduce fuel poverty across, and the
carbon footprints of, their estates, and (ii) enhance the quality of living of
their tenants."
Commenting on the Acquisition, Nick Winks, Chair of Sureserve, said:
"Following the successful strategic repositioning of the Company, Sureserve
has developed into a leading UK social housing energy services group.
The Sureserve Board has great confidence in Sureserve's ongoing strategy which
it expects to deliver long-term sustainable operational and financial
performance through both organic growth and strategic acquisitions. The
Sureserve Board does, nevertheless, recognise the time value of money and that
no strategy, however well thought through and executed, is immune to a certain
degree of risk and uncertainty.
Under Bidco's private ownership, without the costs and regulation of a listed
company, Sureserve should be able to pursue its strategy more productively and
thereby sooner achieve leadership in helping our customers transition from
traditional heating fuels to renewable alternatives.
The Sureserve Directors believe that Bidco's offer presents an opportunity for
Sureserve Shareholders to realise an immediate and certain compelling value in
cash at a meaningful premium and are therefore themselves going to vote the
Sureserve Shares in which they are interested in favour of the Acquisition.
Consequently, the Sureserve Board unanimously intends to recommend that
Sureserve Shareholders also vote in favour of this Acquisition."
This summary should be read in conjunction with the full text of this
announcement and its appendices. The Acquisition shall be subject to the
Conditions and further terms that are set out in Appendix I to this
announcement and to the full terms and conditions which will be set out in the
Scheme Document. Appendix II to this announcement contains the sources of
information and bases of calculations set out in this announcement.
Appendix III to this announcement contains further details of the irrevocable
undertakings and the letter of intent. Appendix IV to this announcement
contains definitions of certain terms used in this summary and in this
announcement. The appendices form part of this announcement.
The person responsible for making this announcement on behalf of Sureserve is
John Charlton, Company Secretary.
Enquiries:
Rothschild & Co, financial adviser to Bidco Tel: +44 (0)161 827 3800
Alistair Allen Tel: +44 (0)20 7280 5000
Rob McCann
Matt Jaquiss-Ollier
Media Zoo, public relations adviser to Bidco Tel: +44 (0)7793 207 325
Alex Williams
Sureserve Tel: +44 (0)20 3961 5229
Nick Winks
Peter Smith
Sameet Vohra
Evercore, financial adviser to Sureserve Tel: +44 (0)20 7653 6000
Dimitrios Georgiou
Wladimir Wallaert
Nirav Amlani
Alex Bennett
Shore Capital, nominated adviser and corporate broker to Sureserve Tel: +44 (0)20 7408 4090
Stephane Auton
Daniel Bush
Camarco, public relations adviser to Sureserve
Ginny Pulbrook Tel: +44 (0)20 3757 4992
Tom Huddart Tel: +44 (0)20 3757 4991
IMPORTANT NOTICES
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively as financial adviser to Cap10 and Bidco and no
one else in connection with the Acquisition and will not be responsible to
anyone other than Cap10 and Bidco for providing the protections afforded to
clients of Rothschild & Co nor for providing advice in connection with the
Acquisition or any matter or arrangement referred to herein. Neither
Rothschild & Co nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Rothschild & Co in connection with the Acquisition, any
statement contained herein or otherwise.
Evercore Partners International LLP ("Evercore"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
exclusively as financial adviser to Sureserve and no one else in connection
with the matters described in this announcement and will not be responsible to
anyone other than Sureserve for providing the protections afforded to clients
of Evercore nor for providing advice in connection with the matters referred
to herein. Neither Evercore nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Evercore in connection with
this announcement, any statement contained herein, any offer or otherwise.
Apart from the responsibilities and liabilities, if any, which may be imposed
on Evercore by the Financial Services and Markets Act 2000 and successor
legislation, or the regulatory regime established thereunder, or under the
regulatory regime of any jurisdiction where exclusion of liability under the
relevant regulatory regime would be illegal, void or unenforceable, neither
Evercore nor any of its affiliates accepts any responsibility or liability
whatsoever for the contents of this announcement, and no representation,
express or implied, is made by it, or purported to be made on its behalf, in
relation to the contents of this announcement, including its accuracy,
completeness or verification of any other statement made or purported to be
made by it, or on its behalf, in connection with Sureserve or the matters
described in this announcement. To the fullest extent permitted by applicable
law, Evercore and its affiliates accordingly disclaim all and any
responsibility or liability whether arising in tort, contract or otherwise
(save as referred to above) which they might otherwise have in respect of this
announcement or any statement contained herein.
Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited
(together or individually, "Shore Capital"), which are authorised and
regulated by the Financial Conduct Authority in the United Kingdom, are acting
as nominated adviser and corporate broker to Sureserve and no one else in
connection with the matters referred to in this announcement and will not be
responsible to anyone other than Sureserve for providing the protections
afforded to clients of Shore Capital nor for providing advice in connection
with the matters referred to in this announcement. Neither Shore Capital nor
any of its affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Shore Capital in
connection with the matters referred to in this announcement.
Proskauer Rose (UK) LLP is legal adviser to Cap10 and Bidco and Eversheds
Sutherland (International) LLP is legal adviser to Sureserve.
Rothschild & Co, Evercore and Shore Capital have each given and not
withdrawn their consent to the publication of this announcement with the
inclusion herein of the references to their names in the form and context in
which they appear.
This announcement is for information purposes only and is not intended to, and
does not constitute, or form part of any offer, invitation, inducement or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of or exercise rights in respect of any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise, nor shall there be any sale, issuance or transfer of
securities of Sureserve in any jurisdiction in contravention of applicable
law. The Acquisition will be made and implemented solely through the Scheme
Document and the accompanying Forms of Proxy (or, in the event that the
Acquisition is to be implemented by way of a Takeover Offer, the Offer
Document and Forms of Acceptance), which will together contain the full terms
and conditions of the Acquisition, including details of how to vote, or
procure the vote, in respect of the Acquisition. Any vote or decision in
respect of, or other response to, the Acquisition should be made only on the
basis of the information contained in the Scheme Document (or, in the event
that the Acquisition is to be implemented by way of a Takeover Offer, the
Offer Document). Sureserve and Bidco encourage Sureserve Shareholders to read
the Scheme Document carefully when it becomes available because it will
contain important information relating to the Acquisition.
This announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document.
The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set out in this announcement since such
date.
Overseas Sureserve Shareholders
The availability of the Acquisition to Overseas Shareholders and the release,
publication or distribution of this announcement in, into or from
jurisdictions other than the United Kingdom may be restricted by the laws of
those jurisdictions and therefore persons into whose possession this
announcement comes should inform themselves of, and observe, any such
restrictions. Any person (including without limitation, nominees, trustees and
custodians) who would, or otherwise intends to, forward this announcement, the
Scheme Document or any accompanying document to any jurisdiction outside the
United Kingdom should refrain from doing so and seek appropriate professional
advice before taking any action. If any Overseas Shareholder remains in any
doubt, it should consult an appropriate independent professional adviser in
its relevant jurisdiction without delay. In particular, the ability of persons
who are not resident in the United Kingdom to vote their Sureserve Shares at
the Meetings or to execute and deliver Forms of Proxy appointing another to
vote their Sureserve Shares at the Meetings on their behalf, may be affected
by the laws of the relevant jurisdiction in which they are located.
Failure to comply with any such restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the Acquisition disclaim
any responsibility or liability for the violation of such restrictions by any
person.
This announcement has been prepared for the purposes of complying with the law
of England and Wales, the Takeover Code, the Market Abuse Regulation and the
AIM Rules 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 of England and Wales. The Acquisition
will be subject to the law of England and Wales and the jurisdiction of the
Court and the applicable requirements of the Takeover Code, the Panel, the
FCA, the London Stock Exchange (including pursuant to the AIM Rules) and the
Registrar of Companies. In accordance with normal UK practice, Bidco or its
nominees, or its brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, Sureserve Shares, other
than pursuant to the Acquisition, until the date on which the Scheme (or
Takeover Offer, if applicable) becomes Effective, lapses or is otherwise
withdrawn. These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Any information about
such purchases will be disclosed as required in the UK and will be reported to
a regulatory information service.
Notice to US Sureserve Shareholders
The Acquisition relates to the shares of an English company with a quotation
on AIM and is being made by means of a scheme of arrangement provided for
under English company law. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer or proxy solicitation rules
under the US Securities Exchange Act of 1934, as amended (the "Exchange Act").
Accordingly, the Acquisition is subject to the disclosure requirements and
practices applicable in the United Kingdom for a public acquisition by scheme
of arrangement, which differ from the disclosure requirements of the US tender
offer and proxy solicitation rules. The financial information included in this
announcement has been prepared in accordance with accounting standards
applicable in the United Kingdom and thus may not be comparable to financial
information of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting principles in the
United States. If, in the future, Bidco exercises its right, with the consent
of the Panel (if necessary) to implement the Acquisition by way of a Takeover
Offer, and determines to extend such Takeover Offer into the United States,
such Takeover Offer will be made in compliance with applicable US laws and
regulations, including Section 14(e) and Regulation 14E under the Exchange Act
and any applicable exemptions provided thereunder.
The receipt of cash pursuant to the Acquisition by a US holder of Sureserve
Shares as consideration for the transfer of its Scheme Shares pursuant to the
Scheme may be a taxable transaction for US federal income tax purposes and
under applicable US state and local, as well as foreign and other, tax laws.
Each Sureserve Shareholder is therefore urged to consult with independent
legal, tax and financial advisers in connection with making a decision
regarding the Acquisition.
It may be difficult for US Sureserve Shareholders to enforce their rights
and/or any claim arising out of the US federal laws, since Bidco and Sureserve
are organised and located in a non-US jurisdiction and some or all of their
officers and directors may be residents of a non-US jurisdiction. US Sureserve
Shareholders may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of the US securities laws. Further,
it may be difficult to compel a non-US company and its affiliates to subject
themselves to the jurisdiction and judgment of a US court. Neither the US
Securities and Exchange Commission nor any US state securities commission has
approved or disapproved of the Acquisition or determined if this announcement
is accurate or complete. Any representation to the contrary is a criminal
offence in the United States.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the
Exchange Act, Bidco, certain affiliated companies and their nominees or
brokers (acting as agents) may from time to time make certain purchases of, or
arrangements to purchase, Sureserve Shares outside of the US, other than
pursuant to the Acquisition, until the date on which the Scheme and/or
Takeover Offer becomes Effective, lapses or is otherwise withdrawn. Also, in
accordance with Rule 14e-5(b) of the Exchange Act, each of Rothschild &
Co, Evercore and Shore Capital may continue to act as an exempt principal
trader in Sureserve Shares on the London Stock Exchange. If such purchases or
arrangements to purchase were to be made, they would occur either in the open
market at prevailing prices or in private transactions at negotiated prices
and comply with applicable law, including the Exchange Act. Any information
about such purchases will be disclosed as required in the UK, will be reported
to the Regulatory News Service of the London Stock Exchange and will be
available on the London Stock Exchange website at www.londonstockexchange.com.
Forward-Looking Statements
This announcement (including information incorporated by reference into this
announcement), statements made regarding the Acquisition, and other
information to be published by Bidco, Cap10 and/or Sureserve, contain
statements which are, or may be deemed to be, "forward-looking statements".
Forward-looking statements are prospective in nature and not based on
historical facts, but rather on current expectations and projections of the
management of Bidco, Cap10 and/or Sureserve about future events, and are
therefore subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied by the
forward-looking statements.
The forward-looking statements contained in this announcement include
statements with respect to the financial condition, results of operations and
business of Sureserve and certain plans and objectives of Bidco and Cap10 with
respect thereto and other statements other than historical facts. Often, but
not always, forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts and may use words such as
"anticipate", "target", "expect", "estimate", "forecast", "intend", "plan",
"budget", "scheduled", "goal", "believe", "hope", "aims", "continue", "will",
"may", "should", "would", "could" or other words of similar meaning. These
statements are based on assumptions and assessments made by Sureserve and/or
Bidco and/or Cap10 in light of their experience and their perception of
historical trends, current conditions, future developments and other factors
they believe appropriate. By their nature, forward-looking statements involve
known and unknown risk and uncertainty and other factors which may cause
actual results, performance or developments to differ materially from those
expressed in or implied by such, because they relate to events and depend on
circumstances that will occur in the future. Although Bidco and/or Cap10
and/or Sureserve believe that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given that such
expectations will prove to have been correct and you are therefore cautioned
not to place undue reliance on these forward-looking statements which speak
only as at the date of this announcement. Neither Bidco nor Cap10 nor
Sureserve assumes any obligation to update or correct the information
contained in this announcement (whether as a result of new information, future
events or otherwise), except as required by applicable law.
There are a number of factors which could cause actual results and
developments to differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause actual results
to differ materially from those described in the forward-looking statements
include, but are not limited to: the ability to complete the Acquisition; the
ability to obtain any requisite regulatory and shareholder approvals and the
satisfaction of other Conditions on the proposed terms; changes in the global,
political, economic, business and competitive environments and in market and
regulatory forces; changes in future exchange and interest rates; changes in
tax rates; future business combinations or dispositions; changes in general
and economic business conditions; changes in the behaviour of other market
participants; the anticipated benefits of the Acquisition not being realised
as a result of changes in general economic and market conditions in the
markets and jurisdictions in which Bidco, Cap10 and Sureserve operate; weak,
volatile or illiquid capital and/or credit markets; changes in the degree of
competition in the geographic and business areas in which Bidco, Cap10 and
Sureserve operate; and changes in laws or in supervisory expectations or
requirements. Other unknown or unpredictable factors could cause actual
results to differ materially from those expected, estimated or projected in
the forward-looking statements. If any one or more of these risks or
uncertainties materialises or if any one or more of the assumptions proves
incorrect, actual results may differ materially from those expected, estimated
or projected. Such forward-looking statements should therefore be construed in
the light of such factors.
Neither Bidco nor Cap10 nor Sureserve, nor any of their respective associates
or directors, officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually occur. Given the
risks and uncertainties, you are cautioned not to place any reliance on these
forward-looking statements.
Other than in accordance with their legal or regulatory obligations, neither
Bidco nor Cap10 nor Sureserve is under any obligation, and Bidco, Cap10 and
Sureserve expressly disclaim any intention or obligation, to update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise.
No Profit Forecasts or Estimates
No statement in this announcement is intended, or is to be construed, as a
profit forecast, profit estimate or quantified financial benefits statement
for any period and no statement in this announcement should be interpreted to
mean that earnings or earnings per share for Sureserve for the current or
future financial years would necessarily match or exceed the historical
published earnings or earnings per share for Sureserve.
Disclosure Requirements of the Takeover Code
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, 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.
Information Relating to Sureserve Shareholders
Please be aware that addresses, electronic addresses and certain information
provided by Sureserve Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Sureserve may be
provided to Bidco during the offer period as required under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.
Publication on Website(s) 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 24 April 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. 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.
Rounding
Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Takeover Code, Sureserve confirms that as
at the date of this announcement it has 166,222,616 Sureserve Shares in issue
under ISIN GB00BSKS1M86 with no Sureserve Shares held in treasury. The total
number of Voting Shares is therefore 166,222,616.
General
Bidco reserves the right to elect, with the consent of the Panel (where
necessary), to implement the Acquisition by way of a Takeover Offer for the
entire issued and to be issued share capital of Sureserve not already held by
Bidco as an alternative to the Scheme. In such an event, a Takeover Offer will
be implemented on substantially the same terms, so far as applicable, as those
which would apply to the Scheme.
If the Acquisition is effected by way of Takeover Offer, and such Takeover
Offer becomes or is declared unconditional in all respects and sufficient
acceptances are received, Bidco intends to exercise its rights to apply the
provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire
compulsorily the remaining Sureserve Shares in respect of which the Takeover
Offer has not been accepted.
If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under the Financial Services and
Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if
not, from another appropriately authorised independent financial adviser.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK VERSION OF THE MARKET ABUSE REGULATION (EU 596/ 2014) AS IT FORMS PART
OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.
UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION
SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
FOR IMMEDIATE RELEASE
21 April 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"))
to be effected by way of scheme of arrangement
under Part 26 of the Companies Act 2006
1 Introduction
The Boards of Bidco and Sureserve are pleased to announce that they have
reached agreement on the terms of a recommended all cash offer pursuant to
which Bidco, a newly incorporated company established on behalf of Cap10, will
acquire the entire issued and to be issued share capital of Sureserve. It is
intended that the Acquisition will be effected by means of a Court-sanctioned
scheme of arrangement of Sureserve under Part 26 of the Companies Act (the
"Scheme").
2 The Acquisition
Under the terms of the Acquisition, which will be subject to the Conditions
and further terms set out below and in Appendix I to this announcement, and
to be set out in the Scheme Document, Sureserve Shareholders will be entitled
to receive:
125 pence in cash for each Sureserve Share held
The Acquisition values the entire issued and to be issued share capital of
Sureserve at approximately £214.1 million on a fully diluted basis.
The Acquisition Price of 125 pence for each Sureserve Share represents a
premium of approximately:
· 38.9 per cent to the Closing Price of 90 pence per Sureserve
Share on the Last Practicable Date;
· 44.8 per cent to the volume-weighted average price of 86.31 pence
per Sureserve Share for the 60 day period to (and including) the Last
Practicable Date; and
· 18.2 per cent to the all-time high Closing Price of 105.75 pence
per Sureserve Share on 12 June 2015.
If any dividend or other distribution or return of value is announced,
declared, made, paid or becomes payable by Sureserve in respect of the
Sureserve Shares on or after the date of this announcement and prior to the
Effective Date, Bidco will have the right to reduce the Acquisition Price
payable for each Sureserve Share pursuant to the Acquisition by up to the
amount per Sureserve Share of such dividend, distribution or return of value.
If any such dividend, distribution or return of value is paid or made after
the date of this announcement and Bidco exercises its rights described above,
any reference in this announcement to the Acquisition Price payable under the
Acquisition shall be deemed to be a reference to the Acquisition Price as so
reduced. In such circumstances, Sureserve Shareholders would be entitled to
receive and retain any such dividend, distribution or return of value. Any
exercise by Bidco of its rights referred to in this paragraph shall be the
subject of an announcement and, for the avoidance of doubt, shall not be
regarded as constituting any revision or variation of the terms of the
Acquisition.
In the event that the Acquisition is to be implemented by way of a Takeover
Offer, Sureserve Shares will be acquired pursuant to the Takeover Offer fully
paid and free from all liens, charges, equitable interests, encumbrances and
rights of pre-emption and any other interests of any nature whatsoever and
together with all rights attaching thereto including the right to receive and
retain all dividends and distributions declared, made or paid by reference to
a record date after the Effective Date.
It is expected that the Scheme Document will be published as soon as
practicable and, in any event, on or before 19 May 2023.
The Court Meeting and the General Meeting are expected to be held in June 2023
and, subject to the prior satisfaction of, where permitted, waiver of the
Conditions set out in Appendix I to this announcement, the Scheme is expected
to become effective during late June/early July 2023.
An expected timetable of principal events will be included in the Scheme
Document.
3 Background to and reasons for the Acquisition
Sureserve is a leading energy services provider primarily to social housing in
the United Kingdom. It specialises in the provision of inspection, compliance,
installation and maintenance services in the areas of heating, insulation and
renewable energy.
Cap10 believes that Sureserve is a high quality business with a demonstrable
track record of delivering growth in a mission critical market. Core
attractions include:
(i) its central role in supporting social housing landlords,
local authorities and public sector bodies in their goal to improve the energy
efficiency of their estates. The Bidco Directors believe that Bidco can be a
key partner in supporting Sureserve's customers during their entire energy
transition journey, addressing major environmental and societal issues related
to fuel poverty in particular. It is well-positioned to provide a
comprehensive solution and strategy to achieve the government's EPC rating
improvement targets;
(ii) strong, defensive foundations, as a provider of essential
non-discretionary services which are underpinned by increasingly demanding
regulations; and
(iii) its meaningful potential for transformational growth through
the expansion of its services on a national basis and to a wider number of
customers, and through taking a key role in driving the UK's energy
transition.
Cap10 believes that, under private ownership, with the ability to focus on
long-term strategic goals and the right access to capital, Sureserve will be
able to accelerate its growth significantly both organically and through
M&A. Cap10 intends to work with Sureserve's management team to support
them and help the Company achieve its full potential.
4 Sureserve Board recommendation
Background to and reasons for the recommendation
Since Sureserve's initial public offering in 2015, Sureserve has refocused to
become a leading social housing energy services group with more than 2,700
employees across 31 offices in the UK, focused on delivering comprehensive and
high quality services to its customers and communities.
Following the sale of its non-core property and construction service
subsidiaries in 2018, Sureserve's Board and management successfully
repositioned the Group around its core specialisms of gas compliance and
energy efficiency services, whilst addressing a range of complex legacy issues
and implementing enhanced risk management controls and systems. This was a
critical step in laying the foundations for the Group to deliver long-term
sustainable operational and financial performance.
The Group's renewed strategic focus has resulted in meaningful new wins in
both Gas and Energy Efficiency & Renewables services and FY 2022 delivered
record results for the fourth year running, as highlighted in the preliminary
results announced on 24 January 2023. Sureserve expects to generate strong and
sustainable growth in the years to come, underpinned by a healthy order book
and long-term contracts with blue-chip customers. The Sureserve Board is
confident in Sureserve's future prospects and ability to continue to retain
existing clients, attract new clients and drive long-term value for all key
stakeholders.
The Board of Sureserve believes that the built environment in which
communities and businesses exist is central to tackling the cost of living and
energy crisis within the UK. Through energy efficiency improvements available
to buildings, the long-term goal of warm, insulated homes heated with low
carbon technologies, reduced energy bills and lower carbon emissions will lead
to improvements to health and well-being for those communities. Those low
carbon technologies, such as air and ground source heat pumps and solar PV,
are experiencing ever greater attention from clients looking to deliver on net
zero commitments, who in turn value the knowledge and expertise of a long-term
renewables partner such as Sureserve.
In January 2022, the Board of Sureserve identified social housing energy
services as the Group's core market, given its inherent attractive features:
low cyclicality, non-discretionary spending profile and sectoral tailwinds.
Sureserve is already one of the leading social housing energy services
providers in the UK. The growth of the Group, both organically and through
acquisitions, remains a key part of Sureserve's strategy, allowing the Group
to keep pace with these fast growing and developing markets.
Sureserve's goal is to continue to build on its position as one of the leading
energy services providers to the social housing sector in the UK with the
stated ambition to double sales and significantly improve the Company's
earnings and net margin by September 2026.
Since 2019, Sureserve has acquired two businesses that have reinforced its
ability to grow organically, by improving its capabilities, service offering,
customer base and geographical footprint. Most recently, Sureserve's
investments have focused on positioning the Group at the forefront of the
energy transition, as illustrated by the acquisition of CorEnergy, a
renewables specialist, in December 2021. Sureserve is also currently in
advanced discussions regarding a possible additional acquisition, although
there is no certainty that the discussions will result in any agreement.
Sureserve has a pipeline of strategic acquisition opportunities in gas heating
and the renewable energy sector which are central to achieving its strategic
targets. The ability to execute and fund transactions in a timely and
efficient manner has become increasingly important in a highly fragmented and
competitive market. Under Cap10's ownership in a private environment, with
access to greater and more flexible long-term capital sources, Sureserve
should be able to deliver on its acquisition and growth strategy more quickly
than as a quoted company and solidify its leading position for the benefit of
customers, communities, employees and other stakeholders.
Reasons for the Recommendation
In assessing the terms of the Acquisition, the Sureserve Directors considered
the all-cash nature of the consideration and unanimously believe that the
Acquisition provides an opportunity for Sureserve Shareholders to realise an
immediate and certain compelling value in cash, rather than supporting
Sureserve's acquisitive growth strategy today and waiting to realise the
future value of their investment.
The Acquisition Price, which the Sureserve Board believes will be attractive
to Sureserve Shareholders, represents a premium of approximately:
· 38.9 per cent to the Closing Price of 90 pence per
Sureserve Share on the Last Practicable Date;
· 44.8 per cent to the volume-weighted average price of 86.31
pence per Sureserve Share for the 60 day period to (and including) the Last
Practicable Date; and
· 18.2 per cent to the all-time high Closing Price of 105.75
pence per Sureserve Share on 12 June 2015.
In addition, the Sureserve Board has taken into account the fact that Bidco
has received irrevocable undertakings and a letter of intent from certain
Sureserve Shareholders, together with irrevocable undertakings from the
Sureserve Directors who are interested in Sureserve Shares, in respect of
65,670,662 Sureserve Shares, in aggregate, representing 39.5 per cent of the
existing issued share capital of Sureserve on the Last Practicable Date.
The Sureserve Directors have considered the interests of Sureserve
Shareholders as well as Sureserve's employees, customers and wider
stakeholders in reaching their decision to recommend the Acquisition to
Sureserve Shareholders.
Sureserve Board recommendation
The Sureserve Board, which has been so advised by Evercore as to the financial
terms of the Acquisition, considers the terms of the Acquisition to be fair
and reasonable. In providing its financial advice to the Sureserve Board,
Evercore has taken into account the commercial assessments of the Sureserve
Board. Evercore is providing independent financial advice to the Sureserve
Board for the purposes of Rule 3 of the Takeover Code.
The Sureserve Board believes that the terms of the Acquisition are in the best interests of Sureserve Shareholders as a whole and intends unanimously to recommend that Sureserve Shareholders vote, or procure the vote, in favour of the Scheme at the Court Meeting and the Resolution(s) to be proposed at the General Meeting which is to be convened to approve the Acquisition (or, in the event that the Acquisition is to be implemented by way of a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer), as the Sureserve Directors who are interested in Sureserve Shares have irrevocably undertaken to do in respect of their entire beneficial holdings of Sureserve Shares, being a total of 375,837 Sureserve Shares (representing, in aggregate, approximately 0.2 per cent of the Voting Shares in issue on the Last Practicable Date).
5 Financing
The cash consideration payable by Bidco to Sureserve Shareholders pursuant to
the terms of the Acquisition will be financed by a combination of equity
financing and new debt.
· The equity financing is to be provided by an equity commitment
letter entered into by funds managed and/or advised by Cap10.
· The debt financing is to be provided pursuant to a new interim
debt facility entered into by funds managed and/or advised by Pemberton as
lender.
In accordance with Rule 2.7(d) of the Code, Rothschild & Co, as financial
adviser to Bidco, is satisfied that sufficient resources are available to
Bidco to satisfy in full the cash consideration payable to Sureserve
Shareholders under the terms of the Acquisition.
Further information on the financing of the Acquisition will be set out in the
Scheme Document.
6 Information on Bidco and Cap10
Bidco is a newly formed company indirectly owned by funds advised or managed
by affiliates of Cap10 and has not traded since its date of incorporation, nor
has it entered into any obligations other than in connection with the
Acquisition.
Cap10, a specialist Pan-European mid-market private equity firm focused on
transactions with an enterprise value of €100 to 500 million, was created by
financial entrepreneurs to meaningfully support talented operational
entrepreneurs to impact 'societally purposeful' businesses with defensible
competitive advantages across the Business Services, Healthcare and Public
Infrastructure sectors. The founding members of Cap10 have a combined forty
years of private equity experience with a mix of large-cap private equity
firms and entrepreneurial mid-market specialist funds.
7 Information on Sureserve
Sureserve is a leading social housing energy services provider in the UK,
predominantly delivering installation, service, maintenance and repair works
for heating systems and energy efficiency measures in social housing, on
behalf of local authorities and housing associations.
Sureserve delivers its services through nine businesses - Aaron Services,
K&T Heating Services, Sure Maintenance, Everwarm, CorEnergy, Providor, H2O
Nationwide, Sureserve Fire & Electrical and Precision Lifts. Sureserve's
compliance businesses benefit from long standing customer relationships and
its three gas compliance businesses operate under long-term contracts with a
number of the UK's largest social housing providers. Through these
partnerships, Sureserve maintains existing heating infrastructure whilst also
helping social housing providers improve the energy efficiency of their social
housing stock and deliver on their energy transition goals. Sureserve's energy
services businesses are playing an important role in the national energy
transition and Providor is also a key participant in supporting the
Government's smart metering roll-out.
Sureserve was founded in 1988 and is headquartered in Dartford, currently
employing more than 2,700 employees across 31 offices in the UK. The Sureserve
Shares were admitted to trading on AIM in May 2017. Prior to that, Sureserve
listed on the Main Market of the London Stock Exchange in March 2015.
8 Management, employees, research and development, locations of business and pension schemes
Strategic plans for Sureserve
Bidco has a high regard for Sureserve's business, management and employees and
intends to support them in accelerating the delivery of the Group's current
strategy by leveraging the capabilities, know-how, scale and capital resources
of Cap10. Bidco recognises that the skills and experience of the current
management and employees of Sureserve will be key to delivering this vision
and ensuring the long-term success of Sureserve.
Bidco also intends to assist management in identifying, assessing and
financing further strategic acquisitions, in line with Sureserve's ongoing
strategy of accelerating organic growth to enhance Sureserve's capabilities
for the benefit of customers, communities, employees and other stakeholders.
Due to the inherent constraints of a public offer process, Bidco has not yet
however had access to sufficiently detailed operational information to
formulate a definitive strategy for Sureserve. Therefore, following completion
of the Acquisition, Bidco intends to consult and work with Sureserve's
management to undertake a detailed strategic, commercial, operational,
financial and ESG evaluation of Sureserve (the "Strategic Evaluation"). Bidco
expects that the Strategic Evaluation will be completed within approximately
three to six months after the Effective Date. The Strategic Evaluation will
include:
· a review of the short and long-term objectives, strategy, capital
requirements, performance and potential of each of Sureserve's businesses,
including the potential identification of any businesses that may be
considered to be non-core going forward;
· engaging with key stakeholders in both the compliance and energy
services businesses to define long-term strategic goals and the resources
necessary to achieve those goals;
· an analysis of progress on Sureserve's key services and programmes and
the opportunity to enhance collaboration across the various subsidiaries; and
· a review of the two entities currently being held for sale by
Sureserve, being Sureserve Fire & Electrical and Precision Lifts. Whilst
no decision has been made, it is currently anticipated that the Strategic
Evaluation will reaffirm the Group's intention to divest Sureserve Fire &
Electrical and Precision Lifts.
Management and employees
Bidco recognises that Sureserve's management and employees will be key to its
future success.
Bidco confirms that, following the Effective Date, its intention is that the
existing contractual and statutory employment rights, including in relation to
Sureserve's pension schemes, of all management and employees of Sureserve and
the Sureserve Group will be fully safeguarded in accordance with applicable
law. In particular, Bidco does not intend to make any material change in the
conditions of employment, or in the balance of skills and functions, of the
employees and management of Sureserve and the Sureserve Group other than in
respect of functions which will no longer be required following Sureserve
ceasing to be a public company.
Each of the non-executive members of the Sureserve Board have agreed to resign
as a director of Sureserve with effect from completion of the Acquisition.
As set out above, Bidco expects to continue enhancing Sureserve's organic
growth with strategic acquisitions. Any decisions made by Cap10 on the
Acquisition will be unaffected by the potential integration of such future
acquisitions by Sureserve.
Whilst no decisions have yet been made by Bidco in relation to specific
actions that may be taken following the Strategic Evaluation, it is possible
that the conclusions of the Strategic Evaluation, the Company ceasing to be a
public company and the integration of any future acquisitions with other
Sureserve businesses (including duplications of costs and roles and/or
opportunities for streamlining Sureserve's operations identified as a result
of the integration of any such future acquisitions with other Sureserve
businesses) may result in reductions to headcount which are not material in
the context of the Sureserve Group as a whole.
Management incentivisation arrangements
Bidco has not entered into, and has not discussed any form of, incentivisation
arrangements with members of Sureserve's management. Bidco intends to put in
place appropriate arrangements for Sureserve's management following completion
of the Acquisition to ensure the retention of management and the continued
good governance of the business.
Research and development
Bidco does not intend to materially alter Sureserve's level of expenditure on
research and development.
Locations of business and fixed assets
Following the Effective Date, Bidco's intention is that Sureserve will
continue to operate as a standalone business group. Bidco does not intend to
undertake any material restructurings or to implement any change in the
locations of Sureserve's places of business, or redeploy the fixed assets of
Sureserve, save for ordinary course relocations consistent with past practice
and according to business demand, including the possible integration of future
acquired businesses. Bidco does not intend to change the location or functions
of Sureserve's headquarters.
Trading facilities
Sureserve Shares are currently traded on AIM. Prior to the Scheme becoming
Effective, Sureserve will apply to the London Stock Exchange for the
cancellation of admission to trading of the Sureserve Shares on AIM to take
effect shortly after the Effective Date and thereafter there will be no
trading facilities in relation to Sureserve shares. Following the Effective
Date and after the admission to trading of the Sureserve Shares on AIM has
been cancelled, Bidco intends that Sureserve will be re-registered as a
private company under the relevant provision of the Companies Act.
Pension schemes
Sureserve does not operate or contribute to any defined benefit pension
schemes in respect of its employees. It does, however, contribute to certain
defined contribution pension plans. Cap10 does not intend to make any changes
to the contribution rates, the accrual of benefits for existing members or the
rules applicable to the admission of new members that currently apply under
Cap10's defined contribution pension plans. Cap10 intends to comply with all
applicable law in connection with the provision of retirement benefits.
Post-offer undertakings
No statements in this paragraph 8 are "post-offer undertakings" for the
purposes of Rule 19.5 of the Takeover Code.
Views of the Sureserve Board
In considering whether to recommend the Acquisition to Sureserve Shareholders,
the Sureserve Directors have given due consideration to Bidco's strategic
plans for Sureserve and to the assurances that Bidco has given regarding
Sureserve's management and employees and the locations of Sureserve's
businesses.
The Sureserve Directors welcome Bidco's statement that, following completion of the Acquisition, Bidco has no intention to make any material changes to the conditions of employment of the employees or management of Sureserve and that the existing employment rights, including pension rights, of existing management and employees of Sureserve will be fully safeguarded in line with applicable law. The Sureserve Directors also welcome Bidco's stated intentions not to make material changes to the balance of skills and functions of the employees and management of Sureserve. The Sureserve Directors consider it important that Sureserve employees who remain with the Company have certainty as to the continuing terms of their employment.
In addition, the Sureserve Directors are pleased that Bidco intends to continue to support management's strategy to develop the business through organic initiatives and strategic acquisitions and does not intend to materially alter Sureserve's expenditure on research and development.
The Board of Sureserve notes Bidco's intention to undertake the Strategic
Evaluation following completion of the Acquisition. The Sureserve Directors
further note that it is possible that the conclusions of the Strategic
Evaluation, the Company ceasing to be a public company and the integration of
any future acquisitions with other Sureserve businesses may result in
reductions to headcount which are not material in the context of the Sureserve
Group as a whole.
The Sureserve Directors note that Bidco does not intend to undertake any material restructurings and welcomes the fact that Bidco does not have any current plans to change the locations of Sureserve's places of business and intends to maintain Sureserve's existing corporate headquarters and associated functions in Dartford.
Having taken into account all relevant factors, the Sureserve Directors believe that the terms of the Acquisition are compelling, acknowledge the quality and strong prospects of Sureserve's business and deliver attractive value to Sureserve Shareholders in cash allowing them to crystallise the value of their holdings. As such, the Sureserve Directors intend unanimously to recommend the Acquisition to Sureserve Shareholders.
9 Irrevocable undertakings and letter of intent
In addition to the irrevocable undertakings referred to in paragraph 4 above,
Bidco has received irrevocable undertakings from certain other Sureserve
Shareholders as detailed below to vote in favour (or procure the vote in
favour) of the Scheme at the Court Meeting and the Resolution(s) to be
proposed at the General Meeting (or, in the event that the Acquisition is to
be implemented by way of a Takeover Offer, to accept, or procure the
acceptance of, such Takeover Offer) in respect of 38,976,500 Sureserve Shares
(representing, in aggregate, approximately 23.4 per cent of the Voting Shares
in issue on the Last Practicable Date:
· Harwood Capital in respect of 30,000,000 Sureserve Shares beneficially
owned by funds managed and/or advised by it; and
· Miren Rawlings in respect of 8,976,500 Sureserve Shares she
beneficially owns.
Bidco has therefore received irrevocable undertakings in respect of 39,352,337
Sureserve Shares (representing, in aggregate, approximately 23.7 per cent of
the Voting Shares in issue on the Last Practicable Date).
In addition, Bidco has received a letter of intent from Slater Investments (on
behalf of funds which it manages and/or advises) confirming its intention to
vote, or procure the vote, in favour of the Scheme at the Court Meeting and
the Resolution(s) to be proposed at the General Meeting (or, in the event that
the Acquisition is to be implemented by way of a Takeover Offer, to accept, or
procure the acceptance of, such Takeover Offer) in respect of 26,318,325
Sureserve Shares (representing approximately 15.8 per cent of the Voting
Shares in issue on the Last Practicable Date).
Bidco has therefore received irrevocable undertakings and a letter of intent
in respect of 65,670,662 Sureserve Shares (representing, in aggregate,
approximately 39.5 per cent of the Voting Shares in issue on the Last
Practicable Date).
Further details of the above irrevocable undertakings and the letter of
intent, together with the irrevocable undertakings received from the Sureserve
Directors, are set out in Appendix III to this announcement.
10 Sureserve Share Schemes and other company arrangements
Participants in the Sureserve Share Schemes will be contacted regarding the
effect of the Acquisition on their rights under the Sureserve Share Schemes
and appropriate proposals will be made to such participants in due course.
Details of the terms of such proposals will be included in the Scheme Document
and separate proposal documentation to be sent to such participants.
11 Offer-related arrangements
Confidentiality Agreement
Cap10 and Sureserve have entered into a confidentiality agreement dated 8
February 2023 (as amended pursuant to the Confidentiality Agreement Side
Letter referred to below and further on 30 March 2023) (the "Confidentiality
Agreement") pursuant to which Cap10 has undertaken, amongst other things, to:
(a) keep confidential information relating to the Acquisition and to Sureserve
and not to disclose it to third parties (other than certain permitted parties)
unless required by, amongst other things, law or regulation; and (b) use the
confidential information for the sole purpose of considering, evaluating,
negotiating, implementing or advising on the potential Acquisition. These
confidentiality obligations remain in force for a period of 2 years after the
date of the Confidentiality Agreement (subject to certain exceptions).
The Confidentiality Agreement also contains provisions pursuant to which Cap10
has agreed to procure that, subject to customary exceptions (including the
Scheme), Cap10 will not, directly or indirectly, deal in Sureserve Shares
without the prior written consent of Sureserve. These standstill provisions
remain in force until the date which is 12 months from the date of the
Confidentiality Agreement.
The Confidentiality Agreement also contains certain non-solicitation
undertakings from Cap10 in relation to certain employees and significant
customers of Sureserve in certain circumstances.
Confidentiality Agreement Side Letter
Cap10 and Sureserve have entered into a side letter to the Confidentiality
Agreement dated 13 March 2023 (the "Side Letter") pursuant to which Sureserve
agreed to provide certain confidential information relating to claims and
potential claims by and against Sureserve and its subsidiaries subject to the
Confidentiality Agreement to Cap10 on the basis that such information was
protected against disclosure by common interest privilege.
Sureserve Share Schemes Side Letter
Bidco and Sureserve have entered into a side letter dated 21 April 2023
pursuant to which Sureserve has confirmed to Bidco the manner in which the
Remuneration Committee of the Board of Sureserve has exercised its discretion
as to how the subsisting options and/or awards pursuant to the Sureserve
Performance Share Plan and the Sureserve Company Share Option Plan will be
treated in connection with the Acquisition if the Scheme is sanctioned by the
Court (the "Sureserve Share Schemes Side Letter").
12 Structure of the Acquisition and Conditions
It is intended that the Acquisition will be implemented by way of a
Court-sanctioned scheme of arrangement of Sureserve under Part 26 of the
Companies Act, although Bidco reserves the right to elect to implement the
Acquisition by means of a Takeover Offer (subject to Panel consent).
The purpose of the Scheme is to provide for Bidco to become the owner of the
entire issued and to be issued share capital of Sureserve. Following the
Scheme becoming Effective, the Scheme Shares will be transferred to Bidco, in
consideration for which Scheme Shareholders whose names appear on the register
of members of Sureserve at the Scheme Record Time will receive 125 pence per
Scheme Share in cash on the basis set out in paragraph 2 of this
announcement. The process involves, amongst other things, an application by
Sureserve to the Court to sanction the Scheme.
The Acquisition will be subject to the Conditions and further terms set out in
Appendix I to this announcement and to be set out in the Scheme Document. The
Acquisition is conditional upon the Scheme becoming Effective, subject to the
Takeover Code, on or before the Long Stop Date or such later date (if any) as
Bidco and Sureserve may agree and the Panel and, if required, the Court may
allow. In summary, the Scheme will be conditional, amongst other things, upon:
· the approval of the Scheme by a majority in number of the Scheme
Shareholders present and voting (and entitled to vote), either in person or by
proxy, at the Court Meeting (or any adjournment thereof), representing not
less than 75 per cent in value of the Scheme Shares held by such Scheme
Shareholders and such Court Meeting being held on or before the 22nd day after
the expected date of the Court Meeting to be set out in the Scheme Document
(or such later date (if any) as Bidco and Sureserve may agree);
· the Resolution(s) required to approve and implement the Scheme, to be
set out in the notice of the General Meeting, being duly passed by the
requisite majorities of Sureserve Shareholders at the General Meeting (or at
any adjournment thereof) and such General Meeting being held on or before 22nd
day after the expected date of the General Meeting to be set out in the Scheme
Document (or such later date (if any) as Bidco and Sureserve may agree);
· the sanction of the Scheme by the Court (without modification or with
modification on terms acceptable to Bidco and Sureserve) and the delivery of a
copy of the Court Order to the Registrar of Companies and the Court Hearing
being held on or before 22nd day after the expected date of the Court Hearing
to be set out in the Scheme Document (or such later date (if any) as Bidco and
Sureserve may agree); and
· the other Conditions not otherwise identified above either being
satisfied or, with the exception of certain Conditions which are not capable
of waiver, waived.
The deadlines for the timing of the Court Meeting, the General Meeting and the
Court Hearing to approve the Scheme as set out above may be waived by Bidco
and the Long Stop Date may be extended by agreement between Sureserve and
Bidco.
Once the necessary approvals from Sureserve Shareholders and the Court have
been obtained and the other Conditions have been satisfied or (where
applicable) waived, the Scheme shall then become Effective upon delivery of a
copy of the Court Order to the Registrar of Companies.
If the Scheme has not become Effective by the Long Stop Date (or such later
date (if any) as Sureserve and Bidco may, with the consent of the Panel, agree
and (if required) the Court may allow), the Scheme will not be implemented and
the Acquisition will not proceed.
Upon the Scheme becoming Effective, it will be binding on all Sureserve
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting and/or the General Meeting (and, if they attended and voted,
whether or not they voted in favour). Share certificates in respect of
Sureserve Shares will cease to be valid and entitlements to Sureserve Shares
held within the CREST system will be cancelled. The cash consideration will be
despatched by Bidco to Scheme Shareholders no later than 14 days after the
Effective Date.
Any Sureserve Shares issued at or before the Scheme Record Time will be
subject to the terms of the Scheme. The Resolution(s) to be proposed at the
General Meeting will, amongst other matters, provide that the articles of
association of Sureserve be amended to incorporate provisions requiring any
Sureserve Shares issued after the Scheme Record Time (other than to Bidco
and/or its nominees) to be automatically transferred to Bidco on the same
terms as the Acquisition (other than terms as to timings and formalities).
These provisions of the Articles (as amended) will avoid any person (other
than Bidco and/or its nominees) holding Sureserve Shares after the Effective
Date.
The Scheme Document will include full details of the Scheme, together with
notices of the Court Meeting and the General Meeting and the expected
timetable for the implementation of the Scheme and will specify the action to
be taken by Scheme Shareholders. The Scheme Document, together with the
accompanying Forms of Proxy, will be posted to Sureserve Shareholders within
28 days of this announcement (unless the Panel agrees otherwise) and will be
made available to the participants of the Sureserve Share Schemes, for
information only. The Acquisition will lapse if the Scheme does not become
Effective by the Long Stop Date (or such later date (if any) as Bidco and
Sureserve may agree and the Panel and, if required, the Court may allow).
Subject to, amongst other things, the satisfaction (or, where applicable,
waiver) of the Conditions, it is expected that the Acquisition will become
Effective during late June/early July 2023.
The Scheme will be governed by English law and will be subject to the
applicable requirements of the Takeover Code, the Panel, the FCA, the London
Stock Exchange (including pursuant to the AIM Rules) and the Registrar of
Companies.
13 Cancellation of admission to trading of the Sureserve Shares on AIM and re-registration
Prior to the Scheme becoming Effective, it is intended that Sureserve will
apply to the London Stock Exchange for, subject to the Scheme becoming
Effective, the cancellation of trading in the Sureserve Shares on AIM to take
effect shortly after the Effective Date. The last day of dealings in, and
registration of transfers of, the Sureserve Shares is expected to be the
Business Day immediately prior to the Scheme becoming Effective and no
transfers will be registered after 6:00pm (London time) on that date.
Upon the Scheme becoming Effective, Bidco will acquire the Sureserve Shares
fully paid and free from all liens, charges, equitable interests, encumbrances
and rights of pre-emption and any other interests of any nature whatsoever and
together with all rights attaching thereto including the right to receive and
retain all dividends and distributions declared, made or paid by reference to
a record date after the Effective Date.
On the Effective Date, share certificates in respect of Sureserve Shares will
cease to be valid and entitlements to Sureserve Shares held within the CREST
system will be cancelled or transferred.
It is also proposed that, following the Effective Date and after the admission to trading of the Sureserve Shares on AIM has been cancelled, Sureserve will be re-registered as a private company under the relevant provisions of the Companies Act.
14 Disclosure of interests in Sureserve
As at the Last Practicable Date, save for the irrevocable undertakings and the
letter of intent referred to in paragraph 9 above, neither Cap10 nor Bidco,
nor any of their respective directors, nor, so far as Bidco is aware, any
person acting, or deemed to be acting, in concert with Bidco (within the
meaning of the Takeover Code):
· had an interest in, or right to subscribe for, relevant
securities of Sureserve;
· had any short position in (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 of, relevant securities of
Sureserve;
· had procured an irrevocable commitment or letter of intent to accept
the terms of the Acquisition in respect of relevant securities of Sureserve;
or
· had borrowed or lent any Sureserve Shares (including for these purposes,
any financial collateral arrangements of the kind referred to in Note 4 on
Rule 4.6 of the Takeover Code) save for any borrowed shares which have been
either on-lent or resold.
Furthermore, save for the irrevocable undertakings described in paragraph 9
above, no arrangement exists between Bidco or Sureserve or a person acting in
concert with Bidco or Sureserve in relation to Sureserve Shares. For these
purposes, an "arrangement" includes any indemnity or option arrangement, any
agreement or any understanding, formal or informal, of whatever nature,
relating to Sureserve Shares which may be an inducement to deal or refrain
from dealing in such securities.
It has not been practicable for Bidco to make enquiries of all of its concert
parties in advance of the release of this announcement. Therefore, if Bidco
becomes aware, following the making of such enquiries, that any of its concert
parties have any additional interests in relevant securities of Sureserve, all
relevant details in respect of Bidco's concert parties will be included in
Bidco's opening position disclosure in accordance with Rule 8 of the Takeover
Code, which shall be made on or before 12 noon (London time) on the 10(th)
Business Day following the date of this announcement.
An "interest in" securities for these purposes arises, in summary, when a
person has long economic exposure, whether absolute or conditional, to changes
in the price of securities (and a person who only has a short position in
securities is not treated as interested in those securities). In particular, a
person will be treated as having an 'interest' by virtue of the ownership,
voting rights or control of securities, or by virtue of any agreement to
purchase, option in respect of, or derivative referenced to securities.
15 Documents published on websites
Copies of the following documents will be made available on Sureserve's and
Bidco's websites at
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 24 April 2023 until
the end of the Offer Period:
· this announcement;
· the irrevocable undertakings and the letter of intent referred to
in paragraph 9 above;
· the Confidentiality Agreement and the side letters thereto
referred to in paragraph 11 above;
· the Sureserve Share Schemes Side Letter as referred to in
paragraph 11 above;
· the equity commitment letter from funds managed and/or advised by
Cap10 dated 21 April 2023;
· the interim finance agreement entered into by funds managed and/or
advised by Pemberton dated 21 April 2023; and
· consent letters from Evercore, Rothschild & Co and Shore
Capital.
Neither the contents of Sureserve's and Bidco's websites, nor the content of
any other website accessible from hyperlinks on either such websites, is
incorporated into or forms part of, this announcement.
Enquiries:
Rothschild & Co, financial adviser to Bidco Tel: +44 (0)161 827 3800
Alistair Allen Tel: +44 (0)20 7280 5000
Rob McCann
Matt Jaquiss-Ollier
Media Zoo, public relations adviser to Bidco
Alex Williams Tel: +44 (0)7793 207 325
Sureserve Tel: +44 (0)20 3961 5229
Nick Winks
Peter Smith
Sameet Vohra
Evercore, financial adviser to Sureserve Tel: +44 (0)20 7653 6000
Dimitrios Georgiou
Wladimir Wallaert
Nirav Amlani
Alex Bennett
Shore Capital, nominated adviser and corporate broker to Sureserve Tel: +44 (0)20 7408 4090
Stephane Auton
Daniel Bush
Camarco, public relations adviser to Sureserve
Ginny Pulbrook Tel: +44 (0)20 3757 4992
Tom Huddart Tel: +44 (0)20 3757 4991
IMPORTANT NOTICES
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively as financial adviser to Cap10 and Bidco and no
one else in connection with the Acquisition and will not be responsible to
anyone other than Cap10 and Bidco for providing the protections afforded to
clients of Rothschild & Co nor for providing advice in connection with the
Acquisition or any matter or arrangement referred to herein. Neither
Rothschild & Co nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Rothschild & Co in connection with the Acquisition, any
statement contained herein or otherwise.
Evercore Partners International LLP ("Evercore"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
exclusively as financial adviser to Sureserve and no one else in connection
with the matters described in this announcement and will not be responsible to
anyone other than Sureserve for providing the protections afforded to clients
of Evercore nor for providing advice in connection with the matters referred
to herein. Neither Evercore nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Evercore in connection with
this announcement, any statement contained herein, any offer or otherwise.
Apart from the responsibilities and liabilities, if any, which may be imposed
on Evercore by the Financial Services and Markets Act 2000 and successor
legislation, or the regulatory regime established thereunder, or under the
regulatory regime of any jurisdiction where exclusion of liability under the
relevant regulatory regime would be illegal, void or unenforceable, neither
Evercore nor any of its affiliates accepts any responsibility or liability
whatsoever for the contents of this announcement, and no representation,
express or implied, is made by it, or purported to be made on its behalf, in
relation to the contents of this announcement, including its accuracy,
completeness or verification of any other statement made or purported to be
made by it, or on its behalf, in connection with Sureserve or the matters
described in this announcement. To the fullest extent permitted by applicable
law, Evercore and its affiliates accordingly disclaim all and any
responsibility or liability whether arising in tort, contract or otherwise
(save as referred to above) which they might otherwise have in respect of this
announcement or any statement contained herein.
Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited
(together or individually, "Shore Capital"), which are authorised and
regulated by the Financial Conduct Authority in the United Kingdom, are acting
as nominated adviser and corporate broker to Sureserve and no one else in
connection with the matters referred to in this announcement and will not be
responsible to anyone other than Sureserve for providing the protections
afforded to clients of Shore Capital nor for providing advice in connection
with the matters referred to in this announcement. Neither Shore Capital nor
any of its affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Shore Capital in
connection with the matters referred to in this announcement.
Proskauer Rose (UK) LLP is legal adviser to Cap10 and Bidco and Eversheds
Sutherland (International) LLP is legal adviser to Sureserve.
Rothschild & Co, Evercore and Shore Capital have each given and not
withdrawn their consent to the publication of this announcement with the
inclusion herein of the references to their names in the form and context in
which they appear.
This announcement is for information purposes only and is not intended to, and
does not constitute, or form part of any offer, invitation, inducement or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of or exercise rights in respect of any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise, nor shall there be any sale, issuance or transfer of
securities of Sureserve in any jurisdiction in contravention of applicable
law. The Acquisition will be made and implemented solely through the Scheme
Document and the accompanying Forms of Proxy (or, in the event that the
Acquisition is to be implemented by way of a Takeover Offer, the Offer
Document and Forms of Acceptance), which will together contain the full terms
and conditions of the Acquisition, including details of how to vote, or
procure the vote, in respect of the Acquisition. Any vote or decision in
respect of, or other response to, the Acquisition should be made only on the
basis of the information contained in the Scheme Document (or, in the event
that the Acquisition is to be implemented by way of a Takeover Offer, the
Offer Document). Sureserve and Bidco encourage Sureserve Shareholders to read
the Scheme Document carefully when it becomes available because it will
contain important information relating to the Acquisition.
This announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document.
The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set out in this announcement since such
date.
Overseas Sureserve Shareholders
The availability of the Acquisition to Overseas Shareholders and the release,
publication or distribution of this announcement in, into or from
jurisdictions other than the United Kingdom may be restricted by the laws of
those jurisdictions and therefore persons into whose possession this
announcement comes should inform themselves of, and observe, any such
restrictions. Any person (including without limitation, nominees, trustees and
custodians) who would, or otherwise intends to, forward this announcement, the
Scheme Document or any accompanying document to any jurisdiction outside the
United Kingdom should refrain from doing so and seek appropriate professional
advice before taking any action. If any Overseas Shareholder remains in any
doubt, it should consult an appropriate independent professional adviser in
its relevant jurisdiction without delay. In particular, the ability of persons
who are not resident in the United Kingdom to vote their Sureserve Shares at
the Meetings or to execute and deliver Forms of Proxy appointing another to
vote their Sureserve Shares at the Meetings on their behalf, may be affected
by the laws of the relevant jurisdiction in which they are located.
Failure to comply with any such restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the Acquisition disclaim
any responsibility or liability for the violation of such restrictions by any
person.
This announcement has been prepared for the purposes of complying with the law
of England and Wales, the Takeover Code, the Market Abuse Regulation and the
AIM Rules 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 of England and Wales. The Acquisition
will be subject to the law of England and Wales and the jurisdiction of the
Court and the applicable requirements of the Takeover Code, the Panel, the
FCA, the London Stock Exchange (including pursuant to the AIM Rules) and the
Registrar of Companies. In accordance with normal UK practice, Bidco or its
nominees, or its brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, Sureserve Shares, other
than pursuant to the Acquisition, until the date on which the Scheme (or
Takeover Offer, if applicable) becomes Effective, lapses or is otherwise
withdrawn. These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Any information about
such purchases will be disclosed as required in the UK and will be reported to
a regulatory information service.
Notice to US Sureserve Shareholders
The Acquisition relates to the shares of an English company with a quotation
on AIM and is being made by means of a scheme of arrangement provided for
under English company law. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer or proxy solicitation rules
under the US Securities Exchange Act of 1934, as amended (the "Exchange Act").
Accordingly, the Acquisition is subject to the disclosure requirements and
practices applicable in the United Kingdom for a public acquisition by scheme
of arrangement, which differ from the disclosure requirements of the US tender
offer and proxy solicitation rules. The financial information included in this
announcement has been prepared in accordance with accounting standards
applicable in the United Kingdom and thus may not be comparable to financial
information of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting principles in the
United States. If, in the future, Bidco exercises its right, with the consent
of the Panel (if necessary) to implement the Acquisition by way of a Takeover
Offer, and determines to extend such Takeover Offer into the United States,
such Takeover Offer will be made in compliance with applicable US laws and
regulations, including Section 14(e) and Regulation 14E under the Exchange Act
and any applicable exemptions provided thereunder.
The receipt of cash pursuant to the Acquisition by a US holder of Sureserve
Shares as consideration for the transfer of its Scheme Shares pursuant to the
Scheme may be a taxable transaction for US federal income tax purposes and
under applicable US state and local, as well as foreign and other, tax laws.
Each Sureserve Shareholder is therefore urged to consult with independent
legal, tax and financial advisers in connection with making a decision
regarding the Acquisition.
It may be difficult for US Sureserve Shareholders to enforce their rights
and/or any claim arising out of the US federal laws, since Bidco and Sureserve
are organised and located in a non-US jurisdiction and some or all of their
officers and directors may be residents of a non-US jurisdiction. US Sureserve
Shareholders may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of the US securities laws. Further,
it may be difficult to compel a non-US company and its affiliates to subject
themselves to the jurisdiction and judgment of a US court. Neither the US
Securities and Exchange Commission nor any US state securities commission has
approved or disapproved of the Acquisition or determined if this announcement
is accurate or complete. Any representation to the contrary is a criminal
offence in the United States.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the
Exchange Act, Bidco, certain affiliated companies and their nominees or
brokers (acting as agents) may from time to time make certain purchases of, or
arrangements to purchase, Sureserve Shares outside of the US, other than
pursuant to the Acquisition, until the date on which the Scheme and/or
Takeover Offer becomes Effective, lapses or is otherwise withdrawn. Also, in
accordance with Rule 14e-5(b) of the Exchange Act, each of Rothschild &
Co, Evercore and Shore Capital may continue to act as an exempt principal
trader in Sureserve Shares on the London Stock Exchange. If such purchases or
arrangements to purchase were to be made, they would occur either in the open
market at prevailing prices or in private transactions at negotiated prices
and comply with applicable law, including the Exchange Act. Any information
about such purchases will be disclosed as required in the UK, will be reported
to the Regulatory News Service of the London Stock Exchange and will be
available on the London Stock Exchange website at www.londonstockexchange.com.
Forward-Looking Statements
This announcement (including information incorporated by reference into this
announcement), statements made regarding the Acquisition, and other
information to be published by Bidco, Cap10 and/or Sureserve, contain
statements which are, or may be deemed to be, "forward-looking statements".
Forward-looking statements are prospective in nature and not based on
historical facts, but rather on current expectations and projections of the
management of Bidco, Cap10 and/or Sureserve about future events, and are
therefore subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied by the
forward-looking statements.
The forward-looking statements contained in this announcement include
statements with respect to the financial condition, results of operations and
business of Sureserve and certain plans and objectives of Bidco and Cap10 with
respect thereto and other statements other than historical facts. Often, but
not always, forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts and may use words such as
"anticipate", "target", "expect", "estimate", "forecast", "intend", "plan",
"budget", "scheduled", "goal", "believe", "hope", "aims", "continue", "will",
"may", "should", "would", "could" or other words of similar meaning. These
statements are based on assumptions and assessments made by Sureserve and/or
Bidco and/or Cap10 in light of their experience and their perception of
historical trends, current conditions, future developments and other factors
they believe appropriate. By their nature, forward-looking statements involve
known and unknown risk and uncertainty and other factors which may cause
actual results, performance or developments to differ materially from those
expressed in or implied by such, because they relate to events and depend on
circumstances that will occur in the future. Although Bidco and/or Cap10
and/or Sureserve believe that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given that such
expectations will prove to have been correct and you are therefore cautioned
not to place undue reliance on these forward-looking statements which speak
only as at the date of this announcement. Neither Bidco nor Cap10 nor
Sureserve assumes any obligation to update or correct the information
contained in this announcement (whether as a result of new information, future
events or otherwise), except as required by applicable law.
There are a number of factors which could cause actual results and
developments to differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause actual results
to differ materially from those described in the forward-looking statements
include, but are not limited to: the ability to complete the Acquisition; the
ability to obtain any requisite regulatory and shareholder approvals and the
satisfaction of other Conditions on the proposed terms; changes in the global,
political, economic, business and competitive environments and in market and
regulatory forces; changes in future exchange and interest rates; changes in
tax rates; future business combinations or dispositions; changes in general
and economic business conditions; changes in the behaviour of other market
participants; the anticipated benefits of the Acquisition not being realised
as a result of changes in general economic and market conditions in the
markets and jurisdictions in which Bidco, Cap10 and Sureserve operate; weak,
volatile or illiquid capital and/or credit markets; changes in the degree of
competition in the geographic and business areas in which Bidco, Cap10 and
Sureserve operate; and changes in laws or in supervisory expectations or
requirements. Other unknown or unpredictable factors could cause actual
results to differ materially from those expected, estimated or projected in
the forward-looking statements. If any one or more of these risks or
uncertainties materialises or if any one or more of the assumptions proves
incorrect, actual results may differ materially from those expected, estimated
or projected. Such forward-looking statements should therefore be construed in
the light of such factors.
Neither Bidco nor Cap10 nor Sureserve, nor any of their respective associates
or directors, officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually occur. Given the
risks and uncertainties, you are cautioned not to place any reliance on these
forward-looking statements.
Other than in accordance with their legal or regulatory obligations, neither
Bidco nor Cap10 nor Sureserve is under any obligation, and Bidco, Cap10 and
Sureserve expressly disclaim any intention or obligation, to update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise.
No Profit Forecasts or Estimates
No statement in this announcement is intended, or is to be construed, as a
profit forecast, profit estimate or quantified financial benefits statement
for any period and no statement in this announcement should be interpreted to
mean that earnings or earnings per share for Sureserve for the current or
future financial years would necessarily match or exceed the historical
published earnings or earnings per share for Sureserve.
Disclosure Requirements of the Takeover Code
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, 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.
Information Relating to Sureserve Shareholders
Please be aware that addresses, electronic addresses and certain information
provided by Sureserve Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Sureserve may be
provided to Bidco during the offer period as required under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.
Publication on Website(s) 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 24 April 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. 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.
Rounding
Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Takeover Code, Sureserve confirms that as
at the date of this announcement it has 166,222,616 Sureserve Shares in issue
under ISIN GB00BSKS1M86 with no Sureserve Shares held in treasury. The total
number of Voting Shares is therefore 166,222,616.
General
Bidco reserves the right to elect, with the consent of the Panel (where
necessary), to implement the Acquisition by way of a Takeover Offer for the
entire issued and to be issued share capital of Sureserve not already held by
Bidco as an alternative to the Scheme. In such an event, a Takeover Offer will
be implemented on substantially the same terms, so far as applicable, as those
which would apply to the Scheme.
If the Acquisition is effected by way of Takeover Offer, and such Takeover
Offer becomes or is declared unconditional in all respects and sufficient
acceptances are received, Bidco intends to exercise its rights to apply the
provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire
compulsorily the remaining Sureserve Shares in respect of which the Takeover
Offer has not been accepted.
If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under the Financial Services and
Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if
not, from another appropriately authorised independent financial adviser.
appendix I
CONDITIONS AND FURTHER TERMS OF THE OFFER AND THE SCHEME
Part A: Conditions of the Acquisition and the Scheme
1 The Acquisition will be conditional upon the Scheme
becoming unconditional and Effective, subject to the provisions of the
Takeover Code, on or before the Long Stop Date.
2 The Scheme will be subject to the following conditions:
2.1 (i) its approval by a majority in number representing not less than
75 per cent in value of the Scheme Shareholders who are on the register of
members of Sureserve (or the relevant class or classes thereof, if applicable)
at the Voting Record Time, present and voting (and entitled to vote), in
person or by proxy, at the Court Meeting and at any separate class meeting
which the Court may require (or, in either case, any adjournment thereof); and
(ii) such Court Meeting (and any separate class meeting, if applicable) being
held on or before the 22nd day after the expected date of the Court Meeting to
be set out in the Scheme Document in due course (or such later date, if any,
as may be agreed by Bidco and Sureserve with the consent of the Panel (and, if
required, the Court may allow));
2.2 (i) the Resolution(s) required to approve and implement the Scheme
being duly passed by Sureserve Shareholders by the requisite majority or
majorities at the General Meeting (or any adjournment thereof); and (ii) such
General Meeting being held on or before the 22nd day after the expected date
of the General Meeting to be set out in the Scheme Document in due course (or
such later date, if any, as may be agreed by Bidco and Sureserve with the
consent of the Panel (and, if required, the Court may allow)); and
2.3 (i) the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms acceptable to
Sureserve and Bidco) and the delivery of a copy of the Court Order to the
Registrar of Companies; and (ii) the Court Hearing being held on or before the
22(nd) day after the expected date of such Court Hearing to be set out in the
Scheme Document in due course (or such later date, if any, as may be agreed by
Bidco and Sureserve with the consent of the Panel (and, if required, the Court
may allow)).
3 Subject as stated in Part B below and to the requirements of the
Panel, the Acquisition will also be conditional upon the following Conditions
and, accordingly, the necessary actions to make the Scheme Effective will not
be taken unless such Conditions (as amended if appropriate) have been
satisfied (where capable of satisfaction) and continue to be satisfied or,
where relevant, waived:
Notifications, waiting periods and Authorisations
3.1 all material notifications, filings or applications which are
necessary having been made in connection with the Acquisition and all
necessary waiting periods (including any extensions thereof) under any
applicable legislation or regulation of any jurisdiction having expired,
lapsed or been terminated (as appropriate) and all material statutory and
regulatory obligations in any jurisdiction having been complied with in
respect of the Acquisition and the acquisition or the proposed acquisition of
any shares or other securities in, or control or management of, Sureserve or
any other member of the Wider Sureserve Group by any member of the Wider Bidco
Group, in each case where the absence of such notification, filing or
application would have a material adverse effect on the Wider Bidco Group or
the Wider Sureserve Group in each case taken as a whole, and all
Authorisations necessary in respect thereof having been obtained in terms and
in a form reasonably satisfactory to Bidco from all appropriate Third Parties
or (without prejudice to the generality of the foregoing) from any person or
bodies with whom any member of the Wider Sureserve Group or the Wider Bidco
Group has entered into contractual arrangements and all such Authorisations
necessary to carry on the business of any member of the Wider Sureserve Group
in any jurisdiction remaining in full force and effect at the time at which
the Acquisition becomes otherwise unconditional and no notice of an intention
to revoke, suspend, restrict, modify or not to renew such Authorisations
having been made where, in each case, absence of such Authorisation would have
a material adverse effect on the Wider Sureserve Group or the Wider Bidco
Group, in each case, taken as a whole;
Antitrust and regulatory
3.2 no Third Party having decided, threatened or given notice in writing
of a decision to take, institute or implement any action, proceeding, suit,
investigation, enquiry or reference (and in each case, not having withdrawn
the same), or having required any action to be taken or otherwise having done
anything, or having enacted, made or proposed any statute, regulation,
decision, order or change to published practice (and in each case, not having
withdrawn the same) (in each case, which would be material in the context of
the Wider Bidco Group or the Wider Sureserve Group, in each case, taken as a
whole) and there not continuing to be outstanding any statute, regulation,
decision or order which would or might reasonably be expected to:
(a) require, prevent or materially delay the divestiture or
materially alter the terms envisaged for such divestiture by any member of the
Wider Bidco Group or by any member of the Wider Sureserve Group of all or any
material part of its businesses, assets or property or impose any limitation
on the ability of all or any of them to conduct their businesses (or any part
thereof) or to own, control or manage any of their assets or properties (or
any part thereof) (in any case, to an extent which is material in the context
of the Wider Bidco Group or the Wider Sureserve Group, as the case may be,
taken as a whole);
(b) except pursuant to Chapter 3 of Part 28 of the Companies
Act, require any member of the Wider Bidco Group or the Wider Sureserve Group
to acquire or offer to acquire any shares, other securities (or the
equivalent) or interest in any member of the Wider Sureserve Group (other than
in connection with the implementation of the Acquisition);
(c) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Bidco Group, directly or
indirectly, to acquire, hold or to exercise effectively all or any rights of
ownership in respect of shares or other securities in Sureserve or on the
ability of any member of the Wider Sureserve Group or any member of the Wider
Bidco Group, directly or indirectly, to hold or exercise effectively all or
any rights of ownership in respect of shares or other securities (or the
equivalent) in, or to exercise voting or management control over, any member
of the Wider Sureserve Group, in each case, to an extent which is material in
the context of the Wider Bidco Group or the Wider Sureserve Group, as the case
may be, taken as a whole;
(d) otherwise materially adversely affect any or all of the
business, assets or profits of any member of the Wider Sureserve Group to an
extent in any such case which is material in the context of the Wider
Sureserve Group, taken as a whole;
(e) result in any member of the Wider Sureserve Group ceasing to
be able to carry on business under any name under which it presently carries
on business (in any case, to an extent which is material in the context of the
Wider Sureserve Group, taken as a whole);
(f) make the Acquisition, its implementation or the
acquisition or proposed acquisition of any shares or other securities in, or
control or management of, Sureserve by any member of the Wider Bidco Group
void, unenforceable and/or illegal under the laws of any relevant
jurisdiction, or otherwise, directly or indirectly, materially prevent or
prohibit, restrict, restrain or delay to a material extent or otherwise
materially interfere with the implementation of, or impose material additional
conditions or obligations with respect to, or otherwise materially challenge,
impede, interfere with or require material adverse amendment of, the
Acquisition or the acquisition or proposed acquisition of any shares or other
securities in, or control or management of, Sureserve by any member of the
Wider Bidco Group;
(g) require, prevent or materially delay a divestiture by any
member of the Wider Bidco Group of any shares or other securities (or the
equivalent) in any member of the Wider Sureserve Group (in any case, to an
extent which is material in the context of the Wider Sureserve Group or the
Wider Bidco Group, as the case may be, taken as a whole); or
(h) impose any material limitation on the ability of any member
of the Wider Bidco Group or of any member of the Wider Sureserve Group to
integrate all or any part of its business with all or any part of the business
of any other member of the Wider Bidco Group and/or the Wider Sureserve Group
(in any case, to an extent which is material in the context of the Wider
Sureserve Group or the Wider Bidco Group, as the case may be, taken as a
whole),
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could decide to take, institute,
implement or threaten any such action, proceeding, suit, investigation,
enquiry or reference or take any other step under the laws of any applicable
jurisdiction in respect of the Acquisition or the acquisition or proposed
acquisition of any Sureserve Shares or otherwise intervene having expired,
lapsed or been terminated;
Certain matters arising as a result of any arrangement, agreement, etc.
3.3 save as Disclosed, there being no provision of any material
arrangement, agreement, lease, licence, franchise, permit or other instrument
to which any member of the Wider Sureserve Group is a party or by or to which
any such member or any of its assets is or may be bound, entitled or be
subject or any event or circumstance, which, as a consequence of the
Acquisition or the acquisition or the proposed acquisition by any member of
the Wider Bidco Group of any shares or other securities (or the equivalent) in
Sureserve or because of a change in the control or management of any member of
the Wider Sureserve Group or otherwise, would or might reasonably be expected
to result in, to an extent, in any such case, which is material in the context
of the Wider Sureserve Group, taken as a whole:
(a) any monies borrowed by, or any other indebtedness, actual or
contingent, of, or any grant available to, any member of the Wider Sureserve
Group being or becoming repayable, or capable of being declared repayable,
immediately or prior to its or their stated maturity date or repayment date,
or the ability of any such member to borrow monies or incur any indebtedness
being withdrawn or inhibited or being capable of becoming or being withdrawn
or inhibited;
(b) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property or
assets of any member of the Wider Sureserve Group or any such mortgage, charge
or other security interest (whenever created, arising or having arisen)
becoming enforceable;
(c) any such arrangement, agreement, lease, licence, franchise, permit
or other instrument being terminated or the rights, liabilities, obligations
or interests of any member of the Wider Sureserve Group being adversely
modified or adversely affected or any obligation or liability arising or any
adverse action being taken or arising thereunder;
(d) any liability of any member of the Wider Sureserve Group to make
any severance, termination, bonus or other payment to any of its directors, or
other officers;
(e) any member of the Wider Sureserve Group ceasing to be able to
carry on business under any name under which it presently carries on business;
(f) the value of, or the financial or trading position of any
member of the Wider Sureserve Group being prejudiced or adversely affected; or
(g) the creation of any liability (actual or contingent) by any member
of the Wider Sureserve Group other than trade creditors or other liabilities
incurred in the ordinary course of business,
and no event having occurred which, under any provision of any material
arrangement, agreement, licence, permit, franchise, lease or other instrument
to which any member of the Wider Sureserve Group is a party or by or to which
any such member or any of its assets are bound, entitled or subject, would or
might reasonably be expected to result in any of the events or circumstances
as are referred to in Conditions 3.3(a) to (g) to an extent, in any such case,
which is material in the context of the Wider Sureserve Group, taken as a
whole;
Certain events occurring since the Accounts Date
3.4 save as Disclosed, no member of the Wider Sureserve Group
having since the Accounts Date:
(a) issued, or agreed to issue, or authorised or announced its
intention to authorise or propose the issue of, additional shares of any
class, or securities or securities convertible into, or exchangeable for, or
rights, warrants or options to subscribe for or acquire, any such shares,
securities or convertible securities or transferred or sold or agreed to
transfer or sell or authorised or proposed the transfer or sale of Sureserve
Shares out of treasury (except, in each case, where relevant, as between
Sureserve and wholly-owned subsidiaries of Sureserve or between the
wholly-owned subsidiaries of Sureserve and except for the issue, or transfer
out of treasury, of Sureserve Shares in order to satisfy the exercise of
employee share options or awards under the Sureserve Share Schemes);
(b) recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution (whether
payable in cash or otherwise) other than dividends (or other distributions
whether payable in cash or otherwise) lawfully paid or made by any
wholly-owned subsidiary of Sureserve to Sureserve or any of its wholly-owned
subsidiaries;
(c) other than pursuant to the Acquisition (and except for
transactions between Sureserve and its wholly-owned subsidiaries or between
the wholly-owned subsidiaries of Sureserve or transactions in the ordinary
course of business) implemented, effected, authorised or announced its
intention to implement, effect or authorise any merger, demerger,
reconstruction, amalgamation, scheme, commitment or acquisition or disposal of
assets or shares or loan capital (or the equivalent thereof) in any
undertaking or undertakings to an extent, in any such case, which is material
in the context of the Wider Sureserve Group, taken as a whole;
(d) except for transactions in the ordinary course of business
or between the Wider Sureserve Group and its wholly-owned subsidiaries,
disposed of, or transferred, mortgaged or created any security interest over
any material asset or any right, title or interest in any material asset or
authorised or announced any intention to do so to an extent, in any such case,
which is material in the context of the Wider Sureserve Group, taken as a
whole;
(e) issued, authorised or announced an intention to authorise
the issue of or made any change in or to the terms of any debentures or become
subject to any contingent liability or (other than trade credit incurred in
the ordinary course of business) incurred or increased any indebtedness except
as between Sureserve and any of its wholly-owned subsidiaries or between such
subsidiaries which, in any case, is material in the context of the Wider
Sureserve Group, taken as a whole;
(f) entered into or varied or authorised or announced its
intention, other than in the ordinary course of business, to enter into or
vary any material contract, arrangement, agreement, transaction or commitment
(whether in respect of capital expenditure or otherwise) which is of a
long-term, unusual or onerous nature or magnitude to an extent, in any such
case, which is material in the context of the Wider Sureserve Group, taken as
a whole;
(g) entered into or varied to a material extent the terms of, or
made any offer (which remains open for acceptance) to enter into or vary to a
material extent the terms of, any contract, service agreement, commitment or
arrangement with any director of Sureserve;
(h) proposed, agreed to provide or modified, in any material
respect, the terms of any share option scheme, incentive scheme or other
benefit relating to the employment or termination of employment of any
employee of the Wider Sureserve Group (in a manner which is material in the
context of the Wider Sureserve Group, taken as a whole);
(i) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or made any other change to any part of its share capital (other than pursuant
to the implementation of the Acquisition) (in any such case, in a manner which
is material in the context of the Wider Sureserve Group, taken as a whole);
(j) (other than in respect of claims between Sureserve and any
wholly-owned subsidiaries of Sureserve) waived, compromised or settled any
claim which is material in the context of the Wider Sureserve Group, taken as
a whole;
(k) save as envisaged in accordance with the terms of the Scheme
or otherwise in connection with the Acquisition, made any material alteration
to its Articles;
(l) made or agreed or consented to any material change to the terms
of any trust deeds and rules constituting the pension scheme(s) established
for its directors, employees or their dependants or to the benefits which
accrue, or to the pensions which are payable, thereunder, or to the basis on
which qualification for, or accrual or entitlement to, such benefits or
pensions are calculated or determined or to the basis upon which the
liabilities (including pensions) of such pension schemes are funded or made,
or agreed or consented to;
(m) been unable, or admitted in writing that it is unable, to pay
its debts or commenced negotiations with one or more of its creditors with a
view to rescheduling or restructuring any of its indebtedness, or having
stopped or suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a substantial
part of its business (in any such case, in a manner which is material in the
context of the Wider Sureserve Group, taken as a whole);
(n) other than in respect of a strike-off and dissolution of a member
of the Wider Sureserve Group which is dormant and was solvent at the relevant
time, taken any steps, corporate action or had any legal proceedings
instituted or threatened in writing against it in relation to the suspension
of payments, a moratorium of any indebtedness, its winding-up (voluntary or
otherwise), dissolution, reorganisation or for the appointment of a receiver,
administrator, manager, administrative receiver, trustee or similar officer of
all or any material part of its assets or revenues or any analogous or
equivalent steps or proceedings in any jurisdiction or appointed any analogous
person in any jurisdiction or had any such person appointed (in any case, to
an extent which is material in the context of the Wider Sureserve Group, taken
as a whole);
(o) except for transactions between Sureserve and any of its
wholly-owned subsidiaries or between any such wholly-owned subsidiaries, made,
authorised or announced an intention to propose any change in its loan capital
to an extent, in any such case, which is material in the context of the Wider
Sureserve Group, taken as a whole; or
(p) entered into any agreement, arrangement, commitment or contract or
passed any resolution or made any offer (which remains open for acceptance)
with respect to, or announced an intention to, or to propose to, effect any of
the transactions, matters or events referred to in this Condition 3.4;
No adverse change, litigation, regulatory enquiry or similar
3.5 save as Disclosed, since the Accounts Date:
(a) no adverse change having occurred in the business, assets,
financial or trading position or profits of any member of the Wider Sureserve
Group which is material in the context of the Wider Sureserve Group, taken as
a whole;
(b) no litigation, arbitration proceedings, prosecution or other legal
proceedings having been threatened in writing, announced or instituted by or
against or remaining outstanding against or in respect of, any member of the
Wider Sureserve Group or to which any member of the Wider Sureserve Group is
or may become a party (whether as claimant, defendant or otherwise) having
been threatened, announced, instituted or remaining outstanding by, against or
in respect of, any member of the Wider Sureserve Group, in each case, which is
material in the context of the Wider Sureserve Group, taken as a whole;
(c) no enquiry, review or investigation by, or complaint or reference
to, any Third Party against or in respect of any member of the Wider Sureserve
Group having been threatened in writing, announced or instituted or remaining
outstanding by, against or in respect of any member of the Wider Sureserve
Group, in each case, which is material in the context of the Wider Sureserve
Group, taken as a whole;
(d) no contingent or other liability in respect of any member of the
Wider Sureserve Group having arisen or increased other than in the ordinary
course of business which is reasonably likely to materially affect adversely
the business, assets, financial or trading position or profits of any member
of the Wider Sureserve Group to an extent, in any such case, which is material
in the context of the Wider Sureserve Group, taken as a whole; and
(e) no steps having been taken and no omissions having been made
which are reasonably likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of the Wider
Sureserve Group which is necessary for the proper carrying on of its business
and the withdrawal, cancellation, termination or modification of which might
reasonably be expected to have a material adverse effect on the Wider
Sureserve Group, taken as a whole;
No discovery of certain matters regarding information, liabilities and
environmental issues
3.6 save as Disclosed, Bidco not having discovered:
(a) that any financial, business or other information concerning the
Wider Sureserve Group publicly announced prior to the date of this
announcement or disclosed at any time to any member of the Wider Bidco Group
by or on behalf of any member of the Wider Sureserve Group prior to the date
of this announcement is materially misleading, contains a material
misrepresentation of any fact, or omits to state a fact necessary to make that
information not misleading (in any case, to an extent which is material in the
context of the Wider Sureserve Group, taken as a whole);
(b) that any member of the Wider Sureserve Group is, otherwise than in
the ordinary course of business, subject to any liability, contingent or
otherwise, and which is material in the context of the Wider Sureserve Group,
taken as a whole;
(c) that any past or present member of the Wider Sureserve Group
has not complied in any material respect with all applicable legislation,
regulations of any jurisdiction or any notice or requirement of any
Authorisations relating to the use, treatment, storage, carriage, disposal,
discharge, spillage, release, leak or emission of any waste or hazardous
substance or any substance likely to impair the environment (including
property) or harm human health or otherwise relating to environmental matters
or the health and safety of humans, which non-compliance would be likely to
give rise to any material liability including any penalty for non-compliance
(whether actual or contingent) on the part of any member of the Wider
Sureserve Group (in any case, to an extent which is material in the context of
the Wider Sureserve Group, taken as a whole);
(d) that there has been a material disposal, discharge,
spillage, accumulation, release, leak, emission or the migration, production,
supply, treatment, storage, transport or use of any waste or hazardous
substance or any substance likely to impair the environment (including any
property) or harm human health (whether or not giving rise to non-compliance
with any law or regulation), which would be likely to give rise to any
material liability (whether actual or contingent) on the part of any member of
the Wider Sureserve Group (in any case, to an extent which is material in the
context of the Wider Sureserve Group, taken as a whole); or
(e) that there is, or is reasonably likely to be, any material
obligation or liability (whether actual or contingent) or requirement to make
good, remediate, repair, reinstate or clean up any property, asset or any
controlled waters currently or previously owned, occupied, operated or made
use of or controlled by any past or present member of the Wider Sureserve
Group, under any environmental legislation, common law, regulation, notice,
circular, Authorisation or order of any Third Party in any jurisdiction or to
contribute to the cost thereof or associated therewith or indemnify any person
in relation thereto (in any case, to an extent which is material in the
context of the Wider Sureserve Group, taken as a whole).
Part B: Further terms of the Acquisition
1 Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other Condition.
2 To the extent permitted by law and subject to the
requirements of the Panel and the Takeover Code, Bidco reserves the right to
waive:
2.1 the deadline set out in the Condition in paragraph 1 of Part A and
any of the deadlines set out in the Conditions in paragraph 2 of Part A for
the timing of the Court Meeting, General Meeting and the Court Hearing. If any
such deadline is not met, Bidco shall make an announcement by 8.00am (London
time) on the Business Day following such deadline confirming whether it has
invoked or waived the relevant Condition or agreed with Sureserve to extend
the deadline in relation to the relevant Condition; and
2.2 in whole or in part, all or any of the Conditions in
paragraphs 3.1 to 3.6 (inclusive) of Part A.
3 Bidco shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as fulfilled any
of Conditions set out in paragraphs 3.1 to 3.6 (inclusive) of Part A by a
date earlier than the latest date for the fulfilment of that Condition
notwithstanding that the other Conditions may at such earlier date have been
waived or fulfilled and that there are at such earlier date no circumstances
indicating that any of such Conditions may not be capable of fulfilment.
4 If Bidco is required by the Panel to make an offer for
Sureserve Shares under the provisions of Rule 9 of the Takeover Code, Bidco
may make such alterations to any of the above Conditions and terms of the
Acquisition as are necessary to comply with the provisions of that Rule.
5 Bidco reserves the right to elect, with the consent of the
Panel, to implement the Acquisition by way of a Takeover Offer. In such event,
the Acquisition will be implemented on substantially the same terms, subject
to appropriate amendments, so far as applicable, as those which would apply to
the Scheme, including (without limitation) an acceptance condition set at 90
per cent of the Sureserve Shares to which such offer relates (or such lesser
percentage, being more than 50 per cent of Sureserve Shares carrying voting
rights, as Bidco and Sureserve may, subject to the Takeover Code and with the
consent of the Panel decide) (the "Takeover Offer Acceptance Condition").
Further, if sufficient acceptances of such Takeover Offer are received and/or
sufficient Sureserve Shares are otherwise acquired, it is the intention of
Bidco to apply the provisions of the Companies Act to acquire compulsorily any
outstanding Sureserve Shares to which such Takeover Offer relates.
6 The availability of the Acquisition to Overseas
Shareholders and the distribution of this announcement in, into or from
jurisdictions other than the United Kingdom may be restricted by the laws of
those jurisdictions and therefore persons into whose possession this
announcement comes should inform themselves of, and observe, any such
restrictions.
7 Unless otherwise determined by Bidco or required by the
Takeover Code and permitted by applicable law and regulation, the Acquisition
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, facsimile transmission, telex, telephone, internet or
other forms of electronic transmission) of interstate or foreign commerce of,
or by any facility of a national, state or other securities exchange of, any
Restricted Jurisdiction and will not be capable of acceptance by any such use,
means, instrumentality or facility or from within any Restricted Jurisdiction.
8 Under Rule 13.5(a) of the Takeover Code, Bidco may only invoke a
Condition so as to cause the Acquisition not to proceed, to lapse or to be
withdrawn with the consent of the Panel. The Panel will normally only give its
consent if the circumstances which give rise to the right to invoke the
condition are of material significance to Bidco in the context of the
Acquisition. This will be judged by reference to the facts at the time that
the relevant circumstances arise. The Conditions contained in paragraphs 1,
2.1(i), 2.2(i) and 2.3(i) of Part A and, if applicable, the Takeover Offer
Acceptance Condition (as defined above) set out in this Part B are not subject
to this provision of the Takeover Code.
9 Under Rule 13.6 of the Takeover Code, Sureserve may not
invoke, or cause or permit Bidco to invoke, any Condition unless the
circumstances which give rise to the right to invoke the Condition are of
material significance to Sureserve Shareholders in the context of the
Acquisition.
10 If any dividend or other distribution or return of value is
announced, declared, made, paid or becomes payable by Sureserve in respect of
the Sureserve Shares on or after the date of this announcement and prior to
the Effective Date, Bidco will have the right (without prejudice to any right
of Bidco, with the consent of the Panel, to invoke the Condition set out in
paragraph 3.4(b) of Part A) to reduce the Acquisition Price payable for each
Sureserve Share pursuant to the Acquisition by up to the amount per Sureserve
Share of such dividend, distribution or return of value. If any such dividend,
distribution or return of value is paid or made after the date of this
announcement and Bidco exercises its rights described above, any reference in
this announcement to the Acquisition Price payable under the Acquisition shall
be deemed to be a reference to the Acquisition Price as so reduced. In such
circumstances, Sureserve Shareholders would be entitled to receive and retain
any such dividend, distribution or return of value. Any exercise by Bidco of
its rights referred to in this paragraph shall be the subject of an
announcement and, for the avoidance of doubt, shall not be regarded as
constituting any revision or variation of the terms of the Acquisition.
11 The Sureserve Shares to be acquired under the Acquisition will be
acquired with full title guarantee, fully paid and free from all liens,
equities, charges, encumbrances, options, rights of pre-emption and any other
third party rights and interests of any nature and together with all rights
now or hereafter attaching or accruing to them, including voting rights and
the right to receive and retain in full all dividends and other distributions
(if any), and any other return of capital (whether by way of reduction of
share capital or share premium account or otherwise), declared, made or paid
with a record date on or after the date of this announcement.
12 The Acquisition is governed by the law of England and Wales and is
subject to the jurisdiction of the English courts. The Acquisition will be
made on and subject to the Conditions and further terms set in this Appendix I
and to the full terms and conditions to be set out in the Scheme Document in
due course. The Acquisition will be subject to the applicable requirements of
the Takeover Code, the Panel, the FCA, the London Stock Exchange (including
pursuant to the AIM Rules) and the Registrar of Companies.
12.1
appendix II
SOURCES OF INFORMATION AND BASES OF CALCULATION
The value of Sureserve as implied by the Acquisition Price stated in
paragraph 2 of this announcement is based on the fully diluted share capital
of 171,303,286 as at the Last Practicable Date, calculated as follows:
1. issued share capital of 166,222,616 Sureserve Shares (per the
confirmation by Sureserve pursuant to Rule 2.9 of the Takeover Code set out
herein); plus
2. 5,080,670 additional Sureserve Shares which may be issued on or after
the date of this announcement to satisfy the exercise of options and awards
outstanding under the Sureserve Share Schemes on the Last Practicable Date.
Further sources of information regarding data reported in this announcement
are as follows:
1. the Closing Price of 90 pence per Sureserve Share on the Last
Practicable Date is the closing middle market price derived from the AIM
Appendix to the Daily Official List of the London Stock Exchange on such date;
2. the 60 day volume-weighted average price of 86.31 pence per Sureserve
Share, being the volume-weighted average price for the 60 day period to (and
including) the Last Practicable Date, based on Bloomberg;
3. the all-time high Closing Price of 105.75 pence per Sureserve Share
on 12 June 2015;
4. unless otherwise stated, the financial information relating to Sureserve
is extracted (without material adjustment) from the audited report and
accounts of Sureserve for FY 2022; and
5. certain figures included in this announcement have been subject to
rounding adjustments.
appendix III
IRREVOCABLE undertakings AND LETTER OF intENT
The following holders or controllers of Sureserve Shares have given
irrevocable undertakings (Parts A and B) or a letter of intent (Part C) to
vote, or procure the vote, in favour of the Scheme at the Court Meeting and
the Resolution(s) at the General Meeting (or, in the event that the
Acquisition is to be implemented by way of a Takeover Offer, to accept, or
procure the acceptance of, such Takeover Offer):
Part A: Director shareholder irrevocable undertakings
Name Number of Sureserve Shares % of Voting Shares as at the date of this announcement Number of Sureserve Shares under Sureserve Share Schemes (excluding
tax-advantaged options)
Nick Winks 150,000 0.09 -
Derek Zissman 130,000 0.08 -
Peter Smith 95,837 0.06 PSP awards over 381,125 Sureserve Shares granted on 22 December 2021;
exercisable as of 22 December 2024; exercise price - nil
PSP awards over 507,246 Sureserve Shares granted on 13 December 2022;
exercisable as of 13 December 2025; exercise price - 69 pence
TOTAL 375,837 0.23 -
The undertakings listed in this Part A cease to be binding if:
· implemented by way of a Scheme, the Scheme becomes Effective; or
· implemented by way of a Takeover Offer, on the date the Takeover
Offer becomes or is declared unconditional,
or, prior to that date, if:
· the Scheme lapses or is withdrawn;
· the Scheme has not become Effective on or before the Long Stop
Date, or such later time or date as Bidco and Sureserve (with the consent of
the Panel) agree, or the Panel may require;
· Bidco announces, with the consent of the Panel, that it does not
intend to make or proceed with the Acquisition and no new or replacement
Scheme or offer is announced in accordance with the Takeover Code at the same
time; or
· a third party offer for Sureserve is declared unconditional.
Part B: Non-director shareholder irrevocable undertakings
Beneficial Holder Registered Holder Number of Sureserve Shares % of Voting Shares as at the date of this announcement
North Atlantic Smaller Companies Investment Trust plc (managed by Harwood Bank of New York Nominees Limited 20,000,000 12.03
Capital)
Oryx International Growth Fund Limited (managed by Harwood Capital) Securities Services Nominees Limited 10,000,000 6.02
Miren Rawlings Miren Rawlings 8,976,500 5.40
TOTAL - 38,976,500 23.45
The undertakings listed in this Part B cease to be binding if:
· implemented by way of a Scheme, the Scheme becomes Effective; or
· implemented by way of a Takeover Offer, on the date the Takeover
Offer becomes or is declared unconditional,
or prior to that date if:
· the Scheme lapses or is withdrawn;
· the Scheme has not become Effective on or before the Long Stop Date,
or such later time or date as Bidco and Sureserve (with the consent of the
Panel) agree, or the Panel may require;
· Bidco announces, with the consent of the Panel, that it does not
intend to make or proceed with the Acquisition and no new or replacement
Scheme or offer is announced in accordance with the Takeover Code at the same
time; or
· a third party offer for Sureserve is declared unconditional.
Part C: Letter of intent
Bidco has received a non-binding letter of intent from Slater Investments (on
behalf of funds which it manages and/or advises) confirming its intention to
vote, or procure the vote, in favour of the Scheme at the Court Meeting and
the Resolution(s) to be proposed at the General Meeting (or, in the event that
the Acquisition is to be implemented by way of a Takeover Offer, to accept, or
procure the acceptance of, such Takeover Offer) in respect of 26,318,325
Sureserve Shares (representing approximately 15.8 per cent of the Voting
Shares in issue on the Last Practicable Date).
appendix IV
DEFINITIONS
The following definitions apply throughout this announcement unless the
context requires otherwise.
Accounts Date 30 September 2022;
Acquisition the recommended acquisition being made by Bidco to acquire the entire issued
and to be issued share capital of Sureserve at the Acquisition Price in cash
to be effected by means of the Scheme or (should Bidco so elect, subject to
the consent of the Panel) by means of a Takeover Offer and, in either case,
where the context admits, any subsequent variation, revision, extension or
renewal thereof;
Acquisition Price 125 pence for each Sureserve Share;
AIM the market of that name operated by the London Stock Exchange;
AIM Rules the AIM Rules for Companies published by the London Stock Exchange, as amended
from time to time;
Articles the articles of association of Sureserve, from time to time;
Authorisations regulatory authorisations, orders, recognitions, grants, determinations,
consents, clearances, confirmations, certificates, licences, permissions,
exemptions or approvals;
Bidco Cap10 4NetZero Bidco Limited, a private limited company incorporated in
England & Wales with registered number 14764857;
Bidco Group Bidco, any parent undertaking of Bidco, and any undertaking which is a
subsidiary undertaking of Bidco or of any such parent undertaking;
Board board of directors;
Business Day a day (other than Saturdays, Sundays and public holidays in the United
Kingdom) on which banks are generally open for business in London;
Cap10 Cap10 Partners LLP;
Closing Price the middle market quotation of a Sureserve Share at the close of business on
the day to which such price relates, as derived from the AIM Appendix to the
Daily Official List of the London Stock Exchange for that day or from
Bloomberg for the purpose of calculations of the volume-weighted average price
and all-time high share price;
Companies Act the Companies Act 2006, as amended from time to time;
Conditions the conditions to the Acquisition and the Scheme, as set out in Appendix I of
this announcement and to be set out in the Scheme Document;
Confidentiality Agreement has the meaning given to it in paragraph 11 of this announcement;
Court the High Court of Justice in England and Wales;
Court Hearing the hearing of the Court to sanction the Scheme under section 899 of the
Companies Act and, if such hearing is adjourned, reference to commencement of
any such hearing shall mean the commencement of the final adjournment thereof;
Court Meeting the meeting or meetings of Scheme Shareholders to be convened pursuant to an
order of the Court under section 896 of the Companies Act for the purposes of
considering and, if thought fit, approving the Scheme (with or without
amendment), including any adjournment thereof, notice of which is to be
contained in the Scheme Document;
Court Order the order of the Court sanctioning the Scheme under section 899 of the
Companies Act;
CREST the relevant system (as defined in the Regulations) in respect of which
Euroclear UK & International Limited is the Operator (as defined in the
Regulations);
Dealing Disclosure has the meaning given by Rule 8 of the Takeover Code;
Disclosed the information disclosed in:
(a) the Sureserve annual report and accounts in respect of the financial year
ended on the Accounts Date;
(b) any documents delivered to any director, employee or agent of Bidco or to
any of Bidco's professional advisers engaged in connection with the
Acquisition prior to the date of this announcement (including, but not limited
to, in minutes of any disclosure meetings that are so delivered or in
electronic form (including via the virtual data room operated on behalf of
Sureserve in respect of the Acquisition or via e-mail) to Bidco or any of
Bidco's professional advisers);
(c) any public announcement by Sureserve to a Regulatory Information Service
prior the date of this announcement;
(d) this announcement; or
(e) writing or orally at any management presentation or formal discussion
prior to the date of this announcement to Bidco (or its respective officers,
employees, agents or professional advisers in each case in their capacity as
such);
Effective either:
(i) if the Acquisition is implemented by way of a Scheme, the
Scheme having become effective in accordance with its terms; or
(ii) if the Acquisition is implemented by way of a Takeover
Offer, the Takeover Offer having been declared or having become unconditional
in all respects in accordance with the requirements of the Takeover Code;
Effective Date the date on which the Acquisition becomes Effective in accordance with its
terms;
Evercore Evercore Partners International LLP;
Exchange Act the US Securities Exchange Act of 1934, as amended;
Excluded Shares any Sureserve Shares: (a) beneficially owned by Bidco or any parent
undertaking or subsidiary undertaking (as defined in the Companies Act) of
Bidco; and (b) held by Sureserve in treasury as at the Scheme Record Time;
FCA the UK Financial Conduct Authority or its successor from time to time;
Forms of Proxy the forms of proxy for use at the Court Meeting and the General Meeting, which
shall accompany the Scheme Document;
FY 2022 Sureserve's financial year ended 30 September 2022;
General Meeting the general meeting of Sureserve Shareholders to be convened in connection
with the Scheme to consider and, if thought fit, approve the Resolution(s)
(with or without amendment) including any adjournment, postponement or
reconvening thereof;
Harwood Capital Harwood Capital LLP and/or any of its affiliates;
Last Practicable Date close of business on 20 April 2023, being the Business Day immediately prior
to the date of this announcement;
London Stock Exchange London Stock Exchange plc, a public company incorporated in England and Wales
under number 2075721;
Long Stop Date 11:59 pm on 29 September 2023, or such later date as may be agreed between
Bidco and Sureserve (with the Panel's consent and as the Court may approve, if
such approval is required);
Market Abuse Regulation Regulation (EU) No 596/2014, as it forms part of domestic law of the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended from
time to time;
Meetings the Court Meeting and the General Meeting (and any adjournment(s) thereof);
Offer Document should the Acquisition be implemented by means of the Takeover Offer, the
document to be sent to Sureserve Shareholders which will contain, amongst
other things, the terms and conditions of the Takeover Offer;
Offer Period the offer period (as defined in the Takeover Code) relating to Sureserve,
which commenced the date of this announcement;
Opening Position Disclosure has the meaning given to it by Rule 8 of the Takeover Code;
Overseas Shareholders any Sureserve Shareholders who are resident in, ordinarily resident in, or
citizens of, jurisdictions outside the United Kingdom;
Panel the Panel on Takeovers and Mergers;
Pemberton Pemberton Capital Advisors LLP or its affiliates and/or subsidiaries;
Registrar of Companies the Registrar of Companies in England and Wales;
Regulations the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended from
time to time;
Regulatory Information Service a service approved by the London Stock Exchange for the distribution to the
public of announcements and included within the list maintained on the London
Stock Exchange's website;
Resolution(s) the resolution(s) to be proposed at the General Meeting necessary to implement
the Scheme, including, amongst other things, to make certain amendments to the
Articles by the adoption and inclusion of a new article under which any
Sureserve Shares issued after the Scheme Effective Time (other than to Bidco
and/or its nominees) shall be automatically transferred to Bidco on the same
terms as the Acquisition (other than in relation to timings and formalities)
and, if applicable, to approve the re-registration of Sureserve as a private
limited company in accordance with the Companies Act;
Restricted Jurisdiction any jurisdiction where the making of the Acquisition would:
(a) constitute a violation of the relevant laws and regulations of such
jurisdiction; or
(b) result in a requirement to comply with any governmental or other
consent or any registration, filing or other formality which Bidco or
Sureserve regards as unduly onerous;
Rothschild & Co N.M. Rothschild & Sons Limited;
Scheme the proposed scheme of arrangement under Part 26 of the Companies Act between
Sureserve and Sureserve Shareholders to effect the Acquisition, the full terms
of which will be set out in the Scheme Document, with or subject to any
modification, addition or condition which Sureserve and Bidco may agree and,
if required, the Court may approve or impose;
Scheme Document the document to be sent to Sureserve Shareholders, containing and setting out,
amongst other things, the details of the Acquisition, the full terms and
conditions of the Scheme, the notices convening the Court Meeting and the
General Meeting and the further particulars required by Part 26 of the
Companies Act;
Scheme Record Time the time and date specified in the Scheme Document as being the record time
for the Scheme;
Scheme Shareholders the holders of Scheme Shares at any relevant date or time;
Scheme Shares the Sureserve Shares:
(a) in issue at the date of the Scheme Document;
(b) (if any) issued after the date of the Scheme Document and prior to
the Voting Record Time; and
(c) (if any) issued at or after the Voting Record Time and at or prior
to the Scheme Record Time either on terms that the original or any subsequent
holders thereof shall be bound by the Scheme, or in respect of which the
original or any subsequent holders thereof are, or shall have agreed in
writing to be bound by the Scheme,
and, in each case, remaining in issue at the Scheme Record Time, but excluding
any Excluded Shares;
Shore Capital Shore Capital and Corporate Limited and/or Shore Capital Stockbrokers Limited,
as the context requires;
Slater Investments Slater Investments Limited and/or its affiliates;
Substantial Interest in relation to an undertaking, a direct or indirect interest of 20 per cent or
more of the total voting rights conferred by the equity share capital (as
defined in Section 548 of the Companies Act) of such undertaking;
Sureserve or Company Sureserve Group plc, a public limited company incorporated in England and
Wales registered with registered number 09411297;
Sureserve Directors the directors of Sureserve as at the date of this announcement;
Sureserve Group Sureserve and any undertakings which is a subsidiary undertaking of Sureserve;
Sureserve Shareholders or Shareholders the holders of Sureserve Shares;
Sureserve Shares the ordinary shares of 10 pence each in the capital of Sureserve;
Sureserve Share Schemes the Sureserve Sharesave Scheme, the Sureserve Performance Share Plan and the
Sureserve Company Share Option Plan;
Sureserve Share Schemes Side Letter has the meaning given to it in paragraph 11 of this announcement;
Takeover Code the City Code on Takeovers and Mergers, as amended from time to time;
Takeover Offer should the Acquisition be implemented by way of a takeover offer (as defined
in Chapter 3 of Part 28 of the Companies Act), the offer to be made by or on
behalf of Bidco to acquire the entire issued and to be issued share capital of
Sureserve and, where the context admits, any subsequent revision, variation,
extension or renewal of such offer;
Third Party each of a central bank, government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental, administrative, fiscal or
investigative body (including without limitation any antitrust regulator),
court, trade agency, association, institution, environmental body, or any
other body or person whatsoever in any jurisdiction;
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland;
United States or US the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia;
Voting Record Time the time and date specified in the Scheme Document as being the record time
for voting at the Court Meeting and the General Meeting (or any adjournment(s)
thereof);
Voting Shares the Sureserve Shares;
Wider Bidco Group Bidco, its subsidiary undertakings, associated undertakings and any other
undertakings in which that company and such undertakings (aggregating their
interests) have a Substantial Interest; and
Wider Sureserve Group Sureserve, its subsidiary undertakings, associated undertakings and any other
undertakings in which that company and such undertakings (aggregating their
interests) have a Substantial Interest.
For the purposes of this announcement, associated undertaking, parent
undertaking, subsidiary undertaking and undertaking have the respective
meanings given thereto by the Companies Act.
All references to "pounds", "pounds Sterling", "Sterling", "£", "pence",
"penny" and "p" are to the lawful currency of the United Kingdom.
References to an enactment include references to that enactment as amended,
replaced, consolidated or re-enacted by or under any other enactment before or
after the date of this document.
All the times referred to in this announcement are London times unless
otherwise stated.
References to the singular include the plural and vice versa.
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