REG - Sureserve Group PLC - Exercise of Options and Rule 2.9 Announcement

SureserveAnnouncement

06/07/2023 14:45

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RNS Number : 2405F  Sureserve Group PLC  06 July 2023

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For immediate release
 6 July 2023

Sureserve Group plc

("Sureserve" or the "Company")

Exercise of Options and Rule 2.9 Announcement

Sureserve (AIM: SUR), the social housing energy services Group, announces that
in order to satisfy the exercise of options under the Company's various Share
Option Schemes, it has allotted and issued, subject to admission to trading on
AIM ("Admission"), 2,929,403 new ordinary shares of 10 pence each (the "New
Ordinary Shares") to option holders. The New Ordinary Shares were issued at
the following prices:

 

·    641,544 New Ordinary Shares at 40.75 pence

·    1,477,960 New Ordinary Shares at 44 pence

·    63,259 New Ordinary Shares at 69 pence

·    584,662 New Ordinary Shares at 32 pence

·    161,978 New Ordinary Shares at 66 pence

 

Application for admission of the New Ordinary Shares to trading on AIM has
been made and dealings in the New Ordinary Shares are expected to commence at
8.00 a.m. on 7 July 2023 ("Admission"). The New Ordinary Shares will
rank pari-passu with the Company's existing issued ordinary shares.

 

Rule 2.9 disclosure and Total Voting Rights

 

In accordance with Rule 2.9 of the City Code on Takeovers and Mergers (the
"Code"), on Admission, the Company will have in issue 170,582,201 ordinary
shares of 10 pence each ("Sureserve Shares") with no ordinary shares held in
treasury. The International Securities Identification Number ("ISIN") for the
Company's ordinary shares is GB00BSKS1M86.

 

This figure of 170,582,201 Sureserve Shares may also be used by shareholders
as the denominator for the calculations by which they will determine if they
are required to notify their interest in, or a change to their interest in,
the share capital of the Company under the FCA's Disclosure Guidance and
Transparency Rules.

 

Unless otherwise defined, capitalised terms in this announcement have the same
meanings as in the Rule 2.7 Announcement published on 21 April 2023.

 

Enquiries

 Sureserve
 Nick Winks, Chairman                                                                  Tel: +44 (0)20 3961 522
 Peter Smith, Chief Executive Officer

 Sameet Vohra, Chief Financial
 Officer

 Evercore (Financial Adviser to Sureserve)
 Dimitrios Georgiou                                                                    Tel: +44 (0)20 7653 6000

 Wladimir Wallaert

 Nirav Amlani

 Alex Bennett

 Shore Capital (Nominated Adviser and
 Broker)
 Stephane Auton / Daniel Bush / Tom Knibbs (Corporate Advisory)                        Tel: +44 (0)20 7408 4090
 Fiona Conroy (Corporate Broking)

 Camarco (Financial Public Relations)
 Ginny Pulbrook                                                                        Tel: +44 (0)20 3757 4992
 Rosie Driscoll

 

Disclaimer

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.

 

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
made available (subject to certain restrictions relating to persons resident
in restricted jurisdictions), free of charge, on the Company's website at
https://www.sureservegroup.co.uk/plc/investors/recommended-cash-acquisition-of-sureserve-group-plc/
(https://url.avanan.click/v2/___https:/www.sureservegroup.co.uk/plc/investors/recommended-cash-acquisition-of-sureserve-group-plc/___.YXAxZTpzaG9yZWNhcDphOm86ZjkwMzk1ODJlMDQwMzYxM2IyM2VlYWQ1M2M4YjdkNTU6Njo4MTU0OmRjMzdlYTg4YTUxMmYyMzZjMTgyZjA1OGIwMGI5MTg2MTJkZDQzZjFkNTJjMDIzODZjZWE4OWZkMjc3ZTVkOGY6cDpU)
by no later than 12:00 noon on the business day following the date of this
announcement. Neither the content of this website nor the content of any other
website accessible from hyperlinks on such website is incorporated into, or
forms part of, this announcement.

 

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.

 

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