TIDMABB TIDMTTM
RNS Number : 8704W
Abbey Protection PLC
06 January 2014
Not for release, publication or distribution, in whole or in
part, in or into any Restricted Jurisdictions or any other
jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction.
6 January 2014
RECOMMENDED CASH ACQUISITION
of
Abbey Protection plc
by
Markel Capital Holdings Limited
Receipt of regulatory approvals from the FCA, the GFSC and the
SRA
On 9 October 2013, the boards of Markel Capital Holdings Limited
("Markel"), a wholly-owned subsidiary of Markel Corporation, and
Abbey Protection plc ("Abbey Protection" or the "Company")
announced that they had reached an agreement on the terms of a
recommended cash acquisition of the entire issued and to be issued
share capital of Abbey Protection by Markel (the "Acquisition").
The Acquisition is to be implemented by way of a scheme of
arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").
Under the terms of the Acquisition, Abbey Protection
Shareholders will be entitled to receive 115 pence in cash for each
Abbey Protection Share (the "Acquisition Price"), valuing the
entire issued and to be issued share capital of Abbey Protection at
approximately GBP116.5 million.
The scheme is conditional on receipt of regulatory approvals
from the FCA, the GFSC and the SRA.
Abbey Protection today announces that it has now received
requisite approvals from all three regulatory bodies.
Next Steps
Completion of the Scheme remains subject to the satisfaction or,
if permitted, waiver of the remaining conditions of the Scheme set
out in the Scheme Document dated 4 November 2013 (the "Scheme
Document") including, inter alia, the sanction of the Scheme and
the confirmation of the Capital Reduction by the Court. The Court
Hearing to sanction the Scheme is expected to take place on 14
January 2014 and the Court Hearing to confirm the Capital Reduction
is expected to take place on 17 January 2014. It is expected that
the last day for dealings in Abbey Protection Shares will be 16
January 2014 and the Scheme will become effective on 17 January
2014. If the Scheme becomes effective on 17 January 2014, it is
expected that the admission of the Abbey Protection Shares to
trading on AIM will be cancelled on 20 January 2014 or shortly
thereafter. A timetable of the key remaining events is set out
below:
Scheme Court Hearing (to sanction 14 January 2014
the Scheme)
Last day of dealings in, and 16 January 2014
for registration of transfers
and disablement in CREST of,
Abbey Protection Shares
Scheme Record Time 6.00 p.m. on 16 January 2014
Dealings in Abbey Protection 7.30 a.m. on 17 January 2014
Shares on AIM suspended
Reduction Court Hearing (to 17 January 2014
confirm the Capital Reduction)
Effective Date of the Scheme 17 January 2014
Cancellation of admission to 7.00 a.m. on 20 January 2014
trading on AIM of, and cessation
of dealings in, Abbey Protection
Shares
Dispatch of cheques and crediting by 31 January 2014
of CREST accounts for cash
consideration due under the
Scheme
Long-stop date, being the date 30 April 2014
by which the Scheme must be
implemented
The dates stated above are indicative only and will depend,
among other things, on the date upon which the Court sanctions the
Scheme and confirms the associated Capital Reduction and the date
on which the conditions set out in Part III of the Scheme Document
are satisfied or (if capable of waiver) waived. If any of the
expected dates change, Abbey will, unless the Panel otherwise
directs, give notice of the change by issuing an announcement
through a Regulatory Information Service.
Except as otherwise defined herein, capitalised terms used
herein have the same meanings as set out in the Scheme
Document.
For more information, please contact:
Markel International +44 (0) 20 7953 6000
William Stovin (President & Chief Operating Officer)
Andy Davies (Finance Director)
Michael Henman
Peel Hunt LLP +44 (0) 20 7418 8900
(Financial adviser to Markel)
Guy Wiehahn
James Britton
Harry Florry
Abbey Protection +44 (0) 845 217 8293
Tony Shearer (Chairman)
Colin Davison (Chief Executive Officer)
Chris Ward (Group Managing Director)
FTI Consulting
Ed Berry +44 (0) 20 7269 7297
Tom Willetts +44 (0) 20 7269 7175
PricewaterhouseCoopers LLP +44 (0) 20 7583 5000
(Financial adviser to Abbey Protection)
Simon Boadle
Steve Cater
Jon Raggett
Shore Capital and Corporate Ltd +44 (0) 20 7408 4050
(Nominated adviser and broker to Abbey Protection)
Bidhi Bhoma
Toby Gibbs
PricewaterhouseCoopers LLP ("PwC"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Abbey Protection and for no-one else in
connection with the Acquisition and will not be responsible to any
person other than Abbey Protection for providing the protections
afforded to clients of PwC, nor for providing advice in relation to
the Acquisition or any other matters referred to herein.
Shore Capital and Corporate Limited and Shore Capital
Stockbrokers Limited (together "Shore Capital"), which are
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, are acting exclusively for Abbey Protection and
for no-one else in connection with the Acquisition and will not be
responsible to any person other than Abbey Protection for providing
the protections afforded to clients of Shore Capital, nor for
providing advice in relation to the Acquisition or any other
matters referred to herein.
This announcement is not intended to, and does not constitute,
or form part of, an offer to sell or an invitation to purchase or
subscribe for any securities or a solicitation of any vote or
approval in any jurisdiction. Shareholders of Abbey Protection are
advised to read carefully the formal documentation in relation to
the Markel offer. The proposals of the offer will be made solely
through the Scheme Document, which will contain the full terms and
conditions of the Scheme, including details of how to vote with
respect to the Scheme. Any response to the proposals should be made
only on the basis of the information in the Scheme Document.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. This announcement
has been prepared for the purposes of complying with English law
and the City Code on Takeovers and Mergers 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 and regulations of any jurisdiction outside of
England.
Disclosure requirements of the City Code on Takeovers and
Mergers (the "Code")
Under Rule 8.3(a) of the 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 paper 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 paper
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 offeror company and (ii) any paper offeror(s). An "Opening
Position Disclosure" by a person to whom Rule 8.3(a) applies must
be made by no later than 3:30 p.m. (London time) on the 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3:30 p.m. (London time) on the 10th
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an "Opening Position Disclosure" must
instead make a "Dealing Disclosure".
Under Rule 8.3(b) of the 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 paper offeror must make
a "Dealing Disclosure" if the person deals in any relevant
securities of the offeree company or of any paper 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 paper offeror, save to the extent that these
details have previously been disclosed under Rule 8 of the Code. A
"Dealing Disclosure" by a person to whom Rule 8.3(b) applies must
be made by no later than 3:30 p.m. (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 paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3 of the Code.
"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 of
the Code). 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. If you are in any doubt as
to whether you are required to make an "Opening Position
Disclosure" or a "Dealing Disclosure", you should consult the
Panel's website above and/or contact the Panel's Market
Surveillance Unit on +44 (0)20 7638 0129.
Publication on Website
A copy of this announcement will be available, free of charge,
on Abbey Protection's website at www.abbeyprotectionplc.com and on
Markel International's website at www.markelinternational.com by no
later than 12 noon (London time) on the Business Day immediately
following the date of this announcement. For the avoidance of
doubt, neither the content of the websites referred to above (nor
any other website) nor the contents of any website accessible from
hyperlinks on any such website is incorporated into, or forms part
of, this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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