TIDMQPP TIDMACS
RNS Number : 5451A
Quindell Portfolio PLC
02 April 2012
RNS Release Embargoed until 7.01 am 2 April 2012
Quindell Portfolio Plc
Mandatory Cash Offer with Share Alternative
2 April 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION OR ANY OTHER
JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OF SUCH JURISDICTION
Quindell Portfolio Plc ("Quindell")
Increased investment in Ai Claims Solutions PLC ("Ai
Claims")
Mandatory Cash Offer with Share Alternative for Ai Claims
Summary
-- Quindell today increased its shareholding in Ai Claims from
approximately 29.9 per cent. of Ai Claims' issued share capital to
approximately 77.6 per cent. by the acquisition from five
shareholders (and their respective related parties) of a total of
29,070,146 Ai Claims Shares, representing approximately 47.7 per
cent. of Ai Claims' issued share capital.
-- Aggregate consideration for the acquisition of the 47.7 per
cent. interest was cash of GBP3,074,753 (at 24 pence per Ai Claims
Share) and 50,369,001 New Quindell Shares, of which 25,487,574
shares are subject to 12 month lock-in restrictions and 24,881,427
shares are subject to 12 month orderly market restrictions.
-- As a result of the Acquisition, Quindell is obliged to make a
mandatory cash offer to acquire the entire issued (and to be
issued) share capital of Ai Claims not already owned by the
Quindell Group (the "Offer"), pursuant to Rule 9 of the Code.
-- For each Ai Claims Share sold under the Offer, Ai Claims Shareholders may elect to receive:
o 24.4 pence payable in cash (the "Cash Option"); or
o 3.2 New Quindell Shares, to be issued and held subject to the
Lock-In Restrictions (the "Lock-In Option"); or
o 3 New Quindell Shares, to be issued and held subject to the
Orderly Market Restrictions (the "Orderly Market Option"),
being the same as or, in the case of the Cash Option, higher
than theconsideration offered under the Acquisition and, in the
case of the Lock-in Option, equivalent to the terms on which
Quindell has purchased Ai Claims Shares in the 12 months prior to
the Announcement.
-- The Offer values the whole of Ai Claims' existing issued share capital at:
o approximately GBP14.9 million, on the basis of 24.4 pence per
Ai Claims Share as under the Cash Option;
o approximately GBP14.9 million, on the basis of 7.625 pence per
Quindell Share on 30 March 2012, being the latest practicable date
prior to the release of the Announcement and assuming that each Ai
Claims Share has a value of 3.2 New Quindell Shares as under the
Lock-In Option;
o approximately GBP13.9 million, on the basis of 7.625 pence per
Quindell Share on 30 March 2012, being the latest practicable date
prior to the release of the Announcement, and assuming that each Ai
Claims Share has a value of 3 New Quindell Shares as under the
Orderly Market Option.
-- The Acquisition broadens the Quindell Group's overall
proposition in insurance, legal services and associated medical
reports, and accident management and provides further opportunities
for Quindell and Ai Claims to continue to explore propositions to
provide combined business offerings that will lower the cost of
claims for the insurance industry.
-- Quindell has sufficient authority to issue the New Quindell
Shares required to be issued pursuant to the Offer and accordingly
does not require approval from Quindell Shareholders.
-- Quindell will despatch the Offer Document and Form of
Acceptance to Ai Claims Shareholders (other than to certain
overseas Ai Claims Shareholders) as soon as practicable and, in any
event, (save with the consent of the Panel) within 28 days of the
date of the Announcement.
This summary should be read in conjunction with, and is subject
to, the full text of the following announcement (including the
Appendices). The Offer is unconditional and will be subject to the
further terms set out in Appendix 1 and the terms to be set out in
the Offer Document together with, for Ai Claims Shares held in
certificated form, the Form of Acceptance when issued. Appendix 2
contains the sources and bases of certain information used in this
summary and in the following announcement. Appendix 3 contains
details of the Lock-In Restrictions and the Orderly Market
Restrictions. Appendix 4 contains definitions of certain terms used
in this summary and the following announcement.
Ai Claims Shareholders should carefully read the Offer Document
(together with, if they hold their Ai Claims Shares in certificated
form, the Form of Acceptance), once despatched, in its entirety
before making a decision with respect to the Offer.
For further information:
Quindell Portfolio Plc
Rob Terry, Chairman & Chief Executive Tel: 01329 830
501
Laurence Moorse, Group Finance Director terryr@Quindell.com
Tel: 01329 830 543
moorsel@Quindell.com
Cenkos Securities plc
(Nominated adviser and broker) Tel: 020 7397 8900
Adrian Hargrave / Stephen Keys
Media Enquiries
RedleafPolhill Limited
Rebecca Sanders-Hewett Tel: 020 7566 6720
Jenny Bahr Quindell@redleafpolhill.com
Quindell Portfolio Plc
Gillian Baker, Investor Relations Tel:01329836724
bakerg@Quindell.com
Tracey Terry, Chief Communications Officer Tel: 01329 830 501
terrylt@Quindell.com
The Announcement does not constitute or form part of any offer
or invitation to sell or purchase any securities or the
solicitation of an offer to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of any securities, pursuant to the
Offer or otherwise, nor shall there be any sale, issue or transfer
of the securities referred to in the Announcement in or into any
jurisdiction in contravention of any applicable law. The Offer will
be made solely by the Offer Document (together with, in the case of
Ai Claims Shares in certificated form, the Form of Acceptance),
which will contain the full terms of the Offer, including details
of how the Offer may be accepted. Ai Claims Shareholders should
carefully read the Offer Document (and, if they hold their Ai
Claims Shares in certificated form, the Form of Acceptance) in its
entirety before making a decision with respect to the Offer.
Cenkos Securities plc, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for Quindell and no-one else in relation to the Offer
and will not be responsible to anyone other than Quindell for
providing the protections afforded to the customers of Cenkos
Securities plc or for providing advice in relation to the Offer or
in relation to the contents of the Announcement or any transaction
or arrangement referred to herein.
You may request a hard copy of the Announcement (and any
information incorporated by reference in the Announcement) by
contacting Cenkos Securities plc during business hours on 020 7397
8900 or by submitting a request in writing to Cenkos Securities plc
at 6.7.8 Tokenhouse Yard, London EC2R 7AS. It is important that you
note that unless you make such a request and save as otherwise
required by Rule 2.12 of the City Code, a hard copy of the
Announcement and any 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 Offer should be in hard copy form.
The Offer shall be made solely by Quindell and neither Cenkos
Securities plc nor any of its affiliates are making the Offer.
To the extent permitted by applicable law and, in accordance
with, and to the extent permitted by, the Code and normal UK market
practice, Quindell or its nominees or brokers (acting as agents) or
their respective affiliates may from time to time make certain
purchases of, or arrangements to purchase, Ai Claims Shares, other
than pursuant to the Offer, before or during the period in which
the Offer remains open for acceptance. These purchases may occur
either in the open market at prevailing prices or in private
transactions at negotiated prices. Such purchases, or arrangements
to purchase, will comply with all applicable UK rules, including
the Code and the rules of the London Stock Exchange to the extent
applicable. In addition, in accordance with, and to the extent
permitted by, the Code and normal UK market practice, Cenkos
Securities plc and its affiliates may engage in purchasing
activities consistent with their respective normal and usual
practice and applicable law. Any information about such purchases
will be disclosed on a next day basis to the Panel on Takeovers and
Mergers and will be available from any Regulatory Information
Service, including the Regulatory News Service on the London Stock
Exchange website, www.londonstockexchange.com.
The distribution of this document in jurisdictions other than
the United Kingdom may be restricted by the laws of those
jurisdictions and therefore persons into whose possession this
document comes should inform themselves about and observe any such
restrictions. 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 involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.
The availability of the Offer to Ai Claims Shareholders who are
not resident in the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are located or of which
they are citizens. Such persons should inform themselves of, and
observe, any applicable legal or regulatory requirements of those
jurisdictions. In particular, the Offer is not, unless decided
otherwise by Quindell, being made in or into or from, and is not
capable of acceptance in or from, any Restricted Jurisdiction.
Further details in relation to overseas Ai Claims Shareholders will
be contained in the Offer Document.
The Offer is not intended to be made, directly or indirectly,
in, into or from any Restricted Jurisdiction and the Offer will not
be capable of acceptance from or within any Restricted
Jurisdiction. Accordingly, copies of the Announcement and any
documentation relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction and persons
receiving the Announcement (including custodians, nominees and
trustees) must not mail or otherwise distribute or send it in, into
or from any Restricted Jurisdiction, as doing so may invalidate any
purported acceptance of the Offer. Any person (including, without
limitation, custodians, nominees and trustees) who would, or
otherwise intends to, or who may have a contractual or legal
obligation to, forward the Announcement and/or the Offer
documentation and/or any other related document to any jurisdiction
outside the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements of any
relevant jurisdiction.
These written materials do not represent an offer of securities
for sale in the United States of America, its territories and
possessions, any State of the United States of America and the
District of Columbia and all other areas subject to its
jurisdiction("United States"). Securities may not be offered or
sold in the United States absent registration under the US
Securities Act of 1933 (the "US Securities Act") or an exemption
therefrom. The New Quindell Shares have not been, and will not be,
registered under the US Securities Act or under any relevant
securities laws of any state or other jurisdiction of the United
States, nor have clearances been, nor will they be, obtained from
any securities commission of any province of Canada and no
prospectus has been, or will be, filed or registration made, under
any securities law of Canada nor has a prospectus in relation to
the New Quindell Shares been, nor will one be, lodged with or
registered by, the Australian Securities and Investments
Commission, nor have any steps been taken, nor will any steps be
taken, to enable the New Quindell Shares to be offered in
compliance with applicable securities laws of Japan. Accordingly,
unless an exemption under relevant securities laws is available,
the New Quindell Shares may not be offered, sold, resold or
delivered, directly or indirectly, in, into or from a Restricted
Jurisdiction, or to or for the account or benefit of any US person
or resident of any Restricted Jurisdiction.
The Announcement has been prepared for the purpose of complying
with English law and the Code and the information disclosed may not
be the same as that which would have been disclosed if the
Announcement had been prepared in accordance with the laws of
jurisdictions outside the UK.
Rule 2.10 disclosure
In accordance with Rule 2.10 of the Code, Quindell confirms that
it has 2,571,169,923 ordinary shares of 1p each in issue and
admitted to trading on the AIM market of the London Stock Exchange
with the ISIN GB00B0R5TG60.
Forward-looking statements
The Announcement, including information included in the
Announcement, contains "forward-looking statements" concerning
Quindell and the Quindell Group and Ai Claims and the Ai Claims
Group that are subject to risks and uncertainties. Information in
the Announcement relating to Ai Claims has been compiled from
published sources.
Generally, the words "will", "may", "should", "continue",
"believes", "expects", "intends", "anticipates" or similar
expressions identify forward-looking statements. These
forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those
expressed in the forward-looking statements. Many of these risks
and uncertainties relate to factors that are beyond the Quindell
Group's ability to control or estimate precisely, such as future
market conditions, changes in regulatory environment and the
behaviour of other market participants. Quindell cannot give any
assurance that such forward-looking statements will prove to have
been correct. The reader is cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the
date of the Announcement. Quindell does not undertake any
obligation to update or revise publicly any of the forward-looking
statements set out herein, whether as a result of new information,
future events or otherwise, except to the extent legally
required.
Nothing contained herein shall be deemed to be a forecast,
projection or estimate of the future financial performance of any
member of the Quindell Group, the Ai Claims Group or the Enlarged
Group following completion of the Offer unless otherwise
stated.
Disclosure requirements under the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of Ai Claims
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) Ai Claims 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 Ai Claims 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 1 per cent. or more of any class of relevant
securities of Ai Claims or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of Ai
Claims 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) Ai Claims and (ii) any paper offeror,
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 3.30 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 Ai Claims or a paper 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 Ai Claims and
by any offeror and Dealing Disclosures must also be made by Ai
Claims, 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 Ai Claims and any 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 contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Publication on Quindell website
A copy of the Announcement will be available for inspection free
of charge at www.quindell.com by no later than 12 noon on 2 April
2012.
Responsibility
The Quindell Directors accept responsibility for the information
contained in the Announcement. To the best of the knowledge and
belief of the Quindell Directors (who have taken all reasonable
care to ensure that such is the case), the information contained in
the Announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO
OR FROM ANY RESTRICTED JURISDICTION OR ANY OTHER JURISDICTION
WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF SUCH JURISDICTION
2 April 2012
Quindell Portfolio Plc ("Quindell")
Increased investment in Ai Claims Solutions PLC ("Ai
Claims")
Mandatory Cash Offer with Share Alternative for Ai Claims
1. Introduction
Quindell announces that it has today acquired 29,070,146 Ai
Claims Shares, representing approximately 47.7 per cent. of Ai
Claims' issued share capital, from the following shareholders (and
their respective related parties):
(1) (2) (3)
Ai Claims Ai Claims Shares sold Consideration
Shareholder to Quindell
Number % of Ai Claims' Cash Quindell Quindell
(note 1) entire issued (GBP'000) Shares Shares (note
share capital (note 2) 3)
Mr Charles Good 1,553,956 2.6 288 1,132,659 -
Mr Ari Zaphiriou-Zarifi 1,489,420 2.4 357 - -
Mr David Gorton 4,868,551 8.0 - 15,579,363 -
Mr John Spiers 4,570,600 7.5 439 8,775,552 -
Bluehone Investors
LLP 16,587,619 27.2 1,991 - 24,881,427
Total 29,070,146 47.7 3,075 25,487,574 24,881,427
Note 1: Including shares of the respective related parties of
the Ai Claims Shareholders named in column (1)
Note 2: Quindell Shares issued subject to lock-in restrictions
for 12 months from date of issue
Note 3: Quindell Shares issued subject to orderly market
restrictions for 12 months from date of issue
In aggregate, the 29,070,146 Ai Claims Shares were acquired for
cash of GBP3,074,753, 25,487,574 New Quindell Shares subject to 12
month lock-in restrictions and 24,881,427 New Quindell Shares
subject to 12 month orderly market restrictions. The Acquisition
was made with the consent of the Ai Claims Board conditional on the
making of this Announcement.
Quindell has been a significant and supportive shareholder of Ai
Claims since January 2012. The increased stake in Ai Claims is
consistent with Quindell's ongoing strategy of investing in leading
companies that broaden its overall proposition in insurance to
cover the three major problem areas for the industry relating to
the costs of claims being personal injury, credit hire and
accidental damage. Quindell is pleased to have increased its
investment in Ai Claims, which Quindell believes has a strong
executive management team and is well-positioned for future
growth.
Immediately prior to the Acquisition, Quindell was the holder of
18,222,412 Ai Claims Shares, representing approximately 29.9 per
cent of Ai Claims' issued share capital. At the date of this
Announcement and immediately following the Acquisition, Quindell is
the holder of 47,292,558 Ai Claims Shares, representing
approximately 77.6 per cent. of Ai Claims' issued share
capital.
In accordance with the provisions of Rule 9 of the Code,
Quindell also announces the terms of a cash offer with share
alternative to be made for all of the issued and to be issued share
capital of Ai Claims which is not already owned by the Quindell
Group.
Given the size of Quindell's shareholding in Ai Claims following
the Acquisition, the Offer will, when made, be unconditional.
2. The Offer
The Offer, which will be subject to the further terms set out in
Appendix 1 and the terms to be set out in the Offer Document and
(in the case of Ai Claims Shares held in certificated form) the
Form of Acceptance, will be made on the following basis:
for each Ai Claims Share sold under the Offer, Ai Claims
Shareholders may elect to receive, either
1. 24.4 pence payable in cash (the "Cash Option"); or
2. 3.2 New Quindell Shares, to be issued and held subject to the
Lock-In Restrictions (the "Lock-In Option"); or
3. 3 New Quindell Shares, to be issued and held subject to the
Orderly Market Restrictions (the "Orderly Market Option"),
being the same as or, in the case of the Cash Option, higher
than the consideration offered under the Acquisition and, in the
case of the Lock-in Option, equivalent to the terms on which
Quindell has purchased Ai Claims Shares in the 12 months prior to
this Announcement.
The Offer values the whole of the existing issued share capital
of Ai Claims at:
-- approximately GBP14.9 million, on the basis of 24.4 pence per
Ai Claims Share as under the Cash Option;
-- approximately GBP14.9 million, on the basis of 7.625 pence
per Quindell Share on 30 March 2012, being the latest practicable
date prior to the release of this Announcement and assuming that
each Ai Claims Share has a value of 3.2 New Quindell Shares as
under the Lock-In Option; and
-- approximately GBP13.9 million, on the basis of 7.625 pence
per Quindell Share on 30 March 2012, being the latest practicable
date prior to the release of this Announcement, and assuming that
each Ai Claims Share has a value of 3 New Quindell Shares as under
the Orderly Market Option.
The Offer Price under the Cash Option represents a premium of
approximately 23.5 per cent. to the Closing Price of 19.75p per Ai
Claims Share on 30 March 2012, the trading day immediately
preceding the date of this Announcement.
The Ai Claims Offer Shares will be acquired by Quindell pursuant
to the Offer fully paid with full title guarantee and free from all
liens, charges, encumbrances, equitable interests, pre-emption
rights and other interests and rights of whatsoever nature and
together with all rights now or hereafter attaching thereto,
including the right to receive and retain in full all dividends and
other distributions (if any) declared, paid or made after the date
of this Announcement.
Assuming acceptance of the Offer in full in respect of the
13,651,964 Ai Claims Offer Shares for which it is made and assuming
that (a) all Ai Claims Shareholders elect to receive New Quindell
Shares under the Lock-In Option and (b) none of the outstanding
options under the Ai Claims Share Schemes are exercised, the New
Quindell Shares to be issued pursuant to the Offer will represent
approximately 1.6 per cent. of the Enlarged Issued Share Capital
(based on the existing issued share capital of Quindell and the
existing issued share capital of Ai Claims as at the date of this
Announcement).
The New Quindell Shares will rank pari passu with the existing
Quindell Shares in issue, including in respect of all dividends
made, paid or declared from the time they are allotted.
The Offer Document and (in the case of Ai Claims Shareholders
who hold their Ai Claims Shares in certificated form) the Form of
Acceptance containing the full terms of the Offer will be posted to
Ai Claims Shareholders (other than Ai Claims Shareholders in a
Restricted Jurisdiction) in due course.
3. Information on Ai Claims
Ai Claims is one of the UK's leading outsourcers for the
management of motor claims, providing end to end solutions that aim
to deliver a market leading customer service, underpinned by its
ethos to control claims cost inflation.
For the year ended 30 June 2011, Ai Claims had revenues of
approximately GBP117.6 million and net profits of approximately
GBP2.7 million. Ai Claims reported average monthly employees of 471
in the year ended 30 June 2011.
4. Information on Quindell
Quindell, the brand extension company, helps its clients and
partners to utilise their brands, enabling them to achieve greater
sales, extend their brand into new product offerings and take
advantage of alternative routes to market including white
labelling, franchising and using broker and agency channels.
Quindell also provides clients with its cloud based technology to
deliver the necessary framework to support the online, office and
field based sales and service expectations of both its clients and
their customers in an efficient and cost effective manner.
In addition to seeking to extend customer spend on clients'
brands, Quindell's solutions are focused on generating improvements
in efficiency and effectiveness for all of its clients, targeting
cost savings of over 20 per cent. above industry norms.
The Quindell Group's consultancy arm drives the business
transformation of its clients, and is supported by its leading edge
technology, technology enabled outsourcing, membership schemes,
social media and e-commerce with 'out of the box'
implementations.
The Quindell Group works with over 2,000 brands from SMEs to
blue-chips around the globe, with solutions applying to the
following Sectors & related Supply Chains:
-- Telecoms, Utilities, Retail & E-commerce
-- Finance, Insurance, Health & Legal
-- Government & Public Sector
Quindell joined AIM through the reverse takeover of Mission
Capital plc. Mission Capital plc (as it was then called) was
readmitted to AIM on 17 May 2011 following its acquisition of the
whole of the issued share capital of Quindell Limited. On 18 July
2011, Mission Capital plc was renamed Quindell Portfolio Plc.
Quindell's audited consolidated accounts for the two financial
years ended 30 September 2010, as well as its most recent
preliminary results for the 15 months ended 31 December 2011 can be
found on its website, www.quindell.com.
Quindell has an aggressive growth strategy based on both the
internal organic development of its existing businesses and further
acquisitions to increase the range of products and access to
customers. Such acquisitions may be funded by the issue of Quindell
Shares and, in addition, Quindell may look to raise new capital to
support its growth plans. Pursuant to special resolutions passed on
14 July 2011, the Quindell Board has authority to issue up to a
further 3,370,961,076 new Quindell Shares, representing 128 per
cent. of Quindell's current issued share capital.
During February 2012, Quindell undertook an institutional share
placing raising approximately GBP30 million of cash net of fees.
Approximately GBP10 million of this is earmarked for the Group's
proposed acquisition of the legal services firm, Silverbeck Rymer.
Following this fund raising, the Quindell Group has available to it
considerable financial resources and an extremely robust balance
sheet.
The consolidated assets and liabilities of the Enlarged Group
would comprise the assets and liabilities of the two groups as at
the date of the Proposed Acquisition save for the cash element of
the consideration of the Proposed Acquisition. The extent and
amount of any fair value adjustments required post Proposed
Acquisition is not yet known.
It is anticipated that the consolidated revenues and earnings of
the Enlarged Group will be enhanced by potential cross selling
opportunities.
5. Financing of the Offer
Cenkos Securities plc, financial adviser to Quindell, is
satisfied that sufficient resources are available to Quindell to
satisfy the cash consideration payable to Ai Claims Shareholders
under the Cash Option in the event of the Cash Option element of
the Offer being taken up in full.
6. Disclosure of interests in Ai Claims and confirmation of
Opening Position Disclosure
Immediately prior to the Acquisition, Quindell was interested in
18,222,412 Ai Claims Shares, representing approximately 29.9 per
cent of Ai Claims' issued share capital. At the date of this
Announcement and immediately following the Acquisition, Quindell is
beneficially interested in 47,292,558 Ai Claims Shares,
representing approximately 77.6 per cent. of Ai Claims' issued
share capital.
Save for the interests disclosed above, neither Quindell nor
Quindell's directors, nor, so far as Quindell is aware, any party
acting in concert with Quindell for the purposes of the Offer:
(i) has any interest in or right to subscribe for any relevant securities of Ai Claims;
(ii) has any short position in respect of relevant securities of
Ai Claims (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 take delivery; or
(iii) has borrowed or lent any relevant securities of Ai Claims
(save for any borrowed relevant securities of Ai Claims which have
been either on-lent or sold).
Neither Quindell, any of Quindell's directors, nor, so far as
Quindell is aware, any person acting in concert with Quindell for
the purposes of the Offer has procured any irrevocable undertaking
or letter of intent in respect of any relevant securities of Ai
Claims. There are no arrangements of the kind referred to in Note
11 on the definition of acting in concert in the Code which exist
between Quindell or any of Quindell's directors (or, so far as
Quindell is aware, any person acting in concert with Quindell for
the purposes of the Offer) and any other person in relation to any
relevant securities of Ai Claims.
Quindell confirms that it is on the date of this Announcement
making an Opening Position Disclosure (as defined in the Code),
which discloses the details required to be disclosed by it under
Rule 8.1(a) of the Code. In the time available, it has not been
practicable to make enquiries of all persons who may be deemed to
be acting in concert with Quindell in order to include any relevant
details in respect of such persons in the Opening Position
Disclosure and accordingly a further Opening Position Disclosure
containing all relevant details will, if appropriate, be made as
soon as possible hereafter.
7. Overseas Ai Claims Shareholders
The availability of the Offer or the distribution of this
Announcement to Ai Claims Shareholders who are not resident in the
UK may be affected by the laws of relevant jurisdictions in which
they are located. Ai Claims Shareholders who are in any doubt
regarding such matters should consult an appropriate independent
professional adviser in the relevant jurisdiction without
delay.
This Announcement does not constitute an offer for sale of any
securities or an offer or an invitation to purchase any
securities.
Ai Claims Shareholders are advised to read carefully the Offer
Document (together with, if they hold their Ai Claims Shares in
certificated form, the Form of Acceptance) once it has been
despatched, which will contain further details in relation to
overseas Ai Claims Shareholders.
8. Lock-In Restrictions
New Quindell Shares issued to an Ai Claims Shareholder who
accepts the Offer under the Lock-In Option will be subject to the
Lock-In Restrictions.
Under the terms of the Lock-in Restrictions, the Ai Claims
Shareholder agrees that, subject to certain exceptions, during the
period of 12 months commencing on the date of allotment and issue
of the New Quindell Shares he will not dispose of, or agree to
dispose of, any of the New Quindell Shares or any interest in such
shares without the prior written consent of the Quindell Board and,
for so long as it remains Quindell's nominated adviser, Cenkos
Securities plc.
Further details of the Lock-In Restrictions are set out in Part
A of Appendix 3 of this Announcement.
9. Orderly Market Restrictions
New Quindell Shares allotted to an Ai Claims Shareholder who
accepts the Offer under the Orderly Market Option will be subject
to the Orderly Market Restrictions.
Under the terms of the Orderly Market Restrictions, the Ai
Claims Shareholder agrees that, subject to certain exceptions,
during the period of 12 months commencing on the date of allotment
and issue of the New Quindell Shares he will not dispose of, or
agree to dispose of, any of the New Quindell Shares or any interest
in such shares otherwise than through Quindell's broker from time
to time (being Cenkos Securities plc at the date of this
Announcement).
Further details of the Orderly Market Restrictions are set out
in Part B of Appendix 3 of this Announcement.
10. General
The Offer will be governed by English law and will be subject to
the jurisdiction of the English courts. The Offer will be subject
to the applicable requirements of the Code, the Panel, the London
Stock Exchange, the AIM Rules and the Financial Services
Authority.
The Offer Document and (in the case of Ai Claims Shares held in
certificated form) the Form of Acceptance will be posted to Ai
Claims Shareholders (other than Ai Claims Shareholders in any
Restricted Jurisdiction) as soon as practicable and in any event
within 28 days of this Announcement, except with the consent of the
Panel.
Fractions of New Quindell Shares will not be allotted to holders
of Ai Claims Shares who accept the Offer under either the Lock-In
Option and/or the Orderly Market Option (including such holders who
are deemed to accept the Offer). Fractional entitlements to New
Quindell Shares under each such option will instead be aggregated
and sold in the market and the net proceeds of sale distributed pro
rata to the Ai Claims Shareholders entitled thereto, save that
individual entitlements to amounts of less than GBP5.00 will be
retained for the benefit of the Enlarged Group.
Your attention is drawn to the further information contained in
the Appendices to this Announcement which form part of, and should
be read in conjunction with, this Announcement.
The Offer will be subject to the further terms set out in
Appendix 1 and the terms to be set out in the Offer Document
together with, for Ai Claims Shares held in certificated form, the
Form of Acceptance when issued. Appendix 2 contains the sources and
bases of information used in this Announcement. Appendix 3 contains
details of the Lock-In Restrictions and the Orderly Market
Restrictions. Appendix 4 contains definitions of certain terms used
in this Announcement.
For further information:
Quindell Portfolio Plc
Rob Terry, Chairman & Chief Executive Tel: 01329 830
501
Laurence Moorse, Group Finance Director terryr@Quindell.com
Tel: 01329 830 543
moorsel@Quindell.com
Cenkos Securities plc
(Nominated adviser and broker) Tel: 020 7397 8900
Adrian Hargrave / Stephen Keys
Media Enquiries
RedleafPolhill Limited
Rebecca Sanders-Hewett Tel: 020 7566 6720
Jenny Bahr Quindell@redleafpolhill.com
Quindell Portfolio Plc
Gillian Baker, Investor Relations Tel:01329836724
bakerg@Quindell.com
Tracey Terry, Chief Communications Officer Tel: 01329 830 501
terrylt@Quindell.com
APPENDIX 1 - CERTAIN FURTHER TERMS OF THE OFFER
The Offer will extend to all Ai Claims Shares other than those
already owned by the Quindell Group.
Ai Claims Shares will be acquired by Quindell pursuant to the
Offer fully paid with full title guarantee and free from all liens,
charges, encumbrances, equitable interests, pre-emption rights and
other interests and rights of whatsoever nature and together with
all rights now or hereafter attaching thereto, including the right
to receive and retain in full all dividends and other distributions
(if any) declared, paid or made after the date of this
Announcement.
The Offer will lapse if, before 1.00 p.m. on the first closing
date, the acquisition by Quindell of Ai Claims is either referred
to the Competition Commission or results in the European
Commission, pursuant to Council Regulation (EC) 139/2004,
initiating proceedings under Article 6(1)(c) or making a referral
to a competent authority of the United Kingdom under Article
9(1).
If the Offer lapses it will cease to be capable of further
acceptance and Ai Claims Shareholders who have accepted the Offer
and Quindell will then cease to be bound by acceptances delivered
on or before the date on which the Offer lapses.
In deciding whether or not to accept the Offer in respect of
their Ai Claims Shares, Ai Claims Shareholders should rely on the
information contained in, and follow the procedures described in,
the Offer Document and (if they hold their Ai Claims Shares in
certificated form) the Form of Acceptance which will be posted to
Ai Claims Shareholders in due course (other than to any Ai Claims
Shareholders with addresses in any Restricted Jurisdiction).
The Offer will be made on the terms which are set out in this
Appendix 1, those terms which will be set out in the formal Offer
Document and Form of Acceptance and such further terms as may be
required to comply with the Code and applicable law.
The Offer will comply with the applicable rules and regulations
of AIM, the UKLA, the London Stock Exchange and the Code. The Offer
and any acceptances thereunder will be governed by English law and
will be subject to the jurisdiction of the English Courts.
The availability of the Offer to persons not resident in the
United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
The Offer will not be made, directly or indirectly, in or into,
or by use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile transmission, telex,
telephone, internet or e-mail) of interstate or foreign commerce
of, or of any facility of a national securities exchange of, any
Restricted Jurisdiction and the Offer will not be capable of
acceptance by any such use, means, instrumentality or facility or
from within, any restricted Jurisdiction.
This Announcement does not constitute an offer or invitation to
purchase Ai Claims Shares or any other securities.
APPENDIX 2 - BASES AND SOURCES OF INFORMATION
Information about Ai Claims has been compiled from published
sources.
Unless otherwise stated:
(a) financial information relating to Ai Claims has been
extracted or derived without material adjustment from the relevant
audited annual accounts;
(b) references to the value of the Offer are based on there
being 60,944,522, (61,416,189 issued shares less 471,667 shares
held in treasury) Ai Claims Shares in issue, sourced from Ai
Claims' annual audited accounts for the year ended 30 June 2011;
and
(c) historic share prices are sourced from the Daily Official
List and represent Closing Prices for Ai Claims Shares and Quindell
Shares on the relevant dates.
APPENDIX 3 - NEW QUINDELL SHARES: LOCK-IN RESTRICTIONS AND
ORDERLY MARKET RESTRICTIONS
Part A: Lock-In Restrictions
(applicable to New Quindell Shares allotted in respect of an
election to sell Ai Claims Offer Shares under the Lock-In
Option)
1. During the period of 12 months commencing on the date of
allotment and issue of the New Quindell Shares (the "Restricted
Period") the Ai Claims Shareholder agrees that he will not dispose
of, or agree to dispose of, any of the New Quindell Shares allotted
to him in respect of an election to sell Ai Claims Offer Shares
under the Lock-In Option (the "Restricted Shares") or any interest
in Restricted Shares without the prior written consent of the
Quindell Board and, for so long as it remains Quindell's nominated
adviser, Cenkos Securities plc, or such other person as is from
time to time Quindell's nominated adviser, as such term is defined
in the AIM Rules (the "Nomad").
2. The restrictions contained in paragraph 1 above shall not
prevent Ai Claims Shareholder from disposing of, or agreeing to
dispose of, Restricted Shares:
a. by way of acceptance of any general offer made to all
shareholders of Quindell to acquire all the ordinary shares of
Quindell (a "Third Party Offer"); or
b. by means of an irrevocable commitment to accept a Third Party Offer; or
c. pursuant to a plan, compromise or other arrangement between
Quindell and its members or any class of them or between Quindell
and its creditors under any applicable bankruptcy, insolvency, or
other similar law, now or hereafter in effect; or
d. pursuant to a compromise or arrangement between Quindell and
its creditors or any class of them or between Quindell and its
members or any class of them which is agreed to by the creditors or
members and sanctioned by the High Court under Part 26 of the
Companies Act 2006; or
e. pursuant to a scheme of arrangement under section 110 of the
Insolvency Act 1986 in relation to Quindell; or
f. pursuant to any offer by Quindell to purchase its own shares
which is made on identical terms to all holders of ordinary shares
in Quindell; or
g. in the event of an intervening court order; or
h. by way of transfer to a connected person provided that prior
to making such transfer the relevant transferee enters into an
agreement with Quindell and, if applicable its Nomad, in
substantially the same terms set out in this schedule; or
i. in the event of the Ai Claims Shareholder's death (being an
individual), provided that prior to making any transfer to the Ai
Claims Shareholder 's personal representative or beneficiaries the
proposed transferee enters into an agreement with Quindell and the
Nomad in substantially the same terms as these Lock-In
Restrictions; or
j. in order to satisfy any liability the Ai Claims Shareholder
has to any taxation and with the consent of the Quindell Board
(such consent not to be unreasonably withheld or delayed).
3. The Nomad and any other broker appointed by Quindell may,
subject to Quindell's prior written consent, for the purpose of
maintaining an orderly market in Quindell's ordinary shares and/or
satisfying demand from institutional investors for ordinary shares,
at any time within one month of the Quindell Board's consent being
obtained make an offer to such shareholders as may be approved by
the Quindell Board on behalf of the Nomad itself and/or any other
broker appointed by Quindell itself and/or one or more purchasers
for the purchase of such number of the Restricted Shares as may be
approved by the Quindell Board and such shareholders shall be
entitled to transfer such Restricted Shares in acceptance of such
offer.
4. These restrictions are without prejudice to any obligations
which the Ai Claims Shareholder may have from time to time as a
shareholder under the Criminal Justice Act 1993 and the Financial
Services and Markets Act 2000.
5. These restrictions are without prejudice to any separate
lock-in/orderly market restrictions which apply to Quindell Shares
to which the Ai Claims Shareholder becomes entitled in respect of
his acceptance of the Offer or any pre-existing lock-in/orderly
market restrictions applicable to his holdings of, and interests
in, Quindell Shares.
Part B: Orderly Market Restrictions
(applicable to New Quindell Shares allotted in respect of an
election to sell Ai Claims Offer Shares under the Orderly Market
Option)
1. During the period of 12 months commencing on the date of
allotment and issue of the New Quindell Shares (the "Restricted
Period") the Ai Claims Shareholder agrees that he will not dispose
of, or agree to dispose of, any of the New Quindell Shares allotted
to him in respect of an election to sell Ai Claims Offer Shares
under the Orderly Market Option (the "Restricted Shares") or any
interest in Restricted Shares otherwise than through Quindell's
broker from time to time (being Cenkos Securities plc at the date
of this Announcement), PROVIDED THAT:
a. Quindell's broker's terms for such trade are no less
favourable to the Ai Claims Shareholder concerned than those
offered by any other broker for an institutional broking service at
that time and on the basis that Quindell's broker provides best
practice and best execution;
b. any disposal of Restricted Shares shall be transacted at no
less than market mid price without the prior written consent of the
Quindell Board; and
c. if Quindell's broker is not able to make the disposal at the
same price as reasonably proposed by the Ai Claims Shareholder
concerned within 5 business days (being a day (other than a
Saturday, Sunday or public holiday) on which dealing in domestic
securities may take place on the London Stock Exchange) of it
having been requested to do so by or behalf of such Ai Claims
Shareholder, such Ai Claims Shareholder shall be entitled to effect
the disposal through such broker as it shall, in its absolute
discretion, decide at a price not less than that offered by
Quindell's broker.
2. The restrictions contained in paragraph 1 above shall not
prevent the Ai Claims Shareholder from disposing of, or agreeing to
dispose of, Restricted Shares:
a. by way of acceptance of any general offer made to all
shareholders of Quindell to acquire all the ordinary shares of
Quindell (a "Third Party Offer"); or
b. by means of an irrevocable commitment to accept a Third Party Offer; or
c. pursuant to a plan, compromise or other arrangement between
Quindell and its members or any class of them or between Quindell
and its creditors under any applicable bankruptcy, insolvency, or
other similar law, now or hereafter in effect; or
d. pursuant to a compromise or arrangement between Quindell and
its creditors or any class of them or between Quindell and its
members or any class of them which is agreed to by the creditors or
members and sanctioned by the High Court under Part 26 of the
Companies Act 2006; or
e. pursuant to a scheme of arrangement under section 110 of the
Insolvency Act 1986 in relation to Quindell; or
f. pursuant to any offer by Quindell to purchase its own shares
which is made on identical terms to all holders of ordinary shares
in Buyer; or
g. in the event of an intervening court order; or
h. by way of transfer to a connected person provided that prior
to making such transfer the relevant transferee enters into an
agreement with Quindell and, if applicable its Nomad, in
substantially the same terms set out in this schedule; or
i. in the event of the Ai Claims Shareholder's death (being an
individual), provided that prior to making any transfer to the Ai
Claims Shareholder's personal representative or beneficiaries the
proposed transferee enters into an agreement with Quindell and the
Nomad in substantially the same terms as these Orderly Market
Restrictions; or
j. in order to satisfy any liability the Ai Claims Shareholder
has to any taxation and with the consent of the Quindell Board
(such consent not to be unreasonably withheld or delayed).
3. The Nomad and any other broker appointed by Quindell may,
subject to Quindell's prior written consent, for the purpose of
maintaining an orderly market in Quindell's ordinary shares and/or
satisfying demand from institutional investors for ordinary shares,
at any time within one month of the Quindell Board's consent being
obtained make an offer to such shareholders as may be approved by
the Quindell Board on behalf of the Nomad itself and/or any other
broker appointed by Quindell itself and/or one or more purchasers
for the purchase of such number of the Restricted Shares as may be
approved by the Quindell Board and such shareholders shall be
entitled to transfer such Restricted Shares in acceptance of such
offer.
4. These restrictions are without prejudice to any obligations
which the Ai Claims Shareholder may have from time to time as a
shareholder under the Criminal Justice Act 1993 and the Financial
Services and Markets Act 2000.
5. These restrictions are without prejudice to the separate
lock-in/orderly market restrictions which apply to Quindell Shares
to which the Ai Claims Shareholder becomes entitled in respect of
his acceptance of the Offer or any pre-existing lock-in/orderly
market restrictions applicable to his holdings of, and interests
in, Quindell Shares.
APPENDIX 4 - DEFINITIONS
The following definitions apply throughout this
Announcement:
"Acquisition" the acquisition of a total of 29,070,146 Ai
Claims Shares by Quindell on the date of this
Announcement of which further details are set
out in paragraph 1 of this Announcement
"Admission" the admission of the New Quindell Shares to
trading on AIM becoming effective in accordance
with the AIM Rules
"Ai Claims" Ai Claims Solutions PLC, a company registered
in England and Wales under company number 1492207
"Ai Claims Board" the directors of Ai Claims from time to time
"Ai Claims Group" collectively, Ai Claims, its subsidiaries and
subsidiary undertakings from time to time and
"member of the Ai Claims Group" shall be construed
accordingly
"Ai Claims Offer all the Ai Claims Shares but excluding the Ai
Shares" Claims Shares held by Quindell
"Ai Claims Shareholders" holders of Ai Claims Shares
"Ai Claims Shares" ordinary shares of 10 pence each in the capital
of Ai Claims
"Ai Claims Share the option and incentive schemes of Ai Claims
Schemes" under which options or awards over Ai Claims
Shares are outstanding, including (to the extent
applicable) Ai Claims' approved and unapproved
share option schemes, long-term incentive plan
and phantom option scheme
"AIM" the AIM market of the London Stock Exchange
"AIM Rules" the rules for companies admitted to AIM as published
by the London Stock Exchange, as amended or
re-issued from time to time
"Announcement" this announcement dated 2 April 2012 made by
Quindell under Rule 2.7 of the Code
"business day" a day (excluding Saturdays, Sundays and public
holidays) on which banks are open for business
in the City of London
"certificated" where a share or other security is not in uncertificated
or "in certificated form (that is, not held in CREST)
form"
"Closing Price" the closing middle-market price of an Ai Claims
Share or a Quindell Share on a particular day
as derived from the Daily Official List
"Code" the City Code on Takeovers and Mergers
"Companies Act the Companies Act 2006, as amended
2006"
"CREST" the relevant system (as defined in the CREST
Regulations) of which Euroclear is the Operator
(as defined in the CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001
(SI 2001 No. 3755), as amended
"Daily Official the Daily Official List of the London Stock
List" Exchange
"Enlarged Group" the Quindell Group as enlarged by the Proposed
Acquisition
"Enlarged Issued the issued share capital of Quindell as enlarged
Share Capital" by the issue of the New Quindell Shares (assuming
acceptance of the Offer in full and that none
of the outstanding options under the Ai Claims
Share Schemes are exercised)
"Euroclear" Euroclear UK & Ireland Limited (formerly known
as CrestCo Limited), a company incorporated
under the laws of England and Wales under number
2878738
"first closing 21 days from the date on which the Offer Document
date" is published
"Form of Acceptance" the form of acceptance and authority relating
to the Offer which will, in the case of Ai Claims
Shareholders who hold their Ai Claims Shares
in certificated form (other than Ai Claims Shareholders
in a Restricted Jurisdiction), accompany the
Offer Document
"Lock-In Restrictions" the restrictions on transfers of New Quindell
Shares (or any interest therein) set out in
Part A of Appendix 3
"London Stock London Stock Exchange plc
Exchange"
"New Quindell new Quindell Shares proposed to be allotted
Shares" and issued credited as fully paid as consideration
under the Offer
"Offer" the mandatory cash offer with share alternative
to be made by Quindell to acquire the entire
issued and to be issued share capital of Ai
Claims not already owned by the Quindell Group
on the terms to be set out in the Offer Document
and, in the case of Ai Claims Shares held in
certificated form, the Form of Acceptance
"Offer Document" the formal offer document to be sent to Ai Claims
Shareholders (other than Ai Claims Shareholders
in a Restricted Jurisdiction) which will contain
the full terms of the Offer
"Offer Period" the offer period (as defined in the Code) relating
to Ai Claims, which commenced on the date of
this Announcement and which continues until
the first closing date of the Offer
"Offer Price" the consideration offered for each Ai Claims
Offer Share under the Offer, namely (a) 24.4
pence payable in cash, being the Cash Option,
or (b) 3.2 New Quindell Shares, being the Lock-In
Option, or (c) 3 New Quindell Shares, being
the Orderly Market Option
"Orderly Market the restrictions on transfers of New Quindell
Restrictions" Shares (or any interest therein) set out in
Part B of Appendix 3
"Panel" the Panel on Takeovers and Mergers
"Pounds Sterling" UK pounds sterling (and references to "pence"
or "GBP" and "p" shall be construed accordingly)
"Proposed Acquisition" the proposed acquisition by Quindell of those
Ai Claims Shares not already held by it by means
of the Offer
"Quindell" Quindell Portfolio Plc, a company registered
in England and Wales under company number 5542221
"Quindell Directors" the directors of Quindell from time to time
or "Quindell Board"
"Quindell Group" collectively, Quindell, its subsidiaries and
subsidiary undertakings from time to time and
"member of the Quindell Group" shall be construed
accordingly
"Quindell Shareholders" holders of Quindell Shares
"Quindell Shares" ordinary shares of 1 pence each in the capital
of Quindell
"Restricted Jurisdiction" any jurisdiction where local laws or regulations
may result in a significant risk of civil, regulatory
or criminal exposure for Quindell or Ai Claims
(or any member of the Quindell Group or the
Ai Claims Group or their respective directors
and officers) if information or documentation
concerning the Offer is sent or made available
to Ai Claims Shareholders in that jurisdiction
"UKLA" the United Kingdom Listing Authority, being
the Financial Services Authority acting in its
capacity as the competent authority for the
purposes of Part VI of the Financial Services
and Markets Act 2000
"uncertificated" recorded on the relevant register of the share
or "uncertificated or security concerned as being held in uncertificated
form" form (that is, in CREST) and title to which,
by virtue of the CREST Regulations, may be transferred
by means of CREST
"United Kingdom" the United Kingdom of Great Britain and Northern
or "UK" Ireland
All references to legislation in this Announcement are to
English legislation unless the contrary is indicated. Any reference
to any provision of any legislation shall include any amendment,
modification, re-enactment or extension thereof, save to the extent
that any such amendment, modification, re-enactment or extension
imposes any new or extended liability or restriction on a
party.
Words importing the singular shall include the plural and vice
versa and words importing the masculine gender shall include the
feminine or neutral gender.
The terms 'subsidiary' and 'subsidiary undertakings' have the
respective meanings given to them by the Companies Act 2006.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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