RNS Number:7108S
Cornwall Bidco Limited
21 April 2008
For release at 7.00 a.m.
21 April 2008
Not for release, publication or distribution, in whole or in part, in or into or
from the United States, Canada, or Japan or any other jurisdiction where to do
so would constitute a violation of the relevant laws or regulations of such
jurisdiction
Recommended Cash Offer by Cornwall Bidco Limited for Civica plc
Offer declared wholly unconditional
Introduction
Further to the Offer made on 28 March 2008 by Cornwall Bidco Limited ("Cornwall
Bidco") to acquire the entire issued and to be issued share capital of Civica
plc ("Civica"), Cornwall Bidco is pleased to declare the Offer unconditional in
all respects. The offer document setting out the full terms of the Offer (the
"Offer Document") was posted to Shareholders on 28 March 2008.
The Offer will remain open for acceptance until further notice.
Level of Acceptances
As at 1.00 p.m. (London time) on 18 April 2008, valid acceptances of the Offer
had been received in respect of a total of 42,805,539 Civica Shares,
representing approximately 67.90 per cent. of the existing issued share capital
of Civica ('Valid Acceptances').
Furthermore, as at 1.00 p.m. (London time) on 18 April 2008, Cornwall Bidco held
17,018,941 Civica Shares, representing approximately 27.00 per cent. of the
existing issued share capital of Civica. These Civica Shares were acquired by
Cornwall Bidco on 28 March 2008.
Accordingly, as at 1.00 p.m. (London time) on 18 April 2008, Cornwall Bidco
held, or had received Valid Acceptances in respect of, an aggregate of
59,824,480 Civica Shares, representing approximately 94.91 per cent. of the
existing issued share capital of Civica.
Of the Valid Acceptances, acceptances relating to an aggregate of 31,899 Civica
Shares, representing approximately 0.05 per cent. of the existing issued share
capital of Civica, had been received from persons acting in concert with
Cornwall Bidco.
On the basis of information available from acceptances, and confirmations
received by Cornwall Bidco from those Shareholders who gave an irrevocable
undertaking to accept the Offer, of the Valid Acceptances an aggregate of
18,842,054 Civica Shares, representing approximately 29.89 per cent. of the
existing issued share capital of Civica, were subject to irrevocable
undertakings to accept the Offer procured by Cornwall Bidco prior to the
announcement of the Offer.
Full details of the irrevocable undertakings are set out in the Offer Document
dated 28 March 2008.
Details of the interests in Civica Shares of persons acting in concert with
Cornwall Bidco are set out in the Appendix to this announcement. Save as set out
in this announcement (including the Appendix), neither Cornwall Bidco nor, so
far as Cornwall Bidco is aware, any person acting or deemed to be acting in
concert with Cornwall Bidco has any interest in any Civica Shares or in any
securities convertible or exchangeable into Civica Shares ('Relevant Civica
Securities') or has any rights to subscribe for Relevant Civica Securities or
holds any short position in relation to Relevant Civica Securities (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, or
has borrowed or lent any Relevant Civica Securities (save for borrowed Civica
Shares which have been either on-lent or sold).
As at 1.00 p.m. (London time) on 18 April 2008 the Management Team held options
in respect of 5,657,821 Civica Shares as set out in Appendix 1. After 1.00 p.m.
on 18 April 2008, those options were exercised and acceptances of the Offer were
made in respect of all the 5,657,821 Civica Shares issued upon such exercise.
Settlement of Consideration
Settlement of the consideration due under the Offer will be dispatched (or, in
respect of Civica Shares held in uncertificated for, credited through CREST) in
respect of Civica Shares for which acceptances of the Offer, valid in all
respects, have already been received or, in respect of Shares held in
uncertificated form, for which Electronic Acceptances have already been validly
made, by 2 May 2008.
Settlement of consideration in respect of valid acceptances received or made
after 1.00 p.m. on 18 April 2008 will be dispatched (or, in respect of Civica
Shares held in uncertificated form, credited through CREST) within 14 days of
such acceptances being received.
De-listing
As Cornwall Bidco has attained in excess of 90 per cent. of the voting rights
attaching to Civica Shares, Cornwall Bidco intends to take steps to procure the
application by Civica for the cancellation of the listing of Civica Shares on
AIM and the cancellation of trading Civica Shares on AIM. Such de-listing would
significantly reduce the liquidity and marketability of any Civica Shares that
are not acquired by Cornwall Bidco. It is Cornwall Bidco's intention that, after
such cancellation, Civica will be re-registered as a private company under the
relevant provisions of the Companies Act 1985.
Compulsory Acquisition
Cornwall Bidco intends to apply the provisions of sections 974 to 991
(inclusive) of the Companies Act 2006 to acquire compulsorily all remaining
Civica Shares to which the Offer relates in respect of which it has not received
valid acceptances or which it has not otherwise acquired, on the same terms as
the Offer
Other
Shareholders who wish to accept the Offer, but have not yet done so, are
strongly encouraged (in the case of Civica Shares which are not held in CREST)
to complete and return a Form of Acceptance, or in the case of Civica Shares in
uncertificated form (that is, in CREST), to take the actions set out in
paragraph 14 of the letter from Cornwall Bidco in Part II of the Offer Document,
in each case as soon as possible.
Enquiries:
PricewaterhouseCoopers LLP Telephone: +44 (0) 207 583 5000
(Financial adviser to Cornwall Bidco, 3i Investments
and 3i Investors)
Andy Morgan
Simon Boadle
Andrew Perkin
Maitland Telephone: +44 (0) 207 379 5151
(Financial PR adviser to Cornwall Bidco)
Alistair Crabbe
The definitions set out in the Offer Document dated 28 March 2008 apply to this
announcement (including the Appendix) unless otherwise indicated.
The Directors of Cornwall Bidco accept responsibility for the information
contained in this announcement. To the best of the knowledge and belief of the
Directors of Cornwall Bidco (who have taken all reasonable care to ensure that
such is the case), the information contained in this announcement is in
accordance with the facts and does not omit anything likely to affect the import
of such information.
PricewaterhouseCoopers LLP, which is authorised and regulated in the United
Kingdom by the Financial Services Authority for investment business activities,
is acting exclusively as financial adviser to Cornwall Bidco, 3i Investments and
the 3i Investors and no one else in connection with the Offer and will not be
responsible to anyone other than Cornwall Bidco, 3i Investments and the 3i
Investors for providing the protections afforded to clients of
PricewaterhouseCoopers LLP or for providing advice in relation to the Offer or
any other matters referred to in this announcement.
This announcement is not intended to and does not constitute, or form any part
of, an offer to sell or an invitation to subscribe for or purchase any
securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the Offer or otherwise. The Offer was made solely through the Offer
Document, which contained the full terms and conditions of the Offer (including
details on how to accept the Offer). Any response in relation to the Offer
should be made only on the basis of the information contained in the Offer
Document or any other document by which the Offer is made. Shareholders are
advised to read carefully the formal documentation in relation to the Offer.
This announcement does not constitute a prospectus or prospectus equivalent
document.
This announcement has been prepared for the purpose of complying with English
law and the City Code and the information disclosed may not be the same as would
have been disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside the UK. Unless otherwise determined by
Cornwall Bidco or required by the City Code and permitted by applicable law and
regulation, the Offer is not being made and will not be made, directly or
indirectly, in or into, or by use of the mails, or by any means or
instrumentality (including, without limitation, by means of telephone,
facsimile, telex, internet or other forms of electronic communication) of
interstate or foreign commerce of, or any facilities of a securities exchange
of, the United States, Canada or Japan, and the Offer will not be capable of
acceptance by any such use, means, instrumentality or facility or from within
the United States, Canada or Japan. Accordingly, unless otherwise determined by
Cornwall Bidco or required by the City Code and permitted by applicable law and
regulation, copies must not be, directly or indirectly, mailed or otherwise
distributed or sent in or into the United States, Canada or Japan and persons
receiving such documents (including custodians, nominees and trustees) must not
distribute or send them in, into or from such jurisdictions as doing so may make
invalid any purported acceptance of the Offer by persons in any such
jurisdiction.
The availability of the Offer to persons not resident in the UK may be affected
by the laws of the relevant jurisdiction. Persons who are subject to the laws of
any jurisdiction other than the United Kingdom should obtain professional advice
and observe any applicable requirements.
Appendix
1. Members of the Management Team and the Executives have the following
interests in Civica Shares:
Name Number of Civica Percentage of Civica existing
Shares issued share capital
Simon Downing 31,899 0.05
Michael Stoddard 19,139 0.03
Wendy Merry 1,296 0.00
Steven Reynolds 8,834 0.01
2. Members of the Management Team have the following interests pursuant to
the Share Incentive Schemes:
Employee Approved Scheme Unapproved Scheme Long Term Incentive Plan
No. of Exercise Exercise No. of Exercise Exercise No. of Exercise Exercise
Civica Period Price Civica Period Price Civica Period Price
Shares Shares Shares
Simon 16,438 14/05/2007 �1.825 1,061,807 01/01/2007 �1.750 1,078,949 01/01/2007 �1.00
Downing to to onwards per option
14/05/2014 01/03/2014
143,066 27/01/2008 �1.00
onwards per option
107,422 20/12/2009 �1.00
onwards per option
180,233 20/12/2010 �1.00
onwards per option
Mike 16,438 14/05/2007 �1.825 457,595 01/01/2007 �1.750 561,053 01/01/2007 �1.00
Stoddard to to onwards per option
14/05/2014 01/03/2014
74,397 27/01/2008 �1.00
onwards per option
66,406 20/12/2009 �1.00
onwards per option
110,465 20/12/2010 �1.00
onwards per option
Peter 16,438 14/05/2007 �1.825 155,489 01/01/2007 �1.750 128,947 01/01/2007 �1.00
Anderson to to onwards per option
14/05/2014 01/03/2014
34,336 27/01/2008 �1.00
onwards per option
45,313 20/12/2009 �1.00
onwards per option
73,375 04/12/2010 �1.00
onwards per option
Steven 16,438 14/05/2007 �1.825 198,647 01/01/2007 �1.750 302,105 01/01/2007 �1.00
Reynolds to to onwards per option
14/05/2014 01/03/2014
40,058 27/01/2008 �1.00
onwards per option
35,742 20/12/2009 �1.00
onwards per option
38,853 04/12/2010 �1.00
onwards per option
Tim Magness 16,438 14/05/2007 �1.825 69,173 01/01/2007 �1.750 86,315 01/01/2007 �1.00
to to onwards per option
14/05/2014 01/03/2014
124,705 27/01/2008 �1.00
onwards per option
26,367 20/12/2009 �1.00
onwards per option
45,382 04/12/2010 �1.00
onwards per option
Wendy Merry - - - - - - 23,438 20/12/2009 �1.00
onwards per option
42,038 04/12/2010 �1.00
onwards per option
John Dutton - - - - - - 50,828 04/12/2010 �1.00
onwards per option
David Roots - - - - - - 54,688 20/12/2009 �1.00
onwards per option
94,745 04/12/2010 �1.00
onwards per option
John Hood - - - - - - 63,694 04/12/2010 �1.00
onwards per option
This information is provided by RNS
The company news service from the London Stock Exchange
END
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