Last checked at 8 Mar 2013 15:13
8 March 2013
Acal plc ("Acal" or the "Company")
Proposed acquisition of the Myrra Group (the "Acquisition")
Publication of Circular
Further to the Company's announcement on 8 March 2013 announcing the conditional agreement to acquire the Myrra Group, which is subject to shareholder approval, the Company confirms that copies of the Circular and the Form of Proxy will today be posted to shareholders. In compliance with LR 9.6.1R and LR 9.6.3R, the Company confirms that the Circular and the Form of Proxy have also been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.morningstar.co.uk/uk/nsm and on the Company's website at:
http://www.acal.co.uk/acal/en/news/press
The Circular contains a notice of a general meeting of the Company to be held at 11:00 am on 27 March 2013 at 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford GU2 7AH (the "General Meeting"), at which Acal's shareholders will vote on the Acquisition.
Copies of this document are available free of charge from the Company's registered office during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) up to and including the date of the General Meeting and will also be available for inspection at the General Meeting for at least 15 minutes prior to and during the meeting.
For further information please contact:
Acal plc | 01483 544 500 |
Nick Jefferies | |
Simon Gibbins | |
Sponsor, sole bookrunner and broker | |
Oriel Securities | 0207 710 7600 |
David Arch | |
Ashton Clanfield | |
Stewart Wallace | |
Cubitt Consulting | 0207 367 5100 |
Simon Brocklebank-Fowler | |
Michael Henman | |
Shareholders should read the whole of the Circular to be sent to them and not just rely on the summarised information set out in this announcement.
Terms used in this announcement shall have the same meanings as set out in the Circular.
Disclaimer:
The Announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. This announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, Japan or South Africa or in any other jurisdiction in which such publication or distribution is unlawful. No public offer of securities of the Company is being made in the United Kingdom, United States or elsewhere. In particular the Placing Shares referred to in this announcement have not been and will not be registered under the Securities Act or any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. This announcement has not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or South Africa or any other jurisdiction outside the United Kingdom. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action.
Apart from the liabilities and responsibilities, if any, which may be imposed on Oriel Securities Limited ("Oriel Securities") by FSMA or the regulatory regime established thereunder, Oriel Securities accepts no responsibility whatsoever for the contents of this announcement or for any other statement made or purported to be made by it or on its behalf in connection with the Company or the Acquisition. Nothing contained in this document is, or shall be relied upon as, a promise or representation by Oriel Securities as to the past, present or future. Oriel Securities disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.
Oriel Securities, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Acal plc in connection with the Acquisition and will not be responsible to anyone other than Acal plc for providing the protections afforded to its clients or for providing advice in relation to the Acquisition.