24 Nov 2011 08:00
24 November 2011
Insetco plc
Update Re: Proposed acquisition of ARM Asset Backed Securities S.A.
The Board announced on 1 September 2011 that it had conditionally agreed to acquire the assets of ARM Asset Backed Securities S.A ("ARM") and also to purchase Catalyst Investment Group Limited ("CIGL"). The acquisitions of ARM and CIGL were of a size that the transactions will be regarded as a reverse takeover pursuant to the AIM Rules for Companies which required that trading in the Company's shares be suspended pending publication of details of the acquisitions.
The proposed acquisition of ARM has involved extensive discussions and negotiations with the relevant regulatory bodies, and in particular with the Commission de Surveillance du Secteur Financier (the "CSSF"), the Luxembourg financial regulator and their appointed agents. Following agreement with CSSF, the ARM bondholders have been approached by ARM to establish the level of support for the proposed acquisition of ARM by Insetco as set out in the announcement of 1 September (the "Proposed ARM Offer").
The Bondholders have been contacted by ARM to ascertain the level of support for the Proposed ARM Offer through a non binding poll of the Bondholders. ARM received indications of support for the Proposed ARM Offer as follows:
- 60.30% of the holders of the ARM Bonds, Tranches 1-8 voted in the poll of which 94.51% have voted in favour of the Proposed ARM Offer.
- Holders of 73.06% of the ARM Bond Tranches 9-11 voted and of those, 62.07% have voted in favour.
Therefore in total, holders of 54.6 percent of the ARM Bond have indicated that they are in favour of the Proposed ARM Offer.
Under the terms of the Acquisition Agreement entered into between Insetco and ARM on 1 September 2011 the conditions of the agreement are required to be satisfied or waived by not later than 30 November 2011. Despite the indications of support for the acquisition of ARM by Insetco from the advisors to the ARM Bondholders it is clear that the conditions of the acquisition agreement will not be met by 30 November 2011, and therefore the acquisition agreement will lapse from 1 December 2011, unless extended with the agreement of both parties. Negotiations are continuing between the parties, and with the relevant regulatory bodies to seek an appropriate extension to the agreement,
It is anticipated that should the acquisition agreement lapse, whilst further discussions will continue between the parties with a view to eventual re-engagement, the suspension from trading in the Company's shares on AIM will be lifted and trading will be restored.
A further announcement will be made shortly.
Enquiries:
Insetco plc
Clive Cooke
Sanjeev Joshi 020 7887 7840
Charles Stanley Securities
Nominated Adviser
Russell Cook / Darren Vickers 020 7149 6000