28 Feb 2014 16:53
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Interserve Plc: Publication of Circular and Notice of General Meeting
Further to the announcement made on 28 February 2014, Interserve Plc (Interserve or the Company) has today published and sent to all holders of Ordinary Shares in the capital of Interserve (Interserve Shareholders) a circular (the Circular) in relation to the proposed acquisition of the facilities services business of Rentokil Initial plc (the Acquisition). The Circular has been prepared in accordance with the Listing Rules of the Financial Conduct Authority.
The Acquisition is subject to the approval of Interserve Shareholders, and, accordingly, the Circular contains a notice convening a general meeting of the Company which is to be held at the offices of Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2HA at 10.00a.m. on 17 March 2014.
A copy of the Circular and the notice of general meeting are available for viewing on 'Investor Centre' section the Company's website at http://www.interserve.com/investor-centre. A copy of the Circular has also been submitted to the National Storage Mechanism, and will shortly be available for inspection on the National Storage Mechanism's website http://www.morningstar.co.uk/uk/nsm.
Interserve Plc
Adrian Ringrose, Chief Executive
Tim Haywood, Group Finance Director
Robin O'Kelly, Head of Communications +44 (0) 118 932 0123
J.P. Morgan Cazenove
+44 (0)20 7777 2000
Guy Marks
Nicholas Hall
Numis
+44 (0)20 7260 1000
Heraclis Economides
Ben Stoop
Capital MSL
+44 (0) 20 3219 8800
Richard Campbell
Ian Brown
IMPORTANT NOTICES
THE INFORMATION CONTAINED HEREIN SHALL NOT CONSTITUTE OR FORM ANY PART OF ANY OFFER OR INVITATION TO SUBSCRIBE FOR, UNDERWRITE OR OTHERWISE ACQUIRE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, SECURITIES INCLUDING IN THE UNITED STATES.
THE MATERIAL SET FORTH HEREIN IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION. THE SECURITIES OF THE COMPANY DESCRIBED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE LAWS OF ANY STATE OF THE UNITED STATES OR ANY JURISDICTION THEREOF, AND MAY NOT BE OFFERED, SOLD, RE-SOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, ABSENT REGISTRATION OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES.
THERE WILL BE NO PUBLIC OFFER OF SECURITIES IN THE UNITED STATES, UNITED KINGDOM OR IN ANY OTHER JURISDICTION.
This document includes statements that are, or may be deemed to be, "forward-looking statements", including within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934. These forward-looking statements are based on current expectations and projections about future events and can be identified by the use of a date in the future or forward-looking terminology, including, but not limited to, the terms "may", "believes", "estimates", "plans", "aims", "targets", "projects", "anticipates", "expects", "intends", "will", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts and include statements regarding the Company's intentions, beliefs or current expectations. They are not guarantees of future performance. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements. Any forward-looking statements in this document reflect the Company's view with respect to future events as at the date of this document and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the conditions to the acquisition being satisfied, the Enlarged Group's ability to integrate their businesses and personnel, the successful retention and motivation of the Enlarged Group's key management, the increased regulatory burden facing the Enlarged Group and the Company's operations, results of operations, financial condition, growth, strategy, liquidity and the industry in which the Company operates. No assurances can be given that the forward-looking statements in this document will be realised. Neither the Company, J.P. Morgan Limited (which conducts its UK investment banking business as J.P. Morgan Cazenove, "J.P. Morgan Cazenove") nor Numis Securities Limited ("Numis") undertake any obligation nor do they intend to revise or update any forward-looking statements in this document to reflect events or circumstances after the date of this document (except, in the case of the Company, to the extent required by the Financial Conduct Authority ("FCA"), the London Stock Exchange or by applicable law, the Listing Rules or the Disclosure Rules and Transparency Rules). None of the future projections, expectations, estimates or prospects in this document should be taken as forecasts or promises nor should they be taken as implying any indication, assurance or guarantee that the assumptions on which such future projections, expectations, estimates or prospects have been prepared are correct or exhaustive or, in the case of the assumptions, fully stated in the document. As a result of these risks, uncertainties and assumptions, the recipient should not place undue reliance on these forward-looking statements as a prediction of actual results or otherwise. For a more detailed description of the risks and uncertainties, please see the risk factors discussed in the Circular. The Company undertakes no obligation to update the forward-looking statements in this announcement or any other forward-looking statements it may make. Forward-looking statements in this announcement are current only as of the date on which such statements are made.
This Announcement has been issued by, and is the sole responsibility of, the Company. Neither J.P Morgan Cazenove nor Numis nor any of their affiliates, parent undertakings, subsidiary undertakings or subsidiaries of its parent undertakings or any of their respective directors, officers, employees or advisers or any other person accepts any responsibility whatsoever and makes no representation or warranty, express or implied, for or in respect of the contents of this Announcement and, without prejudice to the generality of the foregoing, no responsibility or liability is accepted by any of them for any such information or opinions or for any errors or omissions.
J.P. Morgan Cazenove, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company in connection with the Acquisition and not for any other person and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Acquisition and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any transaction, arrangement or other matter referred to in this document.
Numis, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company in connection with the Acquisition and not for any other person and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Acquisition and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any transaction, arrangement or other matter referred to in this document.
Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this Announcement.