15 Mar 2019 12:33
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF EU REGULATION 596/2014.
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTICES INCLUDED IN THIS ANNOUNCEMENT.
15 March 2019
Interserve Plc
Results of General Meeting and Suspension of Shares
Further to the announcement made on 27 February 2019 in respect of the Deleveraging Plan, Interserve Plc (the "Company") announces that, at the General Meeting held earlier today, the resolution set out in the Notice of General Meeting was not passed.
The board of directors of the Company is convening an urgent board meeting to consider its options. In the absence of any viable alternative, it expects to implement an alternative deleveraging transaction, which is likely to involve the Company making an application for administration and, if the order is granted, the immediate sale of the Company's business and assets (i.e. the entire Group) to a newly-incorporated company, to be owned by the existing lenders. This transaction would achieve substantially the same balance sheet and liquidity outcomes for the Group as the Deleveraging Plan.
The alternative transaction will be implemented very quickly and via a carefully-managed process and the administration and sale is expected to be completed this evening, ensuring that the business will continue to operate as normal for customers and suppliers. It will provide the Group with a strong financial position, allowing it to grow and develop the business, to deliver on its long-term strategy and protect the Group's employees (including the beneficiaries of the Group's pension schemes).
As a result, the Company confirms that its ordinary shares will be suspended from trading on the main market for listed securities of the London Stock Exchange plc immediately.
The number of votes 'for' and 'against' the resolution put before the General Meeting and the number of votes 'withheld' were as follows:
|
| For |
| Against |
| Total Votes | Withheld |
|
| No. of Votes | % | No. of Votes | % | No. of Votes | No. of Votes |
1 | Issue of New Ordinary Shares pursuant to the Placing and Open Offer at the Issue Price. | 36,651,023 | 40.62% | 53,571,093 | 59.38% | 90,222,116 | 52,831 |
Notes:
1) Votes 'withheld' are not counted in the calculation of the proportion of votes 'for' or 'against' a resolution.
2) The total number of Ordinary Shares in issue as at the record time for the General Meeting was 161,274,128.
Capitalised terms used and not otherwise defined herein have the meanings given to them in the Prospectus, which is available on the Company's website (www.interserve.com).
For further information please contact:
Interserve
Jonathan Refoy +44 (0)7880 315877
Tulchan Communications (PR Adviser)
Martin Robinson +44 (0) 207 3534200
Lisa Jarrett-Kerr
About Interserve
Interserve is one of the world's foremost support services and construction groups. Everything we do is shaped by our core values. We are a leader in innovative and sustainable outcomes for our clients and a great place to work for our people. We offer advice, design, construction, equipment, facilities management and frontline public services. We have gross revenues of circa £3.2 billion and a workforce of circa 68,000 people worldwide.
www.interserve.com
For news follow @Interservenews
IMPORTANT NOTICES
This announcement has been issued by and is the sole responsibility of the Company. A copy of the Prospectus is available on the Company's website at www.interserve.com provided that the Prospectus is not, subject to certain exceptions, available (whether through the website or otherwise) to Shareholders in the United States or other Excluded Territories.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement. The Prospectus provides further details of the New Ordinary Shares being offered pursuant to the Placing and Open Offer. This announcement is not a prospectus but an advertisement and investors should not acquire any New Ordinary Shares referred to in this announcement except on the basis of the information contained in the Prospectus. This announcement is for informational purposes only and does not purport to be complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change.
Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no one else in connection with the Prospectus, Admission or any other matters referred to in this announcement and will not regard any other person as its client in connection with the Prospectus, Admission or any other matters referred to in this announcement and will not be responsible for providing the protections afforded to its clients nor for giving advice in relation to the Prospectus, Admission or any other matters or arrangements referred to in this announcement.
N. M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated in the UK by the FCA, is acting exclusively for the Company and no one else in connection with the Prospectus, Admission or any other matters referred to in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Prospectus, Admission or any other matters referred to in this announcement and will not be responsible for providing the protections afforded to its clients nor for giving advice in relation to the contents of this announcement, Admission or any other matter or arrangement referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on Numis and/or Rothschild & Co by FSMA or the regulatory regime established thereunder or under the regulatory regime of any other jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Numis nor Rothschild & Co nor any of their respective affiliates, directors, officers, employees or advisers, accept any responsibility whatsoever for the contents of this announcement, and no representation or warranty, express or implied, is made by Numis and/or Rothschild & Co in relation to the contents of this announcement, including its accuracy, completeness or verification or regarding the legality of any investment in the New Ordinary Shares by any person under the laws applicable to such person or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the New Ordinary Shares or the Placing and Open Offer, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. To the fullest extent permissible Numis and Rothschild & Co accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any such statement.