29 Mar 2011 09:09
Interserve Plc
29 March 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS
OF SUCH JURISDICTION. Interserve Plc - No intention to make an offer following rejection of a Revised Proposal
Further to the announcement made by Mouchel Group plc ("Mouchel") on 29 March 2011, Interserve Plc ("Interserve" or the "Company") confirms that Interserve has no intention to make an offer for Mouchel.
On 25 February 2011, Interserve confirmed that it had entered into a co-operation agreement with Mouchel on the 24 February 2011 which provided Interserve "preferred possible offeror" status following the submission of an indicative proposal, the terms of which the Board of Mouchel was willing to recommend to its shareholders.
Following detailed due diligence, Interserve modified its initial proposal and submitted a revised proposal to the Board of Mouchel valuing each issued Mouchel share at 135 pence including 50 pence in cash. This proposal, which Interserve believes to be in the best interests of both sets of shareholders, was, disappointingly, rejected on 29 March 2011.
For the purposes of the Takeover Code, Interserve reserves the right to make or participate in an offer for Mouchel (and / or take any other action which would otherwise be restricted under Rule 2.8 of the Takeover Code) within the six months following the date of this announcement:
i. with the agreement or recommendation of the Board of Mouchel;
ii. following the announcement of an offer by or on behalf of a third party for
Mouchel;
iii. following the announcement by Mouchel of a "whitewash" proposal or a
reverse takeover; or
iv. if there is a material change of circumstances.
Commenting on the announcement Chief Executive of Interserve, Adrian Ringrose, said
"Following several weeks of due diligence we put a revised proposal to the Mouchel Board that we believe was in the interests of both Interserve and Mouchel shareholders. Following Mouchel's decision not to proceed with that proposal we will be focussing on implementing our plans to deliver value for Interserve shareholders through the medium term growth of our business, as outlined in our recent annual results presentation."
Enquiries:
Interserve
Tel: +44 (0)118 932 0123Adrian Ringrose (Chief Executive)Tim Haywood (Group Finance Director)J.P. Morgan Cazenove (Financial adviser & joint broker to Interserve)Tel: +44 (0)20 7588 2828Patrick MageeNiklas KloepferOriel Securities Limited (Joint broker to Interserve)Tel: +44 (0)20 7710 7600Emma GriffinMichael ShawMaitland (PR adviser to Interserve)Tel: +44 (0)20 7379 5151Neil BennettElizabeth Morley
This announcement will be available on Interserve's website (www.interserve.com) by no later than 12 noon (London time) on 30 March 2011.
This announcement is made in accordance with Rule 2.8 of the City Code on Takeovers and Mergers (the "Code").
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities. This announcement has been prepared in accordance with English law and the Takeover Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside of the United Kingdom.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
J.P. Morgan plc, which conducts its UK investment banking business as J.P. Morgan Cazenove and is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Interserve and for no one else in connection with this announcement, and will not be responsible to anyone other than Interserve for providing the protections afforded to clients of J.P. Morgan plc nor for providing advice in connection with this announcement or any matter referred to herein.
Oriel Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Interserve and for no one else in connection with this announcement, and will not be responsible to anyone other than Interserve for providing the protections afforded to clients of Oriel Securities Limited nor for providing advice in connection with this announcement or any matter referred to herein.
Forward looking statements
This announcement contains statements about Interserve and Mouchel that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans" "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to, among other things, the expected benefits of the proposed combination of Interserve and Mouchel.
Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements, including, among others, risks relating to the successful combination of Mouchel with Interserve; higher than anticipated costs relating to the combination of Mouchel with Interserve; and facts relating to Mouchel that may impact the timing or amount of benefit realised from the combination that are unknown to Interserve. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Interserve disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law.
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