25 Feb 2011 09:56
25 February 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. THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE
TAKEOVER CODE (THE "CODE"). IT DOES NOT REPRESENT A FIRM INTENTION TO MAKE AN
OFFER UNDER RULE 2.5 OF THE CODE. ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT
AN OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.
Interserve Plc - Possible Offer for Mouchel Group plc
This is an announcement falling under Rule 2.4 of the Code. It does not represent a firm intention to make an offer under Rule 2.5 of the Code. Accordingly, there can be no certainty that any offer will ultimately be made.
Interserve Plc ("Interserve" or the "Company") notes the recent press speculation regarding a possible offer for Mouchel Group plc ("Mouchel") and confirms that it has made an approach to the Board of Mouchel with an indicative proposal (the "Proposal") to acquire the entire issued and to be issued share capital of Mouchel.
Discussions between Interserve and Mouchel are ongoing and Interserve has been given access to certain diligence materials. Interserve and Mouchel have entered into the co-operation agreement referred to in the announcement by Mouchel on 24 February 2011 (the "Mouchel Announcement").
Interserve's Proposal is a combination of cash and shares and Interserve believes that, if made, the Proposal would be highly attractive to Mouchel shareholders.
Interserve is one of the UK's foremost outsourcing and infrastructure companies, operating in the public and private sectors in the UK and internationally, offering advice, design, construction and facilities management services for society's infrastructure and providing a range of plant and equipment in specialist fields.
Interserve's strategic rationale for the proposed transaction is to create an enlarged group that is a fully integrated market leader in consultancy and support services, particularly in key BPO and infrastructure markets, through the combination of the complementary range of services of the two companies, for the benefit of both sets of shareholders and stakeholders.
Interserve believes its Proposal has a number of key attractions for Mouchel shareholders:
(i) The balance sheet of an enlarged Interserve is much stronger than the
standalone position of Mouchel.
(ii) Interserve's approach is friendly, strategically compelling and the
Company sees itself as an excellent home for Mouchel and its people;
(iii) Interserve believes that it would be seen as a constructive partner for
Mouchel's existing JV partners, both in the UK and internationally and, more broadly, that the combination would accelerate the enlarged group's international scale and reach. Additionally, Interserve believes that the combination of Interserve and Mouchel would provide a much stronger platform from which to target the rapidly growing market for fully integrated outsourcing services;
(iv) Interserve would be prepared to include a "mix and match" election within
its proposed offer structure, allowing Mouchel shareholders to elect for more
cash or more equity consideration, depending on their and other shareholders'
elections; and
(v) Interserve has a strong record of generating cash and paying an attractive
stream of dividends to shareholders. This is a record Interserve would intend
to continue post the proposed transaction.
The making of any offer is subject to the following preconditions:
i. Interserve concluding satisfactory due diligence; ii. the arrangement of financing; iii. the unanimous recommendation by the Board of Mouchel in respect of any offer by Interserve; iv. each member of the Board of Directors of Mouchel giving irrevocable undertakings to accept any offer in respect of all of their Mouchel shares; and v. the agreement of Mouchel to a standard break fee becoming payable to Interserve in certain circumstances as is customary for a transaction of this sort.
As per the Mouchel Announcement, Interserve reserves the right to waive any or all of the above pre-conditions. Further, Interserve also reserves the right to vary the form and / or mix of consideration and / or introduce other forms of consideration.
There can be no certainty that an offer will be made nor as to the form of consideration of any such offer. A further announcement will be made when appropriate.
Enquiries:Interserve Tel: +44 (0)118 932 0123 Adrian Ringrose (Chief Executive) Tim Haywood (Group Finance Director) J.P. Morgan Cazenove (Financial Tel: +44 (0)20 7588 2828 adviser & joint broker to Interserve) Patrick Magee Niklas Kloepfer Oriel Securities Limited (Joint broker Tel: +44 (0)20 7710 7600 to Interserve) Emma Griffin Michael Shaw Maitland (PR adviser to Interserve) Tel: +44 (0)20 7379 5151 Neil Bennett Elizabeth Morley
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers (the "Code"), the Company confirms that it has 125,804,346 ordinary shares of 10p each in issue. The International Securities Identification Number for the ordinary shares is GB0001528156.
This announcement will be available on Interserve's website (www.Interserve.co.uk) by no later than 12 noon (London time) on 28 February 2011.
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.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
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