Ncc Regulatory News (NCC)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART), DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY RESTRICTED JURISDICTION (INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA AND NEW ZEALAND) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

23 April 2015

Recommended Acquisition of

Accumuli plc

by

NCC Group plc

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Results of Shareholder Meetings - 23 April 2015

The Accumuli Board is pleased to announce that, at the Court Meeting and the General Meeting held earlier today, in connection with the recommended offer being made by NCC Group plc to acquire the entire issued and to be issued ordinary share capital of the Company to be effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), Accumuli Shareholders voted to:

- approve the Scheme by the necessary majority at the Court Meeting; and

- pass the Special Resolution to implement the Scheme at the General Meeting.

Details of these resolutions passed are set out in the notices of the Court Meeting and General Meeting contained in the scheme document dated 2 April 2015 sent or made available to Accumuli Shareholders (the "Scheme Document").

Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Document.

Voting results of the Court Meeting

The results of the poll at the Court Meeting held on 23 April 2015 were as follows:

Voting results of the General Meeting

The results of the poll at the General Meeting held on 23 April 2015 were as follows:

* A vote withheld is not a vote in law and counts neither "For" nor "Against" the Special Resolution.

Effective Date and Timetable

Completion of the Acquisition remains subject to satisfaction or waiver of the other Conditions set out in the Scheme Document including the sanction by the Court of the Scheme and at the Scheme Court Hearing. The expected timetable of principal events for the implementation of the Scheme is set out on pages 1 and 2 of the Scheme Document. As described in detail in the Scheme Document, the expected date of the Scheme Court Hearing (to sanction the Scheme) and each of the subsequent dates set out in this timetable could be subject to change. As announced by Accumuli on 30 March 2015, Accumuli has applied to the London Stock Exchange for trading in Accumuli Shares on AIM to be suspended with effect from 7.30 a.m. (London time) on 30 April 2015.

If any of the key dates set out in the expected timetable change, Accumuli will give notice of this change by issuing an announcement through a Regulatory Information Service. Such announcement will, subject to certain restrictions, also be available on Accumuli's website at www.accumuli.com and on NCC Group's website at www.nccgroup.trust respectively.

Subject to certain restrictions, a copy of this announcement and the amended Articles of Association will also be available on Accumuli's website at www.accumuli.com.

Enquiries:

Important notices

MXC Capital Advisory LLP, which is authorised and regulated by the FCA, is acting exclusively for Accumuli as its financial adviser and for no one else in connection with the Acquisition and other matters referred to in this announcement and will not be responsible to anyone other than Accumuli for providing the protections afforded to clients of MXC Capital or for providing advice in relation to the Proposals, the content of this announcement or any matter or arrangement referred to herein.

Oakley Capital Limited, which is authorised and regulated by the FCA, is acting exclusively for Accumuli as its financial adviser for the purposes of Rule 3 of the Takeover Code and no one else in connection with the Acquisition and other matters referred to in this announcement and will not be responsible to anyone other than Accumuli for providing the protections afforded to clients of Oakley Capital or for providing advice in relation to the Proposals, the content of this announcement or any matter or arrangement referred to herein.

finnCap Ltd, which is authorised and regulated by the FCA, is acting as nominated adviser and corporate broker to Accumuli and for no one else in connection with the Acquisition and other matters referred to in this announcement and will not be responsible to anyone other than Accumuli for providing the protections afforded to clients of finnCap or for providing advice in relation to the Proposals, the content of this announcement or any matter or arrangement referred to herein.

Peel Hunt LLP, which is authorised and regulated by the FCA, is acting as sponsor, corporate broker and joint financial adviser to NCC Group and no one else in connection with the Acquisition and other matters referred to in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than NCC Group for providing the protections afforded to clients of Peel Hunt, nor for providing advice in relation to any matter referred to herein.

Rickitt Mitchell & Partners Limited, which is authorised and regulated by the FCA, is acting as joint financial adviser to NCC Group and no one else in connection with the Acquisition and other matters referred to in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than NCC Group for providing the protections afforded to clients of Rickitt Mitchell, nor for providing advice in relation to any matter referred to herein.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to execute and deliver a Form of Election in respect of a purported election under the Mix and Match Facility, may be affected by the laws of the relevant jurisdictions in which they are located. This announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. If the Acquisition is implemented by way of an Acquisition Offer (unless otherwise permitted by applicable law and regulation), the Acquisition Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Acquisition Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Notice to US investors

The Acquisition relates to the shares of an English company that is not registered under the US Securities Exchange Act of 1934 (the "US Exchange Act") and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements in the United States tender offer and proxy solicitation rules under the Exchange Act. If, in the future, NCC Group exercises the right to implement the Acquisition by way of a takeover offer and decides to extend the offer into the United States, the Acquisition Offer will be made in compliance with applicable US laws and regulations including the applicable provisions of the tender offer rules under the US Exchange Act, to the extent applicable. Financial information included (or incorporated by reference) in the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

Any securities to be issued in connection with the Acquisition have not been and will not be registered under the US Securities Act of 1933 (the "US Securities Act"), or under the securities laws of any state, district or other jurisdiction of the United States. Accordingly, such securities may not be offered, sold or delivered, directly or indirectly, in or into such jurisdictions except pursuant to exemptions from, or transactions not subject to, the registration requirements of the United States. It is expected that the New NCC Group Shares will be issued in reliance upon the exemption from such registration provided by Section 3(a)(10) of the US Securities Act. Under applicable US securities laws, persons (whether or not US persons) who are or will be "affiliates" (within the meaning of the US Securities Act) of NCC Group or Accumuli prior to, or of the Enlarged Group after, the Effective Date will be subject to certain transfer restrictions relating to the NCC Group Shares received in connection with the Acquisition.

It may be difficult for US holders of Accumuli Shares to enforce their rights and any claim arising out of US federal laws, since NCC Group and Accumuli are located in a non-US jurisdiction and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Accumuli Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

Provision of certain information

Please be aware that addresses, electronic addresses and certain other information provided by Accumuli Shareholders, persons with information rights and other relevant persons for the receipt of communications from Accumuli may be provided to NCC Group during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange 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 p.m. (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 securities exchange 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 of the Takeover Code). 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 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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website

A copy of this announcement will be made available subject to certain restrictions relating to Restricted Overseas Persons on Accumuli's website (www.accumuli.com) and on NCC Group's website (www.nccgroup.trust) respectively. For the avoidance of doubt, the contents of these websites are not incorporated into and not do form part of this announcement.

Requesting hard copy documents

In accordance with Rule 30.2 of the Takeover Code, a person so entitled may request a copy of this announcement and any information incorporated into it by reference to another source in hard copy form. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Acquisition should be in hard copy form. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested from either NCC Group by contacting Peel Hunt on +44 20 7418 8900 or Accumuli by contacting MXC Capital on +44 20 7801 9596, as appropriate.