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

30 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

Court Sanction of the Scheme, Scheme Effective and the Results of the Mix and Match Elections

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 (the "Acquisition") to be effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), and further to Accumuli's announcement earlier today, Accumuli announces that, at the Scheme Court Hearing, the Court sanctioned the Scheme.

Following the delivery of the Scheme Court Order to the Registrar of Companies, the Scheme to effect the Acquisition has now become effective in accordance with its terms and the entire issued ordinary share capital of Accumuli is now owned by NCC Group.

Share Elections in respect of 28,015,297 Scheme Shares, representing approximately 17.6 per cent. of the aggregate number of Scheme Shares, and Cash Elections in respect of 66,997,414 Scheme Shares, representing approximately 42.0 per cent. of the aggregate number of Scheme Shares, were made by Scheme Shareholders. The ability to satisfy all elections for cash consideration and/or New NCC Group Shares made by Accumuli Shareholders was dependent on other Accumuli Shareholders making equal and opposite Elections.

Accordingly, pursuant to the terms of the Scheme, Scheme Shareholders who made valid Share Elections have had such elections satisfied in full and will receive 0.1518 of a New NCC Group Share per Scheme Share. Scheme Shareholders who made valid Cash Elections have had such elections scaled down on a pro rata basis by approximately 89.7 per cent. and will receive 30.2082 pence per Scheme Share in respect of a Cash Election that has been satisfied in full.

Scheme Shareholders will receive the basic offer consideration, which is 0.1218 of a New NCC Group Share and 5.97 pence in cash per Scheme Share in respect of the balance of their Scheme Shares on which a Cash Election has not been satisfied in full or for which no valid election under the Mix and Match Facility has been made.

The consideration payable to Accumuli Shareholders for the Acquisition will be settled (in the case of Scheme Shares held in uncertificated form, by CREST accounts being credited) or despatched (in the case of Scheme Shares held in certificated form) by no later than 14 May 2015.

As announced on 30 March 2015 and earlier today, the trading in Accumuli Shares on the AIM Market of the London Stock Exchange was suspended with effect from 7.30 a.m. (London time) today. The cancellation of admission to trading of Accumuli shares on AIM will take place at 7.00 a.m. (London time) on 1 May 2015. As a result of the Scheme having become effective, share certificates in respect of Scheme Shares will cease to be valid documents of title and entitlements to Scheme Shares held in uncertificated form in CREST are being cancelled.

Full details of the Offer are set out in the scheme document dated 2 April 2015 sent or made available to Accumuli Shareholders (the "Scheme Document"). Capitalised terms used but not otherwise defined in this announcement have the meaning given to them in the Scheme Document.

Subject to certain restrictions, a copy of this announcement will be available on Accumuli's website (www.accumuli.com) and on NCC Group's website (www.nccgroup.trust) respectively.

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. 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.

Notice to US investors

The Acquisition related to the shares of an English company that is not registered under the US Securities Exchange Act of 1934 (the "US Exchange Act") and was 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 has been 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. Financial information included (or incorporated by reference) in the Scheme Document has 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.