25 May 2023 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
25 May 2023
RECOMMENDED CASH ACQUISITION
of
SURESERVE GROUP PLC ("Sureserve" or the "Company")
by
CAP10 4NETZERO BIDCO LIMITED ("Bidco"),
a newly incorporated company indirectly owned by funds managed and/or advised
by
CAP10 PARTNERS LLP ("Cap10")
Disclosure under Rule 2.10(c) of the Takeover Code
On 21 April 2023, the Boards of Bidco and Sureserve announced that they had reached agreement on the terms of a recommended all cash offer by Bidco for the entire issued and to be issued ordinary share capital of Sureserve (the "Acquisition") to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). The circular in relation to the Scheme was published on 17 May 2023 (the "Scheme Document").
Capitalised terms used in this announcement (the "Announcement") shall, unless otherwise defined, have the same meanings as set out in the Scheme Document.
As set out in the Scheme Document, Bidco had received a non-binding letter of intent from Slater Investments Limited ("Slater Investments") indicating their intention to vote in favour of any resolutions required for the implementation of the Acquisition and any matter ancillary thereto.
Slater Investments has since advised Bidco that it has disposed of 750,000 Sureserve Shares. As a result, with effect from such disposal, the non-binding letter of intent given to Bidco by Slater Investments to support the Acquisition has ceased to apply in respect of the Sureserve Shares so disposed of by Slater Investments.
The non-binding letter of intent from Sureserve is now therefore given in respect of its remaining holding of 25,568,325 shares, representing approximately 15.38 per cent. of Sureserve's issued share capital of 166,222,616 Sureserve Shares as at the date of this announcement, carrying one vote each.
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FURTHER INFORMATION
Publication on website and availability of hard copies
A copy of this Announcement will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on Sureserve's and Bidco's website (https://www.sureservegroup.co.uk/plc/investors/recommended-cash-acquisition-of-sureserve-group-plc and https://www.cap10partners.com/recommended-offer-for-sureserve-group-plc respectively) by no later than 12:00 noon (London time) on 26 May 2023.
Neither the contents of these websites, nor the content of any other website accessible from hyperlinks on such websites, is incorporated into, or forms part of, this Announcement.
In accordance with Rule 30.3 of the Takeover Code, you may request a hard copy of this Announcement (and any information incorporated by reference in this Announcement), free of charge, by contacting Sureserve's Company Secretary, John Charlton, telephone no. +44 (0)20 3961 5229 or email john.charlton@sureservegroup.co.uk. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. Unless you make such a request, a hard copy of this Announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition 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.
Dealing disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in one 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 3:30pm (London time) on the tenth business day following the commencement of the offer period and, if appropriate, by no later than 3:30pm (London time) on the tenth 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 one 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(s), 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 3:30pm (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).
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. 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.