TIDMABB TIDMTTM
RNS Number : 1563S
Abbey Protection PLC
04 November 2013
Not for release, publication or distribution, in whole or in
part, in or into any Restricted Jurisdictions or any other
jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction.
4 November 2013
RECOMMENDED CASH ACQUISITION
of
Abbey Protection plc
by
Markel Capital Holdings Limited
Posting of Scheme Document
On 9 October 2013, the boards of Markel Capital Holdings Limited
("Markel"), a wholly-owned subsidiary of Markel Corporation, and
Abbey Protection plc ("Abbey Protection" or the "Company")
announced that they had reached an agreement on the terms of a
recommended cash acquisition of the entire issued and to be issued
share capital of Abbey Protection by Markel (the "Acquisition").
The Acquisition is to be implemented by way of a scheme of
arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").
Under the terms of the Acquisition, Abbey Protection
Shareholders will be entitled to receive 115 pence in cash for each
Abbey Protection Share (the "Acquisition Price"), valuing the
entire issued and to be issued share capital of Abbey Protection at
approximately GBP116.5 million.
Abbey Protection is today posting a circular (the "Scheme
Document") to the holders of Abbey Protection Shares, and, for
information only, to Abbey Protection Share Incentive Scheme
Participants and persons with information rights, together with the
associated Forms of Proxy. The Scheme Document contains notices
convening the Court Meeting and General Meeting and contains,
amongst other things, the full terms and conditions of the Scheme,
an Explanatory Statement pursuant to section 897 of the Companies
Act 2006, an expected timetable of principal events and details of
the actions to be taken by Abbey Protection Shareholders.
The expected timetable of principal events is attached as an
appendix to this announcement. An announcement will be made if any
of the key dates set out in the expected timetable change.
To become Effective, the Scheme will need to be approved at the
Court Meeting and will require the passing of a special resolution
at the General Meeting, in each case, by the requisite majorities,
as described in the Scheme Document. The Scheme is also subject to
the satisfaction or, if capable of waiver, waiver of the other
Conditions set out in Part III of the Scheme Document, including
the receipt of any required approvals from, or the expiry of any
applicable waiting periods imposed by, the FCA, the SRA and the
GFSC.
Notices for the Court Meeting and the General Meeting are set
out in the Scheme Document. The Court Meeting and the General
Meeting will both be held at the offices of Eversheds LLP, One Wood
Street, London EC2V 7WS on 2 December 2013. The Court Meeting will
start at 11.00 a.m. and the General Meeting will start at 11.15
a.m. (or as soon thereafter as the Court Meeting has been concluded
or adjourned).
Abbey Protection Share Scheme Participants will be sent further
details of the impact (if any) of the Scheme on their options and
proposals being made to them on the date of this announcement.
Holders of Abbey Protection Shares should carefully read the
Scheme Document in its entirety before making a decision with
respect to the Scheme.
The Scheme Document will today be made available on Abbey
Protection's website at www.abbeyprotectionplc.com and additional
copies are available from Computershare who can be contacted on
0870 707 1682 or, if calling from outside the UK +44 870 707
1682.
Terms and expressions used in this announcement shall, unless
the context otherwise requires, have the same meanings as given to
them in the Scheme Document.
For more information, please contact:
+44 (0) 20 7953
Markel International 6000
William Stovin (President & Chief Operating Officer)
Andy Davies (Finance Director)
Michael Henman
+44 (0) 20 7418
Peel Hunt LLP (Financial adviser to Markel) 8900
Guy Wiehahn
James Britton
Harry Florry
+44 (0) 845 217
Abbey Protection 8293
Tony Shearer (Chairman)
Colin Davison (Chief Executive Officer)
Chris Ward (Group Managing Director)
+44 (0) 20 7269
FTI Consulting 7297
Ed Berry +44 (0) 20 7269
Tom Willetts 7175
PricewaterhouseCoopers LLP (Financial adviser to Abbey +44 (0) 20 7583
Protection) 5000
Simon Boadle
Steve Cater
Jon Raggett
Shore Capital and Corporate Ltd (Nominated adviser and +44 (0) 20 7408
broker to Abbey Protection) 4050
Bidhi Bhoma
Toby Gibbs
Further information
This announcement is not intended to, and does not constitute,
or form part of, any offer to sell, purchase, exchange or subscribe
for, or an invitation to purchase or subscribe for, any securities
or the solicitation of an offer to sell, purchase or exchange any
securities or of any vote or approval in any jurisdiction pursuant
to the Acquisition or otherwise, nor shall there be any sale,
issuance or transfer of securities of Abbey Protection in any
jurisdiction in contravention of applicable law. This announcement
does not constitute a prospectus or a prospectus equivalent
document. The Acquisition will be made solely pursuant to the terms
of the Scheme Document and the Forms of Proxy which will accompany
it and which will contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the
Scheme. Any decision in respect of, or other response to, the
Acquisition should be made only on the basis of the information in
the Scheme Document and the Forms of Proxy which will accompany it.
Scheme Shareholders are advised to read the formal documentation in
relation to the Acquisition carefully, once it has been
dispatched.
Unless otherwise determined by Markel or required by the Panel
and unless permitted by applicable law and regulation, 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.
Peel Hunt, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for Markel and for no-one else in connection with the Acquisition
and will not be responsible to any person other than Markel for
providing the protections afforded to clients of Peel Hunt, nor for
providing advice in relation to the Acquisition or any other
matters referred to herein.
PwC, which is authorised and regulated in the United Kingdom by
the Financial Conduct Authority, is acting exclusively for Abbey
Protection and for no-one else in connection with the Acquisition
and will not be responsible to any person other than Abbey
Protection for providing the protections afforded to clients of
PwC, nor for providing advice in relation to the Acquisition or any
other matters referred to herein.
Shore Capital and Corporate Limited and Shore Capital
Stockbrokers Limited (together "Shore Capital"), which are
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, are acting exclusively for Abbey Protection and
for no-one else in connection with the Acquisition and will not be
responsible to any person other than Abbey Protection for providing
the protections afforded to clients of Shore Capital, nor for
providing advice in relation to the Acquisition or any other
matters referred to herein.
Overseas Shareholders
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. Any failure to
comply with any applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. This announcement
has been prepared for the purposes of complying with English law
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 and regulations of any jurisdiction
outside of England. In particular, a transaction effected by means
of a UK scheme of arrangement is not subject to the tender offer
rules or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Scheme is subject to the disclosure requirements,
rules and practices applicable in the United Kingdom to schemes of
arrangement, which differ from the requirements of the US tender
offer rules.
Unless otherwise determined by Markel or required by the Panel
and unless permitted by applicable law and regulation, the
Acquisition will 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. If the Acquisition is implemented by way
of a Takeover Offer (unless otherwise determined by Markel and
permitted by applicable law and regulation), the Takeover Offer may
not be capable of acceptance by any such use, means,
instrumentality or facilities. Unless otherwise determined by
Markel or required by the Panel and unless permitted by applicable
law and regulation, 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 this announcement and all documents
(including custodians, nominees and trustees) relating to the
Acquisition should observe these restrictions and should not mail
or otherwise forward, distribute or send this announcement or
documents relating to the Acquisition in or into or from any
Restricted Jurisdiction.
Dealing disclosure requirements of the City Code
Under Rule 8.3(a) of the City Code, any person who is interested
in 1% 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 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 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 City 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 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 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
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.
Publication on website
A copy of this announcement will be available, free of charge,
on Abbey Protection's website at www.abbeyprotectionplc.com and on
Markel International's website at www.markelinternational.com by no
later than 12 noon (London time) on the Business Day immediately
following the date of this announcement. For the avoidance of
doubt, neither the content of the websites referred to above (nor
any other website) nor the contents of any website accessible from
hyperlinks on any such website is incorporated into, or forms part
of, this announcement.
Appendix
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The dates given are based on Abbey Protection's current
expectations and may be subject to change. If the expected date of
the Court Hearing is changed, Abbey Protection will give notice of
such change by issuing an announcement through a Regulatory
Information Service and posting notice of the change to Abbey
Protection Shareholders. All Abbey Protection Shareholders have the
right to attend the Court Hearing.
All times shown in this document are London times unless
otherwise stated.
Event Time and/or date
Latest time for lodging Forms
of Proxy for the:
11.00 a.m. on 28
Court Meeting (blue form) November 2013(1)
11.15 a.m. on 28
General Meeting (white form) November 2013(2)
6.00 p.m. on 28 November
Voting Record Time 2013(3)
11.00 a.m. on 2 December
Court Meeting 2013
11.15 a.m. on 2 December
General Meeting 2013(4)
Scheme Court Hearing (to
sanction the Scheme) 14 January 2014
Last day of dealings in,
and for registration of transfers
and disablement in CREST
of, Abbey Protection Shares 16 January 2014
Dealings in Abbey Protection 5.00 p.m. on 16 January
Shares on AIM suspended 2014
6.00 p.m. on 16 January
Scheme Record Time 2014
Reduction Court Hearing (to
confirm Capital Reduction) 17 January 2014
Effective Date of the Scheme 17 January 2014
Cancellation of admission
to trading on AIM of, and
cessation of dealings in, 7.00 a.m. on 20 January
Abbey Protection Shares 2014
Dispatch of cheques and crediting
of CREST accounts for cash
consideration due under the
Scheme by 31 January 2014
Long Stop Date 30 April 2014
Notes:
(1) It is requested that blue Forms of Proxy for the Court
Meeting be lodged not later than 48 hours prior to the time
appointed for the Court Meeting. Blue Forms of Proxy not so lodged
may be handed to the Chairman of the Court Meeting at the Court
Meeting.
(2) White Forms of Proxy for the General Meeting must be lodged
not later than 48 hours prior to the time appointed for the General
Meeting. If not lodged by that time they will be invalid.
(3) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
meeting will be 6.00 p.m. on the day which is two days' prior to
the date of the adjourned meeting.
(4) Or as soon thereafter as the Court Meeting shall have concluded or been adjourned.
(5) The above times and dates are indicative only and will
depend, among other things, on the date upon which (i) the Court
sanctions the Scheme: (ii) the Court confirms the associated
Capital Reduction; and (iii) the Court Orders and the Statement of
Capital are delivered to the Registrar of Companies and, if the
Court so orders, when the Reduction Court Order and the Statement
of Capital are registered by him.
(6) The Long Stop Date is the latest date by which the Scheme
may become Effective unless Abbey Protection and Markel agree, with
the consent of the Panel and if the Court permits, a later
date.
To the extent any of the above expected dates or times change,
Abbey Protection will give notice of any such changes and details
of the revised dates and/or times to Abbey Protection Shareholders
by issuing an announcement through a Regulatory Information
Service.
This information is provided by RNS
The company news service from the London Stock Exchange
END
SOABUBDBLBGBGXS
Abbey Protection (LSE:ABB)
Historical Stock Chart
From Jun 2024 to Jul 2024
Abbey Protection (LSE:ABB)
Historical Stock Chart
From Jul 2023 to Jul 2024