TIDMARI

RNS Number : 5463M

Active Risk Group PLC

27 August 2013

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 OF SUCH JURISDICTION

27 August 2013

Recommended cash acquisition

of

Active Risk Group plc

by

Sword Aquila Limited

(a wholly owned subsidiary of Sword Group SE)

(to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006)

Court sanction of Scheme

Active Risk Group plc ("Active Risk") is pleased to announce that at a hearing held earlier today, the Scheme relating to the Acquisition of Active Risk by Sword Aquila Limited was sanctioned by the Court.

In order, inter alia, for the Scheme to become Effective the Court will now need to confirm the associated Reduction of Capital. The hearing relating to the Reduction of Capital will take place on 29 August 2013.

It should be noted that the last day of dealings in and for registration of transfers of Active Risk Shares will be 28 August 2013. At 7:30 a.m. on 29 August 2013, Active Risk Shares will be temporarily suspended pending the Scheme becoming Effective, expected to be 29 August 2013 (the "Effective Date").

Following the Effective Date, share certificates in respect of Active Risk Shares will cease to be valid and entitlements to Active Risk Shares held within the CREST system will be cancelled. The admission to trading on AIM of the Active Risk Shares will be cancelled with effect from the business day after the Effective Date.

A copy of this announcement will be available on Active Risk's website, www.activerisk.com. The contents of this website are not incorporated into and do not form part of this announcement.

Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document.

 
 Enquiries: 
 Active Risk 
  Lynton Barker, Executive Chairman 
  Andrew Darby, Chief Operating Officer and Chief    +44 (0) 1628 582 
  Financial Officer                                               500 
 Altium (Financial Adviser to Active Risk) 
  Sam Fuller                                          +44 (0) 20 7484 
  Tim Richardson                                                 4040 
 Media Enquiries: 
 Biddicks (PR Adviser to Active Risk)                 +44 (0) 20 3178 
  Katie Tzouliadis                                               6378

Altium, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for Active Risk and no one else in connection with the Acquisition and will not be responsible to anyone other than Active Risk for providing the protections afforded to clients of Altium nor for providing advice in connection with the Acquisition or any matter referred to herein.

This announcement has been prepared for the purpose of complying with English law, the Code and the AIM Rules 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.

Disclosure requirements of the Code

Under Rule 8.3(a) of the 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 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 one per cent. 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 during the Offer Period. 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. 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.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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