TIDMIRV
RNS Number : 0557T
Interserve PLC
15 March 2019
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF EU REGULATION 596/2014.
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION,
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTICES INCLUDED IN THIS
ANNOUNCEMENT.
15 March 2019
Interserve Plc
Results of General Meeting and Suspension of Shares
Further to the announcement made on 27 February 2019 in respect
of the Deleveraging Plan, Interserve Plc (the "Company") announces
that, at the General Meeting held earlier today, the resolution set
out in the Notice of General Meeting was not passed.
The board of directors of the Company is convening an urgent
board meeting to consider its options. In the absence of any viable
alternative, it expects to implement an alternative deleveraging
transaction, which is likely to involve the Company making an
application for administration and, if the order is granted, the
immediate sale of the Company's business and assets (i.e. the
entire Group) to a newly-incorporated company, to be owned by the
existing lenders. This transaction would achieve substantially the
same balance sheet and liquidity outcomes for the Group as the
Deleveraging Plan.
The alternative transaction will be implemented very quickly and
via a carefully-managed process and the administration and sale is
expected to be completed this evening, ensuring that the business
will continue to operate as normal for customers and suppliers. It
will provide the Group with a strong financial position, allowing
it to grow and develop the business, to deliver on its long-term
strategy and protect the Group's employees (including the
beneficiaries of the Group's pension schemes).
As a result, the Company confirms that its ordinary shares will
be suspended from trading on the main market for listed securities
of the London Stock Exchange plc immediately.
The number of votes 'for' and 'against' the resolution put
before the General Meeting and the number of votes 'withheld' were
as follows:
For Against Total Votes Withheld
No. of Votes % No. of Votes % No. of Votes No. of Votes
----------------------------------- ------------- ------- ------------- ------- ------------- -------------
Issue of New Ordinary Shares
pursuant to the Placing and Open
1 Offer at the Issue Price. 36,651,023 40.62% 53,571,093 59.38% 90,222,116 52,831
----------------------------------- ------------- ------- ------------- ------- ------------- -------------
Notes:
1) Votes 'withheld' are not counted in the calculation of the
proportion of votes 'for' or 'against' a resolution.
2) The total number of Ordinary Shares in issue as at the record
time for the General Meeting was 161,274,128.
Capitalised terms used and not otherwise defined herein have the
meanings given to them in the Prospectus, which is available on the
Company's website (www.interserve.com).
For further information please contact:
Interserve
Jonathan Refoy +44 (0)7880 315877
Tulchan Communications (PR Adviser)
Martin Robinson +44 (0) 207 3534200
Lisa Jarrett-Kerr
About Interserve
Interserve is one of the world's foremost support services and
construction groups. Everything we do is shaped by our core values.
We are a leader in innovative and sustainable outcomes for our
clients and a great place to work for our people. We offer advice,
design, construction, equipment, facilities management and
frontline public services. We have gross revenues of circa GBP3.2
billion and a workforce of circa 68,000 people worldwide.
www.interserve.com
For news follow @Interservenews
IMPORTANT NOTICES
This announcement has been issued by and is the sole
responsibility of the Company. A copy of the Prospectus is
available on the Company's website at www.interserve.com provided
that the Prospectus is not, subject to certain exceptions,
available (whether through the website or otherwise) to
Shareholders in the United States or other Excluded
Territories.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement. The Prospectus provides
further details of the New Ordinary Shares being offered pursuant
to the Placing and Open Offer. This announcement is not a
prospectus but an advertisement and investors should not acquire
any New Ordinary Shares referred to in this announcement except on
the basis of the information contained in the Prospectus. This
announcement is for informational purposes only and does not
purport to be complete. No reliance may be placed by any person for
any purpose on the information contained in this announcement or
its accuracy or completeness. The information in this announcement
is subject to change.
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for the Company and no one else in connection with the Prospectus,
Admission or any other matters referred to in this announcement and
will not regard any other person as its client in connection with
the Prospectus, Admission or any other matters referred to in this
announcement and will not be responsible for providing the
protections afforded to its clients nor for giving advice in
relation to the Prospectus, Admission or any other matters or
arrangements referred to in this announcement.
N. M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated in the UK by the FCA, is acting
exclusively for the Company and no one else in connection with the
Prospectus, Admission or any other matters referred to in this
announcement and will not regard any other person (whether or not a
recipient of this announcement) as a client in relation to the
Prospectus, Admission or any other matters referred to in this
announcement and will not be responsible for providing the
protections afforded to its clients nor for giving advice in
relation to the contents of this announcement, Admission or any
other matter or arrangement referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Numis and/or Rothschild & Co by FSMA or the
regulatory regime established thereunder or under the regulatory
regime of any other jurisdiction where exclusion of liability under
the relevant regulatory regime would be illegal, void or
unenforceable, neither Numis nor Rothschild & Co nor any of
their respective affiliates, directors, officers, employees or
advisers, accept any responsibility whatsoever for the contents of
this announcement, and no representation or warranty, express or
implied, is made by Numis and/or Rothschild & Co in relation to
the contents of this announcement, including its accuracy,
completeness or verification or regarding the legality of any
investment in the New Ordinary Shares by any person under the laws
applicable to such person or for any other statement made or
purported to be made by it, or on its behalf, in connection with
the Company, the New Ordinary Shares or the Placing and Open Offer,
and nothing in this announcement is, or shall be relied upon as, a
promise or representation in this respect, whether as to the past
or the future. To the fullest extent permissible Numis and
Rothschild & Co accordingly disclaim all and any responsibility
or liability whether arising in tort, contract or otherwise (save
as referred to above) which they might otherwise have in respect of
this announcement or any such statement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ROMEAADSFDENEFF
(END) Dow Jones Newswires
March 15, 2019 08:33 ET (12:33 GMT)
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