Offer wholly unconditional
22 Septiembre 2008 - 1:00AM
UK Regulatory
FOR RELEASE 7.00 a.m. 22 September 2008
Not for release, publication or distribution, in whole or in part, in or into or
from the United
States, Canada, Australia or Japan or any other jurisdiction where to do so
would constitute a violation of the relevant laws or regulations of such
jurisdiction
RECOMMENDED AND INCREASED CASH OFFER
FOR XPERTISE GROUP PLC
OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
On 27 August 2008, the Boards of Xpertise Group PLC ("Xpertise") and QA-IQ
Investments (UK) Ltd. ("QA-IQ Bidco") announced that they had reached agreement
on the terms of a recommended and increased cash offer to be made by Lincoln
International on behalf of QA-IQ Bidco to acquire the entire issued and to be
issued share capital of Xpertise. Under the terms of the Recommended Offer,
Xpertise Shareholders will receive 165 pence in cash for each Xpertise Share
held. The Offer Document setting out the full terms of the Offer was posted to
Xpertise Shareholders on 29 August 2008. On 9 September 2008, the Recommended
Offer was declared unconditional as to acceptances.
The Board of QA-IQ Bidco is pleased to announce that, as at 1.00 p.m. on 19
September 2008, having received valid acceptances of the Recommended Offer in
respect of 5,057,667 Xpertise Shares representing approximately 89.77 per cent
of the issued ordinary share capital of Xpertise and having acquired an
additional 257,575 Xpertise Shares, in aggregate representing approximately 4.57
per cent. of the issued ordinary share capital of Xpertise, QA-IQ Bidco has
either received valid acceptances in respect of or otherwise acquired a total of
5,315,242 Xpertise shares representing approximately 94.34 per cent of the
ordinary issued share capital of Xpertise and accordingly the conditions of the
Recommended Offer, as set out in the Offer Document, have now been satisfied or
waived (if capable of being waived) and QA-IQ Bidco declares that the
Recommended Offer is unconditional in all respects.
Further details of the level of acceptances
The acceptances received include:
(a) acceptances in respect of 3,229,291 Xpertise Shares (representing 57.32 per
cent of the issued ordinary share capital of Xpertise) which were the
subject of irrevocable undertakings to accept the Recommended Offer;
(b) acceptances in respect of 138,645 Xpertise Shares (representing
approximately 2.5% of the issued ordinary share capital of Xpertise) which
were the subject of a letter of intent to accept the Recommended Offer; and
(c) acceptances in respect of 10,000 Xpertise Shares (representing
approximately 0.2% of the issued ordinary share capital of Xpertise) which
are beneficially owned by Chris Martin, a director of QA-IQ Bidco who is
deemed under the City Code to be acting in concert with QA-IQ Bidco.
There are no outstanding irrevocable commitments or letters of intent to accept
the Recommended Offer.
As at 1.00 p.m. (London time) on 19 September 2008, neither QA-IQ Bidco nor any
of its directors, nor, so far as QA-IQ Bidco is aware, any person acting in
concert with QA-IQ Bidco (i) had any interest in or right to subscribe for any
relevant securities of Xpertise, nor (ii) had any short positions in respect of
any relevant securities of Xpertise (whether conditional or absolute and whether
in the money or otherwise), including any short position under a derivative
agreement, any agreement to sell or any delivery obligation or right to require
another person to take delivery, nor (iii) had borrowed or lent any relevant
securities of Xpertise (save for any borrowed shares which had been on-lent or
sold).
The Recommended Offer, which remains subject to the terms set out in the Offer
Document, will remain open until 1.00 p.m. on 6 October 2008.
Xpertise Shareholders who have not yet accepted the Recommended Offer are urged
to do so as soon as possible.
The procedure for acceptance of the Recommended Offer is set out in paragraph 13
of Part II of the Offer Document and, in respect of certificated Xpertise
Shares, is further described in the Form of Acceptance.
Additional Forms of Acceptance are available from Neville Registrars by
telephoning 0121 585 1131 or +44 121 585 1131 (if telephoning from outside the
UK) between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday (excluding UK
public holidays). Calls to the Neville Registrars 0121 585 1131 number are
charged at 10 pence per minute (including VAT) plus any of your service
provider's network extras. Calls to the Neville Registrars +44 121 585 1131
number from outside the UK are charged at applicable international rates.
Different charges may apply to calls made from mobile telephones and calls may
be recorded and monitored randomly for security and training purposes.
Please note that for legal reasons, Neville Registrars will only be able to
provide you with information contained in the Offer Document and will be unable
to give advice on the merits of the Recommended Offer or to provide legal,
financial or taxation advice on the contents of the Offer Document.
Settlement
The consideration to which any Xpertise Shareholder is entitled under the
Recommended Offer is expected to be dispatched (or credited through CREST) to
validly accepting Xpertise Shareholders (i) in the case of acceptances received,
complete in all respects, on or before the date of this announcement, within 14
days of this announcement; or (ii) in the case of acceptances received, complete
in all respects, after the date of this announcement, but while the Recommended
Offer remains open for acceptance, within 14 days of such receipt, and in either
case in the manner described in paragraph 13 of Part II of the Offer Document.
Cancellation of admission to trading on AIM
As QA-IQ Bidco has attained the requisite 75% of the voting rights attaching to
the Xpertise Shares, QA-IQ Bidco is taking steps to procure the making of an
application by Xpertise to the London Stock Exchange for cancellation of
admission to trading of Xpertise Shares on AIM. It is anticipated that such
cancellation will take effect no later than 7.00 a.m. on 1 October 2008. After
the cancellation of admission, Xpertise will be re-registered as a private
company under the relevant provisions of the Companies Act. Xpertise
Shareholders who have not yet accepted the Recommended Offer should note that
cancellation is likely to reduce significantly the liquidity and marketability
of Xpertise Shares not acquired under the Recommended Offer. Once cancellation
has taken effect, Xpertise Shareholders will no longer be able to effect
transactions in Xpertise Shares on AIM.
Compulsory Acquisition
As anticipated in the Offer Document QA-IQ Bidco will seek to acquire
compulsorily the Xpertise Shares for which it has not received valid acceptances
of the Recommended Offer or otherwise acquired, pursuant to the provisions of
sections 974 to 991 of the Companies Act 2006.
Terms used in this announcement have the same meaning given to them in the Offer
Document.
Enquiries:
QA-IQ Investments (UK) Ltd. Telephone: +44 (0) 1753 898 300
Christian Martin (Chairman and Director)
William Macpherson (Chief Executive Officer)
Lincoln International LLP Telephone: +44 (0) 20 7022 9880
(Financial adviser to QA-IQ Bidco)
Darren Redmayne (Managing Director)
Julian Tunnicliffe (Managing Director)
KBC Peel Hunt Ltd. Telephone: +44 (0) 20 7418 8900
(Corporate broker to QA-IQ Bidco)
Marianne Woods (Director)
Matthew Tyler (Director)
Daniel Stewart & Company plc Telephone: +44 (0) 20 7776 6550
(Financial adviser to Xpertise)
Lindsay Mair (Director)
Simon Leathers
Further Information
Lincoln International LLP, which is authorised and regulated in the United
Kingdom by the Financial Services Authority for investment business activities,
is acting exclusively as financial adviser to QA-IQ Bidco and no one else in
connection with the Recommended Offer and will not be responsible to anyone
other than QA-IQ Bidco for providing the protections afforded to clients of
Lincoln International LLP or for providing advice in relation to the Recommended
Offer or any other matters referred to in this announcement.
KBC Peel Hunt Ltd., which is authorised and regulated in the United Kingdom by
the Financial Services Authority for investment business activities, is acting
exclusively as corporate broker to QA-IQ Bidco and no one else in connection
with the Recommended Offer and will not be responsible to anyone other than QA-
IQ Bidco for providing the protections afforded to clients of KBC Peel Hunt
Ltd. or for providing advice in relation to the Recommended Offer or any other
matters referred to in this announcement.
Daniel Stewart & Company plc, which is authorised and regulated in the United
Kingdom by the Financial Services Authority for investment business activities,
is acting exclusively as financial adviser to Xpertise and no one else in
connection with the Recommended Offer and will not be responsible to anyone
other than Xpertise for providing the protections afforded to clients of Daniel
Stewart & Company plc or for providing advice in relation to the Recommended
Offer or any other matters referred to in this announcement.
This announcement is not intended to and does not constitute, or form any part
of, an offer to sell or an invitation to subscribe for or purchase any
securities or the solicitation of an offer to purchase or subscribe for any
securities in any jurisdiction pursuant to the Recommended Offer or otherwise.
The Recommended Offer will be made solely through the Offer Document, which will
contain the full terms and conditions of the Recommended Offer (including
details on how to accept the Recommended Offer). Any response in relation to the
Recommended Offer should be made only on the basis of the information contained
in the Offer Document and the Form of Acceptance or any other document by which
the Recommended Offer is made. Shareholders are advised to read carefully the
formal documentation in relation to the Recommended Offer once it has been
dispatched. This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
This announcement has been prepared for the purpose of complying with English
law and the City Code and the information disclosed may not be the same as would
have been disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside the UK. Unless otherwise determined by QA-IQ
Bidco or required by the City Code and permitted by applicable law and
regulation, the Recommended Offer will not be made, directly or indirectly, in
or into, or by use of the mails, or by any means or instrumentality (including,
without limitation, by means of telephone, facsimile, telex, internet or other
forms of electronic communication) of interstate or foreign commerce of, or any
facilities of a securities exchange of, the United States, Canada, Australia or
Japan, and the Recommended Offer will not be capable of acceptance by any such
use, means, instrumentality or facility or from within the United States,
Canada, Australia or Japan. Accordingly, unless otherwise determined by QA-IQ
Bidco or required by the City Code and permitted by applicable law and
regulation, copies of this announcement and any other related document are not
being, and must not be, directly or indirectly, mailed or otherwise distributed
or sent in or into the United States, Canada, Australia or Japan and persons
receiving such documents (including custodians, nominees and trustees) must not
distribute or send them in, into or from such jurisdictions as doing so may make
invalid any purported acceptance of the Recommended Offer by persons in any such
jurisdiction.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of Xpertise, all "dealings" in any "relevant securities"
of Xpertise (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30 p.m. (London time) on the Business Day following the date of the
relevant transaction. This requirement will continue until the date on which the
Recommended Offer becomes, or is declared, unconditional as to acceptances,
lapses or is otherwise withdrawn or on which the Offer Period otherwise ends. If
two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire an "interest" in "relevant securities" of
Xpertise, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Xpertise, by QA-IQ Bidco or Xpertise, or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London
time) on the Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel on
telephone number +44 (0)20 7638 0129; fax number +44 (0)20 7236 7013.
END.
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