RNS Number:9188J
Angus Newco Limited
14 December 2007
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, IN OR INTO OR FROM THE UNITED STATES, CANADA OR AUSTRALIA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
Announcement for Immediate Release
13 December 2007
RECOMMENDED CASH OFFER
by
ANGUS NEWCO LIMITED
(a company backed by the 3i Investors)
for
INSPICIO PLC
Summary
The Directors of Angus Newco and the Independent Directors of Inspicio are
pleased to announce that they have reached agreement on the terms of a
recommended cash offer to be made by Angus Newco.
Highlights
* The Offer will be made at a price of 225 pence in cash for each Inspicio
Share and represents a premium of approximately:
- 17.8 per cent. to the Closing Price of 191 pence per Inspicio Share on 11
October 2007, the last business day prior to the commencement of the Offer
Period;
- 33.5 per cent. to the average Closing Price of 168.5 pence per Inspicio
Share for the six month period prior to the commencement of the Offer
Period; and
- 25.0 per cent. to 180 pence per Inspicio Share, the price at which Inspicio
placed 8,888,889 Inspicio Shares on 8 June 2007.
* The Offer values the existing issued share capital of Inspicio at
approximately �228.6 million.
* Angus Newco is a newly-incorporated company which has been formed for
the purposes of making the Offer. Upon completion of the Investment
Agreement, following the Offer having become or been declared unconditional
in all respects, Angus Holdco, of which Angus Newco will be a wholly-owned
subsidiary, will be owned by the 3i Investors and 3i (who will own a
majority shareholding), together with the Executive Management Team. The
Executive Management Team includes Mark Silver (Chief Executive) and Richard
McBride (Finance Director) of Inspicio. In addition, Keith Tozzi (Chairman)
has agreed to become a strategic consultant to the business following
completion and intends to make a small investment in Angus Holdco.
* The Independent Directors are not connected with Angus Newco and have
taken responsibility for considering the Offer on behalf of Inspicio
Shareholders and for making the recommendation that Inspicio Shareholders
accept the Offer and that Independent Shareholders vote in favour of the
Resolution at the General Meeting.
* The Independent Directors, who have been so advised by Kaupthing,
consider the terms of the Offer to be fair and reasonable and unanimously
recommend that Inspicio Shareholders accept the Offer, and that Independent
Shareholders vote in favour of the Resolution at the General Meeting. In
providing its advice to the Independent Directors, Kaupthing has taken into
account the Independent Directors' commercial assessments.
* The Independent Directors have given Angus Newco irrevocable
undertakings to accept, or (where applicable) procure the acceptance of, the
Offer, and to vote, or (where applicable) procure that the registered holder
votes, in favour of the Resolution at the General Meeting in respect of all
of their respective beneficial holdings of Inspicio Shares, amounting, in
aggregate, to 40,000 Inspicio Shares, representing approximately 0.039 per
cent. of the existing issued share capital of Inspicio. These undertakings
will continue to be binding even in the event of a higher competing offer
for Inspicio, unless the Offer lapses or is withdrawn.
* Members of the Executive Management Team together with Keith Tozzi have
given Angus Newco irrevocable undertakings to accept, or (where applicable)
procure the acceptance of, the Offer in respect of all of their respective
beneficial holdings, amounting, in aggregate, to 971,860 Inspicio Shares,
representing approximately 0.96 per cent. of the existing issued share
capital of Inspicio. These undertakings will continue to be binding even in
the event of a higher competing offer for Inspicio, unless the Offer lapses
or is withdrawn.
* Angus Newco has also received irrevocable undertakings to accept the
Offer in respect of a further 5,014,444 Inspicio Shares, representing, in
aggregate, approximately a further 4.94 per cent. of the existing issued
share capital of Inspicio.
* In addition, Angus Newco has received non-binding letters of intent to
accept the Offer in respect of a total of 14,518,508 Inspicio Shares,
representing, in aggregate, approximately a further 14.29 per cent. of the
existing issued share capital of Inspicio.
* Accordingly, Angus Newco has received, in aggregate, irrevocable
undertakings and non-binding letters of intent to accept the Offer in
respect of 20,544,812 Inspicio Shares, representing approximately 20.22 per
cent. of the existing issued share capital of Inspicio.
Commenting on the Offer, Alan Giddins, Global Head of Business Services at 3i,
said:
"Business Services is a key sector focus for 3i and we are delighted to be in a
position to invest in Inspicio. We are looking forward to working with the
management team, led by Mark Silver, to help the business achieve its full
potential. Inspicio's business reflects 3i's global presence and the underlying
organic growth prospects for Inspicio remain strong. In addition, we are
committed to supporting Inspicio's acquisitive strategy to continue to build its
international presence in its core markets."
Commenting on the Offer on behalf of the Independent Directors, Lesley James
said:
"Today, the Independent Directors have pleasure in bringing to a close a process
that started over two months ago. In that time we have evaluated all aspects of
the offer from 3i, as well as proposals from a number of other potential
bidders. We have concluded that the offer from 3i is in the best interests of
Inspicio's shareholders as a whole and recommend that shareholders accept the
offer."
Commenting on the Offer, Mark Silver said:
"This is a good deal for Inspicio and provides an opportunity for the company to
fulfill its potential. It will enable us to exploit fully the growth
opportunities in the global testing and inspection market with the support of a
long-term investor who understands our business and our strategy."
This summary should be read in conjunction with, and is subject to, the full
text of the following announcement. The Offer will be made subject to the
conditions set out in Appendix A to this announcement and to the full terms and
conditions to be set out in the Offer Document and (in respect of certificated
Inspicio Shares) in the Form of Acceptance.
Enquiries:
Angus Newco Limited / 3i Investments plc Tel: +44 (0)20 7975 3130
Alan Giddins
David Holligon
Rothschild (financial adviser to Angus Newco and 3i) Tel: +44 (0)20 7280 5000
Stuart Vincent
Paul Simpson
Dev Tanna
JPMorgan Cazenove (corporate broker to Tel: +44 (0)20 7588 2828
Angus Newco and 3i)
Jonathan Wilcox
Barry Meyers
The Maitland Consultancy (3i PR enquiries) Tel: + 44 (0)20 7379 5151
Angus Maitland
Inspicio plc Tel: +44 (0) 20 7004 2780
Lesley James
Citigroup Global Markets Limited (financial adviser Tel: +44 (0) 20 7986 4000
and broker to Inspicio)
Dimitrios Georgiou
James Ireland
Andrew Chapman (Corporate Broking)
Kaupthing Singer & Friedlander Limited (financial Tel: +44 (0) 20 3205 5000
adviser and Rule 3 adviser to Inspicio)
Benjamin Lee
Cameron Jack
Paul Wedge (Corporate Broking)
Landsbanki (broker to Inspicio) Tel: +44 (0) 20 7426 9000
Rashmi Sinha (Corporate Broking)
Altium (NOMAD to Inspicio) Tel: +44 (0) 20 7484 4040
Nick Tulloch
Brunswick Group LLP (Inspicio public relations) Tel: +44 (0) 20 7404 5959
Chris Blundell
In accordance with Rule 2.10 of the City Code, Inspicio confirms that it has
101,599,193 ordinary shares of 10 pence each in issue.
The International Securities Identification Number (ISIN) for Inspicio's
ordinary shares is GB00B07BZ776.
Appendix A sets out the conditions to the Offer.
Appendices B and C set out further information, including the bases and sources
of information from which the financial and other calculations used in this
announcement have been derived.
Appendix D contains definitions of certain terms used in this summary and the
following announcement.
N M Rothschild & Sons Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for 3i
Investments, the 3i Investors and Angus Newco and no one else in connection with
the Offer and will not be responsible to anyone other than 3i Investments, the
3i Investors and Angus Newco for providing the protections afforded to clients
of N M Rothschild & Sons Limited nor for providing advice in relation to the
Offer, the contents of this announcement, or any transaction or arrangement
referenced herein.
Citigroup Global Markets Limited, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting exclusively for
Inspicio and no one else in connection with the Offer and will not be
responsible to anyone other than Inspicio for providing the protections afforded
to customers of Citigroup Global Markets Limited nor for providing advice in
relation to the Offer, the contents of this announcement, or any transaction or
arrangement referenced herein.
Kaupthing Singer & Friedlander Limited, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting exclusively for
Inspicio and no one else in connection with the Offer and will not be
responsible to anyone other than Inspicio for providing the protections afforded
to customers of Kaupthing Singer & Friedlander Limited nor for providing advice
in relation to the Offer, the contents of this announcement, or any transaction
or arrangement referenced herein.
Landsbanki Securities (UK) Limited, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting exclusively for
Inspicio and no one else in connection with the Offer and will not be
responsible to anyone other than Inspicio for providing the protections afforded
to customers of Landsbanki Securities (UK) Limited nor for providing advice in
relation to the Offer, the contents of this announcement, or any transaction or
arrangement referenced herein.
Altium Capital Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for Inspicio and no
one else in connection with the Offer and will not be responsible to anyone
other than Inspicio for providing the protections afforded to customers of
Altium Capital Limited nor for providing advice in relation to the Offer, the
contents of this announcement, or any transaction or arrangement referenced
herein.
This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to this
announcement or otherwise. The Offer will be made solely by the Offer Document,
when issued, which will contain the full terms and conditions of the Offer,
including details of how the Offer may be accepted.
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 that
which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside the UK.
The distribution of this announcement in jurisdictions other than the UK and the
availability of the Offer to Inspicio Shareholders who are not resident in the
UK may be affected by the laws of relevant jurisdictions. Therefore any persons
who are subject to the laws of any jurisdiction other than the UK or Inspicio
Shareholders who are not resident in the UK will need to inform themselves
about, and observe, any applicable requirements.
Unless otherwise determined by Angus Newco or required by the City Code and
permitted by applicable law and regulation, the Offer is not being, and will not
be, made, directly or indirectly, in or into or by the use of the mails of, or
by any other means or instrumentality (including, without limitation, electronic
mail, facsimile transmission, telex, telephone, internet or other forms of
electronic communication) of interstate or foreign commerce of, or any facility
of a national state or other securities exchange of the United States, Canada,
Australia or any other Restricted Jurisdiction and will not be capable of
acceptance by any such use, means, instrumentality or facility or from within
the United States, Canada, Australia or any other Restricted Jurisdiction.
Accordingly, unless otherwise determined by Angus Newco or required by the City
Code and permitted by applicable law and regulation, copies of this announcement
are not being, and must not be, directly or indirectly, mailed, transmitted or
otherwise forwarded, distributed or sent in, into or from the United States,
Canada, Australia or any other Restricted Jurisdiction and persons receiving
this announcement (including, without limitation, custodians, nominees or
trustees) must not mail or otherwise forward, distribute or send it in, into or
from such jurisdiction. Any person (including, without limitation, any
custodian, nominee or trustee) who would, or otherwise intends to, or who may
have a contractual or legal obligation to, forward this announcement and/or the
Offer Document and/or any other related document to any jurisdiction outside the
United Kingdom should inform themselves of, and observe, any applicable legal or
regulatory requirements of their 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 Inspicio, all "dealings" in any "relevant securities"
of Inspicio (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 London business day following the date
of the relevant transaction. This requirement will continue until the date on
which the Offer becomes, or is declared unconditional as to acceptances, or
otherwise lapses or is 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
Inspicio, 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 Inspicio by Angus Newco or Inspicio, or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London
time) on the London 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 Takeover 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.
Forward-looking Statements
This announcement, including information included or incorporated by reference
in this announcement, may contain "forward-looking statements" concerning Angus
Newco and Inspicio. Generally, the words "will", "may", "should", "continue",
"believes", "expects", "intends", "anticipates" or similar expressions identify
forward-looking statements. The forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
suggested by them. Many of these risks and uncertainties relate to factors that
are beyond the companies' abilities to control or estimate precisely, such as
future market conditions and the behaviours of other market participants, and
therefore they are not guarantees of future performance and undue reliance
should not be placed on such statements which speak only as at the date of this
announcement.
No forward-looking statements have been reviewed by auditors of Angus Newco or
Inspicio. Angus Newco and Inspicio assume no obligation and do not intend to
update these forward-looking statements, except as required pursuant to
applicable law. However, all subsequent oral or written forward looking
statements attributable to Angus Newco or Inspicio or any of their respective
members, directors, officers or employees or any persons acting on their behalf
are expressly qualified in their entirety by the cautionary statement above.
Profit Forecasts
Nothing in this announcement is intended, or is to be construed, as a profit
forecast or to be interpreted to mean that earnings per Inspicio Share for the
current or future financial years, or those of the combined group, will
necessarily match or exceed the historical published earnings per Inspicio
Share.
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
Announcement for Immediate Release
13 December 2007
RECOMMENDED CASH OFFER
by
ANGUS NEWCO LIMITED
(a company backed by the 3i Investors)
for
INSPICIO PLC
1 Introduction
The Directors of Angus Newco and the Independent Directors of Inspicio are
pleased to announce that they have reached agreement on the terms of a
recommended cash offer to be made by Angus Newco for the entire issued and to be
issued share capital of Inspicio, other than any shares held, or which become
held, in treasury by Inspicio.
Angus Newco is a newly-incorporated company which has been formed for the
purpose of making the Offer. Upon completion of the Investment Agreement,
following the Offer having become or been declared unconditional in all
respects, Angus Holdco, of which Angus Newco will be a wholly owned subsidiary,
will be owned by the 3i Investors and 3i (who will own a majority shareholding),
together with the Executive Management Team. The Executive Management Team
includes Mark Silver (Chief Executive) and Richard McBride (Finance Director) of
Inspicio. In addition, Keith Tozzi (Chairman) has agreed to become a strategic
consultant to the business following completion and intends to make a small
investment in Angus Holdco.
2 The Offer
The Offer, which will be subject to the terms and conditions which are set out
below and in Appendix A to this announcement and to the full terms and
conditions to be set out in the Offer Document and, in respect of certificated
Inspicio Shares, in the Form of Acceptance, will be made by Angus Newco on the
following basis:
for each Inspicio Share 225 pence in cash
The Offer will represent a premium of approximately:
* 17.8 per cent. to the Closing Price of 191 pence per Inspicio Share on 11
October 2007, the last business day prior to the commencement of the Offer
Period;
* 33.5 per cent. to the average Closing Price of 168.5 pence per Inspicio
Share for the six month period prior to the commencement of the Offer
Period; and
* 25.0 per cent. to 180 pence per Inspicio Share, the price at which
Inspicio placed 8,888,889 Inspicio Shares on 8 June 2007.
The Offer values the existing issued share capital of Inspicio at approximately
�228.6 million.
The Offer will extend to all Inspicio Shares unconditionally allotted or issued
(including to satisfy the exercise of options granted under the Inspicio Share
Option Schemes and the exercise of the Inspicio Warrants) after the date of this
announcement and before the date the Offer closes (or such earlier date as Angus
Newco may, in accordance with the terms and conditions of the Offer, decide).
The Offer will be conditional, inter alia, upon the approval by Independent
Shareholders of the Resolution at the General Meeting as described in paragraph
8 below. Details of the conditions to the Offer and certain further terms of the
Offer are set out below and in Appendix A to this announcement.
The Inspicio Shares will be acquired by Angus Newco fully paid and free from all
liens, equitable interests, charges, mortgages, encumbrances, rights of
pre-emption and other third party rights or interests of any nature whatsoever
and together with all rights now or hereafter attaching thereto, including all
voting rights and the right to receive and retain in full all dividends and
other distributions (if any) accrued, announced, declared, made or paid on or
after the date of this announcement.
3 Recommendation
All matters relating to the Offer have been considered by the Independent
Directors, comprising Lesley James, Chris Slack and Mark Watts. Mark Silver
(Chief Executive) and Richard McBride (Finance Director) cannot be treated as
independent directors of Inspicio by reason of the fact that they are
participating with Angus Newco in the making of the Offer. Keith Tozzi
(Chairman) also cannot be treated as an independent director due to the new role
that he will play as a strategic consultant to the business following
completion. The Independent Directors are not connected with Angus Newco and
have taken responsibility for considering the Offer on behalf of Inspicio
Shareholders.
Citi and Kaupthing are acting as joint financial advisers to Inspicio. Citi has
an existing relationship with 3i and therefore Kaupthing is acting as the
independent financial adviser to Inspicio for the purposes of providing
independent financial advice to the Independent Directors under Rule 3 of the
City Code.
The Independent Directors, who have been so advised by Kaupthing, consider the
terms of the Offer to be fair and reasonable. In providing its advice to the
Independent Directors, Kaupthing has taken into account the Independent
Directors' commercial assessments.
Accordingly, the Independent Directors unanimously recommend Inspicio
Shareholders to accept the Offer and Independent Shareholders to vote in favour
of the Resolution, as the Independent Directors and their connected parties have
irrevocably undertaken to do in respect of their entire holdings, which in
aggregate amount to 40,000 Inspicio Shares, representing approximately 0.039 per
cent. of the existing issued share capital of Inspicio.
4 Irrevocable undertakings and non-binding letters of intent to accept the Offer
The Independent Directors have given Angus Newco irrevocable undertakings to
accept, or (where applicable) to procure the acceptance of, the Offer, and to
vote, or (where applicable) to procure that the registered holder votes, in
favour of the Resolution in respect of all of their respective beneficial
holdings of Inspicio Shares, amounting, in aggregate, to 40,000 Inspicio Shares,
representing approximately 0.039 per cent. of the existing issued share capital
of Inspicio. These undertakings will continue to be binding even in the event of
a higher competing offer for Inspicio, unless the Offer lapses or is withdrawn.
Members of the Executive Management Team together with Keith Tozzi have given
Angus Newco irrevocable undertakings to accept the Offer in respect of all of
their respective beneficial holdings, amounting, in aggregate, to 971,860
Inspicio Shares, representing approximately 0.96 per cent. of the existing
issued share capital of Inspicio. These undertakings will continue to be binding
even in the event of a higher competing offer for Inspicio, unless the Offer
lapses or is withdrawn.
Angus Newco has also received irrevocable undertakings to accept the Offer in
respect of a further 5,014,444 Inspicio Shares, representing, in aggregate,
approximately a further 4.94 per cent. of Inspicio's existing issued share
capital.
In addition, Angus Newco has received non-binding letters of intent to accept
the Offer in respect of a total of 14,518,508 Inspicio Shares, representing, in
aggregate, approximately a further 14.29 per cent. of Inspicio's existing issued
share capital.
Accordingly, Angus Newco has received, in aggregate, irrevocable undertakings
and non-binding letters of intent to accept the Offer in respect of 20,544,812
Inspicio Shares, representing approximately 20.22 per cent. of the existing
issued share capital of Inspicio.
Further details of the irrevocable undertakings are set out in Appendix C.
5 Background to and reasons for the Offer and future plans for Inspicio
The 3i Investors believe that the acquisition of Inspicio represents an
attractive investment opportunity in the testing and inspection market. Inspicio
has established attractive market positions in its chosen sectors and has the
scope for long-term growth and development.
The 3i Investors recognise the significant achievements of the Executive
Management Team in developing the business. 3i's intention is to support
Inspicio in implementing its existing plans for the business. In addition, the
3i Investors and the Executive Management Team have identified a number of
attractive organic and acquisition growth opportunities which Inspicio could
pursue in order to reinforce its position in the markets in which it operates
and enhance its prospects for further growth. The 3i Investors believe that the
next stage of Inspicio's development would best be achieved in private
ownership, with a long-term supportive shareholder such as 3i, providing
Inspicio with access to capital and the flexibility to allow it to capitalise on
its current position and make acquisitions in the fast-consolidating testing and
inspection sector.
6 Background to and reasons for recommending the Offer
On 12 October 2007 Inspicio announced that it had received approaches from
interested parties regarding a potential offer for Inspicio. Since then, the
Independent Directors and their financial advisers have invited expressions of
interest from both trade and private equity parties. As part of these
discussions, a number of parties were allowed access to due diligence as part of
a competitive process. The Offer being announced today represents the conclusion
of that competitive process.
The Independent Directors believe that the Offer is in the long term interests
of Inspicio and represents a fair cash value for Inspicio Shareholders. The
Independent Directors believe that the strategic objectives and consolidation
aspirations of Inspicio can be better served under private ownership through
improved access to capital and a greater degree of financial flexibility.
Given the involvement of the Executive Management Team and Keith Tozzi in the
Offer, no member of the Executive Management Team who is an Inspicio Director is
deemed to be independent for the purposes of the Offer, nor is Keith Tozzi, and
such members and Keith Tozzi have not taken part in the recommendation by the
Independent Directors in relation to the Offer nor have they expressed their
views or opinions in relation to it.
7 Inducement Fee and non-solicitation agreement
Inspicio has agreed, pursuant to an inducement fee agreement, to pay Angus Newco
an inducement fee of �2,385,000 (plus any recoverable VAT). Such fee shall be
payable if:
(i) the Independent Directors withdraw or adversely modify for whatever reason
the terms of their unanimous recommendation of the Offer and the Offer
subsequently lapses or is withdrawn, having not been declared or become
unconditional in all respects;
(ii) a competing offer for Inspicio is announced under Rule 2.5 of the City Code
or otherwise prior to the Offer lapsing or being withdrawn or being made and
such competing offer becomes or is declared unconditional in all respects or is
otherwise completed or implemented; or
(iii) prior to the Offer being made: (a) a competing offer for Inspicio is
announced (under Rule 2.5 of the City Code or otherwise); (b) the Independent
Directors recommend that competing offer for acceptance to the shareholders of
Inspicio; and (c) Inspicio, with the consent of the Panel, does not make the
Offer.
For these purposes a competing offer means an offer (whether or not on a
pre-conditional basis) scheme of arrangement, merger or similar business
combination, recapitalisation or reverse takeover, in each case of which
Inspicio is the subject, by a person other than Angus Newco or persons who are
associates of or acting in concert with Angus Newco (as defined in the City
Code).
The inducement fee will not be payable if the Offer is declared or becomes
wholly unconditional or if the Offer is withdrawn or lapses in circumstances
where, but for such lapse or withdrawal, the conditions in paragraphs 3, 4 or 5
of Appendix A to this announcement would not have been satisfied or waived
during the period for which the Offer would have been open for acceptances (but
for such lapsing or withdrawal).
Pursuant to Rule 21.2 of the City Code, Kaupthing and Inspicio have confirmed to
the Panel that they consider these arrangements to be in the best interest of
Inspicio Shareholders.
Inspicio has also entered into a non-solicitation agreement (the
"Non-Solicitation Agreement") with Angus Newco, which, subject as stated below,
will remain in force from the date of this announcement until the date on which
the Offer becomes unconditional in all respects, is withdrawn or lapses (the
"Non-Solicitation Period").
Under the terms of the Non-Solicitation Agreement, Inspicio may not, directly or
indirectly, seek, encourage, induce, initiate, invite or solicit negotiations or
discussions with any third party with a view to any person making an independent
competing offer (as defined above).
The terms of the Non-Solicitation Agreement would not prevent Inspicio or its
directors from:
(i) responding to any unsolicited proposal or approach received from a third
party relating to an independent competing offer; or
(ii) entering into, pursuing or concluding negotiations or discussions with a
third party in respect of such unsolicited approach or proposal,
to the extent that, based upon the advice of Inspicio's professional advisers,
Inspicio determines that it would be contrary to the best interests of Inspicio
and its shareholders or would otherwise breach the fiduciary or other duties of
the directors for Inspicio not to respond or engage in such discussions or
negotiations.
The Non-Solicitation Agreement states that, subject to the provisions of the
Code, Inspicio will not agree binding obligations of confidentiality with any
third party relating to confidential information of Inspicio which are
materially less favourable to Inspicio than those contained in the
confidentiality agreement between Angus Newco and Inspicio.
The agreement obliges Inspicio:
(i) to notify Angus Newco promptly of any approach from a third party relating
to an independent competing offer during the Non-Solicitation Period;
(ii) in respect of such approach, only to provide confidential information
relating to Inspicio to the extent that the third party is entitled to it
pursuant to Rule 20.2 of the Code or any other legal or regulatory requirement;
and
(iii) not to offer or agree any break fee (or similar arrangement) with any
other potential offeror.
The Non-Solicitation Period will terminate, and the Non-Solicitation Agreement
will lapse, if the Offer Document is not posted to Inspicio Shareholders within
5 days of the date of the Non-Solicitation Agreement. However if any delay is
caused by Inspicio not complying with certain obligations to assist in the
completion of the Offer Document, that 5 day period will be extended.
The Inducement Fee Arrangement and the Non-Solicitation Agreement also both
state that Inspicio will not be obliged to pay any amount to the extent to
which the Panel determines it would not be permitted by Rule 21.2 of the Code.
8 Management Arrangements
Mark Silver, Richard McBride and other members of the Executive Management Team
have irrevocably undertaken to accept the Offer in respect of the 971,860
Inspicio Shares (having an approximate value of �2.19 million before tax based
on the value of the Offer) owned by them. The Executive Management Team have
also agreed to reinvest approximately �2.25 million of the proceeds of the sale
of Inspicio Shares they currently own or will acquire pursuant to the Inspicio
Share Option Schemes (either directly or through family trusts) in a combination
of Angus Holdco Shares and Angus Holdco PECs. This amount could increase to
approximately �2.75 million depending on circumstances.
It is anticipated that a number of employees of the Inspicio Group who are
Inspicio Shareholders (other than the Executive Management Team) will (if the
Offer becomes or is declared unconditional in all respects) be given the
opportunity to subscribe for and/or receive an allocation of Angus Holdco Shares
and Angus Holdco PECs, including via the new Angus Newco Employee Trust.
Keith Tozzi intends to invest �500,000 in a combination of Angus Holdco
Shares and Angus Holdco PECs on the same terms as the 3i Investors.
Following the Offer becoming or being declared unconditional in all respects and
the subscriptions taking place as described above, it is anticipated that the
Angus Holdco Shares will be held as to 14.51 per cent. by the Executive
Management Team and Keith Tozzi and 6.5 per cent. by Inspicio employees (other
than the Executive Management Team) including the Angus Newco Employee Trust,
and as to 78.99 per cent. by the 3i Investors.
Angus Holdco Shares will not be listed on any stock exchange.
In order to give effect to the Management Arrangements, all of the members of
the Executive Management Team and Keith Tozzi have entered into the
irrevocable undertakings to accept the Offer as described above. The Executive
Management Team has also entered into the Investment Agreement which provides
for cash subscriptions to be made for Angus Holdco Shares and Angus Holdco PECs
as set out above. Further details of the Investment Agreement will be set out in
the Offer Document.
The members of the Executive Management Team will remain with Inspicio if the
Offer becomes or is declared unconditional in all respects. Conditional upon the
Offer becoming or being declared unconditional in all respects, the Executive
Management Team will be entering into variations to their existing service
contracts. Details of these variations will be set out in the Offer Document.
The options over Inspicio Shares held by members of the Executive Management
Team under the Inspicio Share Option Schemes will be treated in the same manner
as all other such options.
Kaupthing considers that the terms of the arrangements between the Angus Newco
Group and the Executive Management Team, Keith Tozzi and those employees of
Inspicio Group who hold Inspicio Shares and who are the intended beneficiaries
of the Angus Newco Employee Trust taken as a whole are fair and reasonable, so
far as the Independent Shareholders are concerned.
The Offer will be conditional on, inter alia, the Independent Shareholders
approving the Management Arrangements, the arrangement with Keith Tozzi and the
Angus Newco Employee Trust. Such approval must, as required by Note 4 on Rule 16
of the City Code, be by an ordinary resolution passed on a poll at a general
meeting (or any adjournment thereof) of Inspicio. Notice of such General Meeting
will be contained in the Offer Document.
9 Information on Angus Newco, 3i and the other 3i Investors
Angus Newco is a newly-incorporated company which has been formed for the
purposes of making the Offer. Upon completion of the Investment Agreement
following the Offer having become or been declared unconditional in all
respects, Angus Holdco, of which Angus Newco is a wholly-owned subsidiary, will
be owned by the 3i Investors (who will own a majority shareholding),
together with the Executive Management Team. The Executive Management Team
includes Mark Silver (Chief Executive) and Richard McBride (Finance Director) of
Inspicio. In addition, Keith Tozzi (Chairman) has agreed to be a strategic
consultant to the business following completion and intends to make a small
investment in Angus Holdco.
Angus Newco has not traded since its date of incorporation nor has it entered
into any obligations other than in connection with the Offer and the financing
of the Offer. The directors of Angus Newco are Mark Silver, Richard McBride and
Alan Giddins.
The 3i Investors comprise 3i, the 3i Funds, 3i Pan European Buyouts 2006-08
A LP, 3i Pan European Buyouts 2006-08 B LP, 3i Pan European Buyouts 2006-08
C LP, 3i Parallel Ventures LP, Pan European Buyouts Co-Invest 2006-08 LP,
Pan European Buyouts (Nordic) Co-Invest 2006-08 LP and Pan European Buyouts
(Dutch) A Co-Invest 2006-08 LP. The 3i Investors will invest in the following
proportions:
3i Investor %
3i Pan European Buyouts 2006-08 A LP 44.37
3i Pan European Buyouts 2006-08 B LP 3.37
3i Pan European Buyouts 2006-08 C LP 7.31
Pan European Buyouts Co-Invest 2006-08 LP 0.77
3i Group plc 0.09
Pan European Buyouts (Nordic) Co-Invest 2006-08 LP 0.09
Pan European Buyouts (Dutch) A Co-Invest 2006-08 LP 0.05
3i Europartners Va LP 18.00
3i Europartners Vb LP 19.95
3i Parallel Ventures LP 6.00
-----------
Total 100.00
-----------
3i is a world leader in private equity and venture capital and invests across
Europe, the United States and Asia. 3i was established in 1945, listing on the
London Stock Exchange in 1994. It is a constituent of the FTSE 100 index. 3i
manages over �8.2 billion of assets (as at 30 September 2007) comprising its own
balance sheet of around �5.1 billion and private equity limited partnerships of
�2.5 billion, invested alongside 3i and quoted Infrastructure and quoted private
equity investment companies of �0.6 billion (excluding 3i's own participation in
these vehicles). Recent investments made by 3i within the testing and inspection
sector include Group Carso (leading French food testing business), Sampletest
(Spanish lab-based clinical analysis business) and Inspecta (Finnish testing and
inspection business).
Other than 3i, the 3i Investors are English limited partnerships managed by 3i
Investments, which is a wholly-owned subsidiary of 3i and is regulated by the
Financial Services Authority. Other than 3i, the 3i Funds and 3i Parallel
Ventures LP, the 3i Investors are vehicles established by 3i to provide carried
interest or co-investment opportunities for certain 3i executives (both current
employees and former employees), subject to specific conditions. 3i Pan European
Buyouts 2006-08A LP, 3i Pan European Buyouts 2006-08B LP and 3i Pan European
Buyouts 2006-08C LP are substantially funded by 3i. 3i invests for itself. Pan
European Buyouts Co-Invest 2006-08 LP, Pan European Buyouts (Nordic) Co-Invest
2006-08 LP and Pan European Buyouts (Dutch) A Co-Invest 2006-08 LP are funded
by 3i and certain 3i executives (both current and former employees). The
investors in the 3i Funds and 3i Parallel Ventures LP comprise UK and overseas
institutional investors, such as insurance companies and pension funds or their
investment vehicles.
10 Financing of the Offer
Angus Newco will fund the cash consideration payable under the terms of the
Offer using a mixture of debt and equity.
Approximately �167.4 million of equity will be provided by the 3i
Investors through the subscription for Angus Holdco Shares, Angus Holdco
Convertible Bonds and Angus Holdco PECs all issued by Angus Holdco which will
be the ultimate parent and 100 per cent. owner of Angus Newco.
The debt funding required to finance the Offer will be made available by way of:
* senior credit facilities between, amongst others, Angus Newco, Barclays
Leveraged Finance and Societe Generale, London Branch as mandated lead
arrangers, Barclays Bank PLC and Societe Generale, London Branch as original
lenders and Barclays Bank PLC as agent and security trustee; and
* a mezzanine credit facility between, amongst others, Angus Newco,
Barclays Leveraged Finance and Societe Generale, London Branch as mandated
lead arrangers, Barclays Bank PLC and Societe Generale, London Branch as
original lenders and Barclays Bank PLC as agent and security trustee,
(together being the "Credit Facilities").
The Credit Facilities provide committed and underwritten funds totalling
�220,000,000 including working capital and acquisition facilities of
�55,000,000. These facilities will be used, among other things, to finance the
Offer, to refinance certain existing indebtedness of Inspicio and to pay
transaction expenses, as well as to provide ongoing working capital and capital
expenditure investment funding for Inspicio.
The original lenders of the Credit Facilities have committed to provide the
financing to be provided under the Credit Facilities pursuant initially to an
interim loan agreement between themselves and Angus Newco with the intention
that such interim loan agreement is replaced with documentation implementing the
Credit Facilities prior to the Unconditional Date.
Under the Credit Facilities (and currently under the interim arrangements),
Angus Newco would require the approval of the lenders under the Credit
Facilities if it wished to declare the Offer unconditional as to acceptances if
at the relevant time valid acceptances received, combined with Inspicio Shares
otherwise acquired by Angus Newco after the making of the Offer, amount to less
than 75 per cent. of the fully-diluted share capital of Inspicio.
Completion of the Offer would result in a maximum cash consideration of
approximately �248 million being payable by Angus Newco to Inspicio
Shareholders, assuming full acceptance of the Offer and exercise in full of all
the Inspicio Warrants and all outstanding Inspicio Share Options (in respect of
which the exercise price is less than 225 pence per Inspicio Share). Rothschild
is satisfied that sufficient cash resources are available to Angus Newco to
satisfy the cash consideration due under the Offer in full.
Further information on the financing of the Offer will be described in more
detail in the Offer Document.
11 Information on Inspicio
Shares in Inspicio were admitted to trading on AIM in April 2005. Inspicio was,
at the time, a newly incorporated company and had been established to acquire
and manage market leading organisations in testing, inspection and performance
conformity markets in the UK and internationally. Since admission, Inspicio has
made four major acquisitions: Inspectorate Limited, a global leader in the
testing and inspection of traded commodities; Environmental Services Group
Limited, a leading provider of environmental testing services; Eclipse
Scientific Group Limited, one of the UK's leading food, drink, chemistry and
microbiology testing business; and Scientifics Limited, one of the UK's leading
independent analytical testing and consultancy businesses. Inspicio now has over
6,500 employees and operates in or provides services into, over 125 countries.
On 21 September 2007, Inspicio announced its unaudited results for the six
months ended 30 June 2007 showing turnover of �100.7 million (six months ended
30 June 2006: �67.8 million, as restated under IFRS) and profit before tax of
�3.1 million (six months ended 30 June 2006: �1.7 million, as restated under
IFRS). In announcing these results, Inspicio stated that it had "made excellent
progress in the first half of the year with Inspectorate in particular
achieving almost 20 per cent. organic growth. We acquired Scientifics in June
2007 and believe it is an excellent fit with Inspicio, taking us into new growth
markets such as Air and Emissions and Nuclear Decommissioning testing. This
acquisition is another step in our ongoing strategy to consolidate the
fragmented inspection and testing industry. The fundamental drivers of the
business remain strong and we are positive on the outlook for the Group in
2007".
As reported under UK GAAP, for the year ended 31 December 2006, the turnover of
Inspicio was �161.9 million (38 weeks ended 31 December 2005: �26.2 million) and
profit before tax was �0.5 million (38 weeks ended 31 December 2005: �4.5
million loss). The net assets of Inspicio as at 31 December 2006 were �77.1
million (2005: �50.5 million).
12 Directors, management and employees
Angus Newco recognises the skills, technical ability and experience of the
existing management and employees of the Inspicio Group. The Angus Newco Board
has given assurances to the Independent Directors that, if the Offer becomes or
is declared unconditional in all respects, the existing employment rights,
including pension rights, of all management and employees of the Inspicio Group
will be safeguarded. Angus Newco has confirmed that its plans for Inspicio do
not involve any immediate change in the conditions of employment of Inspicio
employees or location of Inspicio Group's places of business.
The Independent Directors welcome the assurances received from Angus Newco
above as they are, in the view of the Independent Directors, in the interests
of the Inspicio Group and its employees.
The Independent Directors intend to resign from the Inspicio Board shortly after
the Offer becomes or is declared unconditional in all respects and agree to
waive entitlements against Inspicio except for payments and benefits to which
they are entitled under the terms of their letters of appointment and bonuses
equal to one year's fees in recognition of additional time and effort incurred
in connection with the Offer. Further details of these arrangements will be set
out in the Offer Document.
Keith Tozzi will remain with the business as a strategic consultant for one year
following completion. In addition, Mark Silver and Richard McBride will remain
with the business as directors of Inspicio. Their respective terms of employment
will be amended upon the Offer becoming or being declared unconditional in all
respects. Further details will be set out in the Offer Document.
Further details of the arrangements involving the Executive Management Team are
set out in paragraph 8 above and will be set out fully in the Offer Document.
13 Inspicio Share Option Schemes
The Offer will extend to any Inspicio Shares which are issued or unconditionally
allotted and fully paid while the Offer remains open for acceptance (or, subject
to the Code, by such earlier date as Angus Newco may decide), including any such
Inspicio Shares allotted or issued pursuant to the exercise of Inspicio Share
Options. By the date on which the Offer becomes or is declared wholly
unconditional, the Inspicio Share Options will be exercisable regardless of
performance conditions, which will cease to apply.
Angus Newco will make appropriate proposals to Inspicio Option Holders in due
course.
14 Inspicio Warrants
The Offer will extend to any Inspicio Shares which are issued or unconditionally
allotted and fully paid while the Offer remains open for acceptance (or, subject
to the Code, by such earlier date as Angus Newco may decide), including any such
Inspicio Shares allotted or issued pursuant to the exercise of Inspicio
Warrants.
The Inspicio Warrants are exercisable within six weeks of the Offer being
declared or becoming unconditional in all respects. Angus Newco will make
appropriate proposals to the holder of the Inspicio Warrants in due course.
15 Disclosure of interests in Inspicio Shares
Save as set out in Appendix B, neither Angus Newco, nor (so far as Angus Newco
is aware) any person acting, or deemed to be acting, in concert with Angus Newco
for the purposes of the Offer has:
(i) an interest in, or a right to subscribe for, Inspicio Shares or in any
securities convertible or exchangeable into Inspicio Shares ("Relevant Inspicio
Securities");
(ii) any short position in Relevant Inspicio Securities (whether conditional or
absolute and whether in the money or otherwise), including any short position
under a derivative, any agreement to sell or any delivery obligation or right to
require another person to purchase or take delivery; or
(iii) borrowed or lent any Relevant Inspicio Securities (except for any borrowed
Inspicio Shares which have been either on-lent or sold) or has any arrangement
in relation to Relevant Inspicio Securities.
For these purposes, "arrangement" includes indemnity or option arrangements and
any agreement or understanding, formal or informal, of whatever nature, relating
to Relevant Inspicio Securities which may be an inducement to deal or refrain
from dealing in such securities. In the interests of secrecy prior to this
announcement, Angus Newco has not made any enquiries in this respect of certain
parties which are or may be deemed to be acting in concert with it for the
purposes of the Offer (including Rothschild). If such enquiries, which are now
being made, reveal any relevant additional interests, the same will be discussed
with the Panel and, if appropriate, will be disclosed to Inspicio Shareholders.
16 Cancellation of admission to trading on AIM and compulsory acquisition
If Angus Newco receives acceptances under the Offer in respect of, and/or
otherwise acquires, 90 per cent. or more of the Inspicio Shares by nominal value
and voting rights attaching to such shares to which the Offer relates, Angus
Newco intends to exercise its rights pursuant to the provisions of Chapter 3 of
Part 28 of the Companies Act 2006 to squeeze out the remaining Inspicio Shares.
Assuming the Offer becomes or is declared unconditional in all respects, Angus
Newco intends to procure the making of an application by Inspicio to AIM for the
cancellation of the admission of the Inspicio Shares to AIM. If this
cancellation occurs, it will significantly reduce the liquidity and
marketability of Inspicio Shares held by Inspicio Shareholders who have not
assented to the Offer. It is anticipated that the cancellation of the admission
of Inspicio Shares to AIM will take effect no earlier than the expiry of 20
business days after the Offer becomes or is declared unconditional in all
respects.
It is further proposed that, following the Offer becoming or being declared
unconditional in all respects, and, after the cancellation of admission of
Inspicio Shares to AIM, Angus Newco will seek to re-register Inspicio as a
private limited company.
17 Anticipated timetable
Angus Newco anticipates that it will dispatch the Offer Document to Inspicio
Shareholders and, for information only, to Inspicio Option Holders and the
Inspicio Warrant holder later today.
18 General
Save as set out in paragraph 10, there are no agreements or arrangements to
which Angus Newco is a party which relate to the circumstances in which it may
or may not invoke or seek to invoke a condition to the Offer.
Your attention is drawn to the further information contained in the Appendices
which form part of this announcement.
The conditions to the Offer and a summary of further terms in relation to the
Offer set out in Appendix A to this announcement form part of, and should be
read in conjunction with, this announcement.
Appendices B and C to this announcement set out further information, including
the bases and sources of information from which the financial and other
calculations used in this announcement have been derived.
Appendix D to this announcement contains definitions of certain terms used in
this announcement.
In accordance with Rule 2.10 of the City Code, Inspicio confirms that it has
101,599,193 ordinary shares of 10 pence each in issue.
The International Securities Identification Number (ISIN) for Inspicio's
ordinary shares is GB00B07BZ776.
The Offer will be subject to the applicable requirements of the City Code.
This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities.
Enquiries:
Angus Newco Limited / 3i Investments plc Tel: +44 (0)20 7975 3130
Alan Giddins
David Holligon
Rothschild (financial adviser to Angus Newco and 3i) Tel: +44 (0)20 7280 5000
Stuart Vincent
Paul Simpson
Dev Tanna
JPMorgan Cazenove (corporate broker to Angus Newco) Tel: +44 (0)20 7588 2828
Jonathan Wilcox
Barry Meyers
The Maitland Consultancy (3i PR enquiries) Tel: + 44 (0)20 7379 5151
Angus Maitland
Inspicio plc Tel: +44 (0) 20 7004 2780
Lesley James
Citigroup Global Markets Limited (financial adviser Tel: +44 (0) 20 7986 4000
and broker to Inspicio)
Dimitrios Georgiou
James Ireland
Andrew Chapman (Corporate Broking)
Kaupthing Singer & Friedlander Limited (financial Tel: +44 (0) 20 3205 5000
adviser and Rule 3 adviser to Inspicio)
Benjamin Lee
Cameron Jack
Paul Wedge (Corporate Broking)
Landsbanki (broker to Inspicio) Tel: +44 (0) 20 7426 9000
Rashmi Sinha (Corporate Broking)
Altium (NOMAD to Inspicio) Tel: +44 (0) 20 7484 4040
Nick Tulloch
Brunswick Group LLP (Inspicio public relations) Tel: +44 (0) 20 7404 5959
Chris Blundell
N M Rothschild & Sons Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for 3i
Investments, the 3i Investors and Angus Newco and no one else in connection with
the Offer and will not be responsible to anyone other than 3i Investments, the
3i Investors and Angus Newco for providing the protections afforded to clients
of N M Rothschild & Sons Limited nor for providing advice in relation to the
Offer, the contents of this announcement, or any transaction or arrangement
referenced herein.
Citigroup Global Markets Limited, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting exclusively for
Inspicio and no one else in connection with the Offer and will not be
responsible to anyone other than Inspicio for providing the protections afforded
to customers of Citigroup Global Markets Limited nor for providing advice in
relation to the Offer, the contents of this announcement, or any transaction or
arrangement referenced herein.
Kaupthing Singer & Friedlander Limited, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting exclusively for
Inspicio and no one else in connection with the Offer and will not be
responsible to anyone other than Inspicio for providing the protections afforded
to customers of Kaupthing Singer & Friedlander Limited nor for providing advice
in relation to the Offer, the contents of this announcement, or any transaction
or arrangement referenced herein.
Landsbanki Securities (UK) Limited, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting exclusively for
Inspicio and no one else in connection with the Offer and will not be
responsible to anyone other than Inspicio for providing the protections afforded
to customers of Landsbanki Securities (UK) Limited nor for providing advice in
relation to the Offer, the contents of this announcement, or any transaction or
arrangement referenced herein.
Altium Capital Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for Inspicio and no
one else in connection with the Offer and will not be responsible to anyone
other than Inspicio for providing the protections afforded to customers of
Altium Capital Limited nor for providing advice in relation to the Offer, the
contents of this announcement, or any transaction or arrangement referenced
herein.
This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities pursuant to
this announcement or otherwise. The Offer will be made solely by the Offer
Document, when issued, which will contain the full terms and conditions of the
Offer, including details of how the Offer may be accepted.
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 that
which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside the UK.
The distribution of this announcement in jurisdictions other than the UK and the
availability of the Offer to Inspicio Shareholders who are not resident in the
UK may be affected by the laws of relevant jurisdictions. Therefore any persons
who are subject to the laws of any jurisdiction other than the UK or Inspicio
Shareholders who are not resident in the UK will need to inform themselves
about, and observe, any applicable requirements.
Unless otherwise determined by Angus Newco or required by the City Code and
permitted by applicable law and regulation, the Offer is not being, and will not
be, made, directly or indirectly, in or into or by the use of the mails of, or
by any other means or instrumentality (including, without limitation, electronic
mail, facsimile transmission, telex, telephone, internet or other forms of
electronic communication) of interstate or foreign commerce of, or any facility
of a national state or other securities exchange of the United States, Canada,
Australia or any other Restricted Jurisdiction and will not be capable of
acceptance by any such use, means, instrumentality or facility or from within
the United States, Canada, Australia or any other Restricted Jurisdiction.
Accordingly, unless otherwise determined by Angus Newco or required by the City
Code and permitted by applicable law and regulation, copies of this announcement
are not being, and must not be, directly or indirectly, mailed, transmitted or
otherwise forwarded, distributed or sent in, into or from the United States,
Canada, Australia or any other Restricted Jurisdiction and persons receiving
this announcement (including, without limitation, custodians, nominees or
trustees) must not mail or otherwise forward, distribute or send it in, into or
from such jurisdiction. Any person (including, without limitation, any
custodian, nominee or trustee) who would, or otherwise intends to, or who may
have a contractual or legal obligation to, forward this announcement and/or the
Offer Document and/or any other related document to any jurisdiction outside the
United Kingdom should inform themselves of, and observe, any applicable legal or
regulatory requirements of their 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 Inspicio, all "dealings" in any "relevant securities"
of Inspicio (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 London business day following the date
of the relevant transaction. This requirement will continue until the date on
which the Offer becomes, or is declared unconditional as to acceptances, or
otherwise lapses or is 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
Inspicio, 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 Inspicio by Angus Newco or Inspicio, or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London
time) on the London 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 Takeover 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.
Forward-looking Statements
This announcement, including information included or incorporated by reference
in this announcement, may contain "forward looking statements" concerning Angus
Newco and Inspicio. Generally, the words "will", "may", "should", "continue",
"believes", "expects", "intends", "anticipates" or similar expressions identify
forward looking statements. The forward looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
suggested by them. Many of these risks and uncertainties relate to factors that
are beyond the companies' abilities to control or estimate precisely, such as
future market conditions and the behaviours of other market participants, and
therefore they are not guarantees of future performance and undue reliance
should not be placed on such statements which speak only as at the date of this
announcement.
No forward-looking statements have been received by auditors of Angus Newco or
Inspicio. Angus Newco and Inspicio assume no obligation and do not intend to
update these forward looking statements, except as required pursuant to
applicable law. However, all subsequent oral or written forward looking
statements attributable to Angus Newco or Inspicio or any of their respective
members, directors, officers or employees or any persons acting on their behalf
are expressly qualified in their entirety by the cautionary statement above.
Profit Forecasts
Nothing in this announcement is intended, or is to be construed, as a profit
forecast or to be interpreted to mean that earnings per Inspicio Share for the
current or future financial years, or those of the combined group, will
necessarily match or exceed the historical published earnings per Inspicio
Share.
Appendix A: Conditions of the Offer
Part I: Conditions of the Offer
The Offer will be subject to the following conditions:
Acceptances
1. valid acceptances being received (and not, where permitted, withdrawn)
by not later than 1.00 p.m. (London time) on the First Closing Date
(or such later time(s) and/or date(s) as Angus Newco may, subject to the rules
of the City Code or with the consent of the Panel, decide) in respect of not
less than 90 per cent. (or such lower percentage as Angus Newco may decide) of
the Inspicio Shares to which the Offer relates and of the voting rights attached
to those shares, provided that this condition will not be satisfied unless Angus
Newco (together with its wholly-owned subsidiaries) shall have acquired or
agreed to acquire (whether pursuant to the Offer or otherwise) Inspicio Shares
carrying in aggregate more than 50 per cent. of the voting rights then normally
exercisable at a general meeting of Inspicio, including for this purpose (except
to the extent otherwise agreed by the Panel) any such voting rights attaching to
Inspicio Shares that are unconditionally allotted or issued before the Offer
becomes or is declared unconditional as to acceptances, whether pursuant to the
exercise of any outstanding conversion or subscription rights or otherwise.
For the purposes of this condition:
(i) Inspicio Shares which have been unconditionally allotted shall be deemed to
carry the voting rights they will carry upon issue; and
(ii) the expression "Inspicio Shares to which the Offer relates" shall be
construed in accordance with Chapter 3 of Part 28 of the Companies Act 2006;
Management Arrangements
2. the passing at a general meeting of Inspicio (or any adjournment thereof)
of the resolution to be set out in a notice of general meeting of Inspicio
appearing in the Offer Document approving certain arrangements relating to the
Executive Management Team, Keith Tozzi and the Angus Newco Employee Trust, or
of such other resolution or resolutions as may be required by the Panel to
approve those arrangements;
Antitrust approvals
3. the Irish Competition Authority having informed Angus Newco or any member of
the Wider Angus Newco Group pursuant to the Irish Competition Acts 2002
and 2006 that the Offer (including, without limitation, its implementation and
financing) and the acquisition or the proposed acquisition of any shares or
other securities in, or control of, Inspicio by any member of the Wider Angus
Newco Group may be put into effect (any conditions being satisfactory to Angus
Newco acting reasonably); or the expiry of one month from the date of submission
of the required filing with the Irish Competition Authority, provided the Irish
Competition Authority has neither formally requested further information nor
referred the Offer (including, without limitation, its implementation and
financing) and the acquisition or the proposed acquisition of any shares or
other securities in, or control of, Inspicio by any member of the Wider Angus
Newco Group to a Phase II investigation during this one month period;
4. all necessary notifications and filings having been made and all applicable
waiting periods (including any extensions thereof) under the United States
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) and the
regulations made thereunder having expired, lapsed or been terminated as
appropriate in each case in respect of the Offer (including, without limitation,
to its implementation and financing) and the acquisition or the proposed
acquisition of any shares or other securities in, or control of, Inspicio by any
member of the Wider Angus Newco Group;
5. if deemed by Angus Newco acting reasonably to be reasonably necessary or
appropriate, in connection with the Offer, all antitrust notifications, filings
or applications and all antitrust waiting periods (including any extensions
thereof) under any applicable legislation or regulation of any jurisdiction
having expired, lapsed or been terminated (as appropriate) and all statutory
and regulatory antitrust obligations in any jurisdiction having been complied
with and all antitrust Authorisations having been obtained in terms and in a
form satisfactory to Angus Newco, acting reasonably; and all such antitrust
Authorisations remaining in full force and effect at the time at which the
Offer becomes otherwise unconditional and there being no notice or intimation
of an intention to revoke, suspend, restrict, modify or not to renew such
antitrust Authorisations;
Regulatory intervention
6. no government or governmental, quasi governmental, supranational, statutory,
regulatory, environmental, administrative, fiscal or investigative body, court,
trade agency, association, institution or any other body or person whatsoever
in any jurisdiction (each a "Third Party") having decided to take, institute,
implement or threaten any action, proceeding, suit, investigation, enquiry or
reference, or having required any action to be taken or otherwise having done
anything or having enacted, made or proposed any statute, regulation, decision,
order or change to published practice and there not continuing to be outstanding
any statute, regulation, decision or order which would or might reasonably be
expected to:
(i) make the Offer, its implementation or the acquisition or proposed
acquisition of any shares or other securities in, or control of, Inspicio by any
member of the Wider Angus Newco Group void, illegal and/or unenforceable under
the laws of any jurisdiction, or otherwise directly or indirectly prohibit, or
restrain, restrict, delay or otherwise interfere with the implementation of, or
impose material additional conditions or obligations with respect to, or
otherwise require amendment of the Offer or the acquisition of any such shares
or securities by any member of the Wider Angus Newco Group;
(ii) require, prevent or materially delay the divestiture or materially alter
the terms envisaged for such divestiture by any member of the Wider Angus Newco
Group or by any member of the Wider Inspicio Group of all or any part of its
businesses, assets or property or impose any limitation on the ability of any of
them to conduct their businesses (or any part thereof) or to own any of their
assets or properties (or any part thereof) to an extent which is material in the
context of the Inspicio Group taken as a whole or the Angus Newco Group taken as
a whole (as the case may be);
(iii) impose any limitation on, or result in a material delay in, the ability of
any member of the Wider Angus Newco Group directly or indirectly to acquire or
hold or to exercise effectively all or any rights of ownership in respect of
shares or other securities in Inspicio or on the ability of any member of the
Wider Inspicio Group or any member of the Wider Angus Newco Group directly or
indirectly to hold or exercise effectively any rights of ownership in respect of
shares or other securities (or the equivalent) in, or to exercise management
control over, any member of the Wider Inspicio Group;
(iv) require any member of the Wider Angus Newco Group or the Wider Inspicio
Group to acquire or offer to acquire any shares, other securities (or the
equivalent) or interest in any member of the Wider Inspicio Group or any asset
owned by any third party (other than in the implementation of the Offer);
(v) require, prevent or materially delay a divestiture by any member of the
Wider Angus Newco Group of any shares or other securities (or the equivalent) in
Inspicio;
(vi) result in any member of the Wider Inspicio Group ceasing to be able to
carry on business under any name under which it presently carries on business;
(vii) impose any material limitation on the ability of any member of the Wider
Angus Newco Group or any member of the Wider Inspicio Group to integrate or co
ordinate all or any part of its business with all or any part of the business of
any other member of the Wider Angus Newco Group and/or the Wider Inspicio Group;
or
(viii) otherwise adversely affect the business, assets, profits or prospects of
any member of the Wider Inspicio Group or any member of the Wider Angus Newco
Group in a manner which is adverse to and material in the context of the
Inspicio Group taken as a whole or of the obligations of any members of the
Angus Newco Group taken as a whole in connection with the Offer,
and all applicable waiting and other time periods during which any such Third
Party could decide to take, institute, implement or threaten any such action,
proceeding, suit, investigation, enquiry or reference or take any other step
under the laws of any jurisdiction in respect of the Offer or the acquisition or
proposed acquisition of any Inspicio Shares or otherwise intervene having
expired, lapsed, or been terminated;
Consequences of the Offer
7. save as Disclosed, there being no provision of any agreement, arrangement,
licence, permit, lease or other instrument which, in consequence of the making
or implementation of the Offer or the acquisition or proposed acquisition by
Angus Newco of any Inspicio Shares, provides for or will or may reasonably be
expected to result in, any of the following, in each case to an extent which is
material in the context of the Wider Inspicio Group taken as a whole:
(i) any assets or interests of, or any asset the use of which is enjoyed by, any
member of the Wider Inspicio Group being or falling to be disposed of or charged
or any right arising under which any such asset or interest could be required to
be disposed of or charged or could cease to be available to any member of the
Wider Inspicio Group;
(ii) any monies borrowed by, or other indebtedness, (actual or contingent) of,
or any grant available to, any member of the Wider Inspicio Group being or
becoming repayable, or capable of being declared repayable, immediately or
earlier than its or their stated repayment date or maturity date, or the ability
of any such member to borrow monies or incur any indebtedness being withdrawn,
inhibited or prohibited or being capable of becoming or being withdrawn or
inhibited;
(iii) the rights, liabilities, obligations, business or interests of any member
of the Wider Inspicio Group or any member of the Wider Angus Newco Group under
any such arrangement, agreement, licence, permit, lease or instrument being
terminated or adversely modified or affected or any onerous obligation or
liability arising or any adverse action being taken thereunder;
(iv) the financial or trading position or prospects of, or the value of, any
member of the Wider Inspicio Group being prejudiced or adversely affected;
(v) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or assets of any
member of the Wider Inspicio Group;
(vi) the creation of any liability (actual or contingent) by any member of the
Wider Inspicio Group other than trade creditors in the ordinary course of
business;
(vii) any liability of any member of the Wider Inspicio Group to make any
severance, termination, bonus or other payments to any of its directors or other
officers;
(viii) the Offer, its implementation or the acquisition or proposed acquisition
of any shares or other securities in, or control of, Inspicio by any member of
the Wider Angus Newco Group being or becoming void, illegal and/or unenforceable
under the laws of any jurisdiction, or would otherwise directly or indirectly
prohibit, or restrain, restrict, delay or otherwise interfere with the
implementation of, or impose additional material conditions or obligations with
respect to, or otherwise challenge or require amendment of the Offer or the
acquisition of any such shares or securities by any member of the Wider Angus
Newco Group;
(ix) the imposition of any limitation on, or material delay in, the ability of
any member of the Wider Angus Newco Group directly or indirectly to acquire or
hold or to exercise effectively all or any rights of ownership in respect of
shares or other securities in Inspicio or on the ability of any member of the
Wider Inspicio Group or any member of the Wider Angus Newco Group directly or
indirectly to hold or exercise effectively any rights of ownership in respect of
shares or other securities (or the equivalent) in, or to exercise management
control over, any member of the Wider Inspicio Group;
(x) a divestiture by any member of the Wider Angus Newco Group of any shares or
other securities (or the equivalent) in Inspicio being required, prevented or
materially delayed;
(xi) the imposition of any material limitation on the ability of any member of
the Wider Angus Newco Group or any member of the Wider Inspicio Group to
integrate or co-ordinate all or any part of its business with all or any part of
the business of any other member of the Wider Angus Newco Group and/or the Wider
Inspicio Group; or
(xii) the ability of any member of the Wider Inspicio Group to carry on its
business as currently carried on being adversely affected;
Other events
8. save as Disclosed, since 31 December 2006, no member of the Wider Inspicio
Group having:
(i) issued or agreed to issue or authorised or proposed the issue or grant of
additional shares of any class, or securities or securities convertible into, or
exchangeable for, or rights, warrants or options to subscribe for or acquire,
any such shares or convertible securities (save, where relevant, as between
Inspicio and wholly-owned subsidiaries of Inspicio and save for the issue of
Inspicio Shares on the exercise of Inspicio Share Options granted before the
date of this announcement and the Inspicio Warrants);
(ii) redeemed, purchased, repaid or reduced or agreed to or announced any
proposal to purchase, redeem, repay or reduce any of its own shares or other
securities or, save in respect of the matters mentioned in sub-paragraph (i)
above, made any other change to any part of its share capital; or
(iii) approved, recommended, declared, paid or made or proposed to recommend,
declare, pay or make any dividend, bonus or other distribution proposed (whether
payable in cash or otherwise) other than to Inspicio or any wholly-owned
subsidiary of Inspicio;
(iv) save for transactions between Inspicio and its wholly-owned subsidiaries,
merged with (by statutory merger or otherwise) or demerged from or acquired by
any body corporate, partnership or business or acquired or disposed of, or
transferred, mortgaged or charged, or created or granted any security interest
over, any material assets or any right, title or interest in any material asset
(including shares and trade investments) or authorised, proposed, announced any
intention or agreed to do so;
(v) issued, authorised or proposed the issue of any debentures or (save as
between Inspicio and its wholly-owned subsidiaries or between such wholly-owned
subsidiaries) incurred or, save in the ordinary course of business, increased
any borrowings or indebtedness or become subject to any liability (actual or
contingent) to an extent which is material in the context of the Wider Inspicio
Group taken as a whole;
(vi) entered into or varied or authorised, proposed or announced its intention
to enter into or vary any material transaction, arrangement, contract or
commitment (whether in respect of capital expenditure or otherwise) (otherwise
than in the ordinary course of business) which is of a long term, onerous or
unusual nature or which is or which involves or could involve an obligation of a
nature or magnitude which is reasonably likely to be materially restrictive on
the business of any member of the Wider Inspicio Group;
(vii) entered into, implemented or effected, or authorised, proposed or
announced its intention to enter into, implement or effect any merger, demerger,
reconstruction, amalgamation, composition, assignment, commitment scheme, or
other similar commitment or other transaction or arrangement (other than the
Offer) otherwise than in the ordinary course of business;
(viii) waived or compromised any claim to an extent which is material in the
context of the Wider Inspicio Group taken as a whole;
(ix) entered into or varied or made any offer (which remains open for
acceptance) to enter into or vary the terms of any contract with any of the
directors or senior executives of Inspicio or any of the directors or senior
executives of any other member of the Wider Inspicio Group;
(x) taken or proposed any steps, corporate action or had any legal proceedings
instituted or threatened against it in relation to the suspension of payments, a
moratorium of any indebtedness, its winding-up (voluntary or otherwise),
dissolution, reorganisation or for the appointment of any receiver,
administrator, administrative receiver, manager, trustee or similar officer of
all or any of its assets or revenues or any analogous proceedings in any
jurisdiction or appointed any analogous person or had any such person appointed
in any jurisdiction;
(xi) been unable, or admitted in writing that it is unable, to pay its debts or
commenced negotiations with one or more of its creditors with a view to
rescheduling or restructuring any of its indebtedness, or having stopped or
suspended (or threatened to stop or suspend) payment of its debts generally or
ceased or threatened to cease carrying on all or a substantial part of its
business;
(xii) made any alteration to its memorandum or articles of association or other
incorporation documents;
(xiii) the trustees of the relevant pension scheme having;
(A) made or agreed or consented to any change to the terms of the trust deeds
constituting the pension schemes established for its directors, employees or
their dependants or the benefits which accrue;
(B) made or agreed or consented to any change to the pensions which are payable
under them;
(C) made or agreed or consented to any change to the basis on which
qualification for, or accrual or entitlement to such benefits or pensions are
calculated or determined;
(D) made or agreed or consented to any change to the basis upon which the
liabilities (including pensions) of such pension schemes are funded or made or
valued;
(E) agreed or consented to any change to the trustees or trustee directors of
such pension schemes; or
(F) carried out any act which may lead to the commencement of the winding up of
the scheme or which could give rise directly or indirectly to a liability
arising out of the operation of sections 38 to 56 inclusive of the Pensions Act
2004 in relation to such pension schemes,
(xiv) proposed, agreed to provide or modified the terms of any share option
scheme or incentive scheme, or other benefit relating to the employment or
termination of employment of any employee of the Wider Inspicio Group;
(xvi) entered into any agreement, arrangement, commitment or contract or passed
any resolution or made any offer (which remains open for acceptance) with
respect to or announced an intention to, or to propose to, effect any of the
transactions, matters or events referred to in this condition;
9. since 31 December 2006, and save as Disclosed:
(i) no litigation, arbitration proceedings, prosecution, investigation, enquiry,
complaint, or other legal proceedings or reference to any relevant person having
been announced, instituted, threatened or remaining outstanding by, against or
in respect of, any member of the Wider Inspicio Group or to which any member of
the Wider Inspicio Group is or is reasonably likely to become a party (whether
as claimant, defendant or otherwise) and no enquiry or investigation by, or
complaint or reference to, any third party against or in respect of any member
of the Wider Inspicio Group having been announced, instituted or threatened in
writing to Inspicio by or against, or remaining outstanding in respect of, any
member of the Wider Inspicio Group, in each case, which is material and adverse
in the context of the Wider Inspicio Group taken as a whole;
(ii) there having been no adverse event, change or deterioration in the
business, assets, financial or trading position or prospects or profits of any
member of the Wider Inspicio Group which is material in the context of the Wider
Inspicio Group taken as a whole;
(iii) no contingent or other liability having arisen or become known to Angus
Newco or increased (which is reasonably likely adversely to affect the business,
assets, financial or trading position or profits or prospects of any member of
the Wider Inspicio Group to an extent which is material to the Wider Inspicio
Group taken as a whole); and
(vi) no steps having been taken and no omissions having been made which are
reasonably likely to result in the withdrawal, cancellation, termination or
modification of any licence held by any member of the Wider Inspicio Group,
which is necessary for the proper carrying on of its business and the
withdrawal, cancellation, termination or modification of which is reasonably
likely to be material and adverse in the context of the Wider Inspicio Group
taken as a whole;
Environmental
10. in relation to any release, emission, accumulation, discharge, disposal or
other fact or circumstance which has impaired or is reasonably likely to impair
the environment (including property) or harmed or is reasonably likely to harm
human health, no past or present member of the Wider Inspicio Group, in a
manner or to an extent which is material in the context of the Wider Inspicio
Group taken as a whole (i) having committed any violation of any applicable
legislation, statutes, regulations, authorisations, notices or other
requirements of any Third Party of any jurisdiction and/or (ii) having incurred
any liability (whether actual or contingent) to any Third Party; and/or being
reasonably likely to incur any liability (whether actual or contingent), or
being required to make good, repair, remediate, reinstate or clean up any asset
or any other property or any environment;
Information
11. Angus Newco not having discovered:
(i) that any financial, business or other information concerning the Wider
Inspicio Group publicly disclosed at any time or Disclosed to any member of the
Wider Angus Newco Group by or on behalf of any member of the Wider Inspicio
Group is misleading or contains a misrepresentation of fact or omits to state a
fact necessary to make that information not misleading (and which information
was not subsequently corrected before the date of this announcement by
disclosure publicly by an announcement to a Regulatory Information Service or
privately in writing to Angus Newco or its advisers by inclusion in the Data
Room);
(ii) any information which affects the import of any information Disclosed (and
which information was not subsequently corrected before the date of this
announcement by disclosure publicly by an announcement to a Regulatory
Information Service or privately in the Data Room);
in each case to an extent which is material and adverse in the context of the
Wider Inspicio Group taken as a whole.
Criminal property
12. any asset of any member of the Wider Inspicio Group constitutes criminal
property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but
disregarding paragraph (b) of that definition) to an extent which is material in
the context of the Inspicio Group taken as a whole.
References in this Part I of this Appendix A to "Disclosed" means fairly
disclosed to Angus Newco or its advisers prior to the date of this announcement
either by inclusion in this announcement, in the annual report and accounts of
Inspicio for the financial year ended 31 December 2006 or the unaudited accounts
for the six months ended 30 June 2007, or by the delivery of an announcement by
or on behalf of Inspicio of an announcement to a Regulatory Information Service
or by inclusion in the Data Room or disclosed in writing to, or agreed in
writing with Angus Newco by the Executive Management Team or Keith Tozzi.
Part II: Further terms and conditions of the Offer
Angus Newco reserves the right to waive in whole or in part all or any of the
conditions contained in paragraphs 3 to 12 inclusive. The conditions contained
in paragraphs 2 to 12 inclusive must be satisfied as at, or waived (where
possible) on or before, the twenty-first day after the later of the First
Closing Date and the date on which the condition in paragraph 1 is fulfilled
(or, in each case such later date as the Panel may agree). Angus Newco shall be
under no obligation to waive or determine to be or treat as, fulfilled, any of
conditions 3 to 12 inclusive by a date earlier than the date specified above
for the fulfilment thereof notwithstanding that the other conditions of the
Offer may at such earlier date have been waived or fulfilled and that there are
at such earlier date no circumstances indicating that any of such conditions
may not be capable of fulfilment.
If Angus Newco is required by the Panel to make an offer for Inspicio Shares
under the provisions of Rule 9 of the City Code, Angus Newco may make such
alterations to the terms and conditions of the Offer as are necessary to comply
with the provisions of that Rule.
The Offer will comply with the applicable rules and regulations of AIM and the
City Code, will be governed by English law and will be subject to the
jurisdiction of the courts of England. In addition, it will be subject to the
terms and conditions as set out in the Offer Document and Form of Acceptance.
The Offer will lapse if the Offer is referred to the UK Competition Commission
before the later of 1.00 p.m. (London time) on the First Closing Date and the
date on which the Offer becomes or is declared unconditional as to acceptances.
If the Offer so lapses, it will cease to be capable of further acceptance and
persons accepting the Offer and Angus Newco will cease to be bound by any Form
of Acceptance and/or Electronic Acceptance submitted before the time when the
Offer lapses.
The Offer will lapse if the European Commission either initiates proceedings
under Article 6(1)(c) of Council Regulation (EC) 139/2004 or makes a referral to
a competent authority of the United Kingdom under Article 9(3)(b) of that
Regulation and there is a subsequent reference to the UK Competition Commission,
in either case before 1.00 p.m. (London time) on the First Closing Date or the
date on which the Offer becomes or is declared unconditional as to acceptances,
whichever is the later. If the Offer so lapses, the Offer will cease to be
capable of further acceptance and accepting Inspicio Shareholders and Inspicio
will cease to be bound by any Form of Acceptance and/or Electronic Acceptance
submitted before the time when the Offer lapses.
Appendix B
Further Information and
Sources and Bases of Information
Bases and sources of information
In this announcement, unless otherwise stated or the context otherwise requires,
the following bases and sources have been used:
(a) historic share prices are sourced from the AIM appendix to the Daily
Official List of the London Stock Exchange and represent closing middle market
prices for Inspicio Shares on the relevant date;
(b) the value of the existing issued share capital of Inspicio is based upon the
entire issued share capital at the date of this announcement, namely 101,599,193
Inspicio Shares;
(c) the fully diluted share capital of Inspicio is calculated on the basis of:
* the number of issued Inspicio Shares, as set out in paragraph (b) above;
* the 7,625,000 "in the money" Inspicio Share Options outstanding under
the Inspicio Share Option Schemes on 12 December 2007 (the latest
practicable date prior to publication of this announcement) and which
are expected to become exercisable as a consequence of the Offer; and
* the 990,000 "in the money" Inspicio Warrants outstanding on 12
December 2007 (the latest practicable date prior to publication of
this announcement) and which are to become exercisable as a
consequence of the Offer;
(d) references to a percentage of Inspicio Shares are based on the number of
Inspicio Shares in issue as set out at paragraph (b);
(e) unless otherwise stated, the financial information relating to Inspicio has
been extracted from the audited annual accounts and unaudited interim accounts
of Inspicio for the relevant period;
(f) the maximum cash consideration payable under the Offer is based on
101,599,193 Inspicio Shares in issue and at the time of announcing the Offer,
no more than 8,615,000 shares to be issued to satisfy the exercise of
the Inspicio Warrants and the exercise of options or vesting of awards granted
under the Inspicio Share Option Schemes;
(g) information relating to Angus Newco has been provided by the board of Angus
Newco and information relating to 3i has been extracted from published sources
and provided by persons duly authorized by 3i.
Concert party
The persons acting, or deemed to be acting, in concert with Angus Newco for the
purposes of the Offer include the Executive Management Team and Keith Tozzi
(including, in each case, their close relatives and related trusts), 3i and its
subsidiaries, the 3i Investors and certain specified directors and officers of,
3i Investments and 3i plc (including the members of the 3i Investment
Committee).
Disclosure of interests in Inspicio
1. Members of the Executive Management Team, together with Keith Tozzi, have
the following interests in Inspicio Shares:
Name Number Percentage of
of Inspicio existing issued
Shares share capital
Mark Jonathan Silver 255,700* 0.25
Keith Tozzi 158,000** 0.16
Richard McBride 23,000*** 0.02
Julie Elizabeth Dedman 535,160 0.53
* 123,200 Inspicio Shares are held through Worldwide Nominees Limited.
** 12,400 Inspicio Shares held by OFA Trustee Services Ltd.
*** This figure includes 15,000 Inspicio Shares that Richard McBride intends
to transfer to his wife, Elizabeth McBride. Under the terms of his
irrevocable undertaking, Richard McBride is obliged to procure that
Elizabeth McBride assents such Inspicio Shares to the Offer.
2. Members of the Executive Management Team, together with Keith Tozzi, have
the following interests pursuant to the Inspicio Share Option Schemes:
Name Number of ordinary Number of ordinary Total number of
shares in Inspicio shares in Inspicio ordinary shares
subject to options* subject to options** in Inspicio, subject
to Inspicio Share
Option Schemes
Neil Hopkins 350,000 - 350,000
Julie Dedman - 350,000 350,000
Mark Silver 99,999 1,400,001 1,500,000
Keith Tozzi 99,999 1,400,001 1,500,000
Richard McBride - 350,000 350,000
* Options granted pursuant to the Inspicio Share Option Scheme.
** Options granted pursuant to the Inspicio Employee Benefit Trust Incentive
Plan.
3. Angus Newco's Corporate Broker, JPMorgan Cazenove Limited and its relevant
persons:
Name Number of Percentage of existing
Inspicio Shares issued share capital
J.P.Morgan Securities Ltd 90,132 0.09
Appendix C
Details of Irrevocable Undertakings
1. The following Independent Directors have entered into irrevocable
undertakings with Angus Newco to accept the Offer in respect of their beneficial
and connected holdings of Inspicio Shares:
Name Total Number Percentage of
of Inspicio existing issued
Shares share capital
Lesley James 7,000 0.01
John Christopher Slack 19,000 0.02
Mark Watts 14,000 0.01
2. The following members of the Executive Management Team have entered into an
irrevocable undertaking with Angus Newco to accept the Offer in respect of
their beneficial and connected holdings of Inspicio Shares:
Name Total Number of Inspicio Percentage of existing issued
Shares share capital
Mark Silver 255,700 0.25
Richard McBride 23,000 0.02
Julie Dedman 535,160 0.53
The irrevocable undertakings described in paragraphs 1 and 2 of this Appendix C,
and Keith Tozzi's undertaking described in paragraph 3 of Appendix C will cease
to be binding on the earlier of the following occurrences: (i) the Offer
Document is not posted to Inspicio Shareholders within 28 days (or such longer
period as the Panel may agree being not more than six weeks) after the date of
this announcement; (ii) the Offer closes, lapses or is withdrawn; or (iii) the
Offer has not become or been declared unconditional in all respects by 6.00 p.m.
on the date which is 81 days after the date of the Offer Document.
Neil Hopkins has entered into an irrevocable on similar terms which would
apply to any shares he may acquire.
3. Keith Tozzi has entered into an irrevocable undertaking with Angus Newco to
accept the Offer in respect of his beneficial holding of Inspicio Shares:
Name Total Number Percentage of
of Inspicio existing issued
Shares share capital
Keith Tozzi 158,000 0.16
4. The following Inspicio Shareholders who are not Independent Directors or
members of the Executive Management Team have entered into irrevocable
undertakings with Angus Newco to accept the Offer in respect of their beneficial
holdings of Inspicio Shares:
Name Total Number Percentage of
of Inspicio existing issued
Shares share capital
Marwyn Neptune Fund LP 4,864,444 4.79
Marwyn Ventures 1 LP 150,000 0.15
The irrevocable undertakings described in paragraph 4 of this Appendix C will
cease to be binding on the earlier of the following occurrences: (i) a third
party announces a firm intention to make a general offer (which is not subject
to any pre-conditions) to acquire the entire issued and to be issued share
capital of Inspicio (howsoever to be implemented) on terms which represent (in
the reasonable opinion of Kaupthing) an improvement of 10 per cent. on the value
of the consideration as at the date on which the competing offer is announced
unless Angus Newco has announced an improvement to the terms of the Offer within
five business days of the offer being made; (ii) the Offer Document is not
posted to Inspicio Shareholders within 28 days (or such longer period as the
Panel may agree being not more than six weeks) after the date of this
announcement; (iii) the Offer closes, lapses or is withdrawn; or (iv) the
Offer has not become or been declared unconditional in all respects by 6.00 p.m.
on 25 March 2008.
5. Angus Newco has obtained the following non-binding letters of intent to
accept the Offer:
Name Total Number Percentage of
of Inspicio existing issued
Shares share capital
Cycladic Capital LLP 6,613,636 6.51
AXA Framlington Investment
Management Limited 4,550,571 4.48
GAM International
Management Limited 3,354,301 3.30
Appendix D
Definitions
The following definitions apply throughout this announcement unless the context
otherwise requires:
"3i" 3i Group plc
"3i Funds" 3i Europartners Va LP and 3i Europartners Vb LP
"3i Investment the members of the investment committee of 3i Investments
Committee" who have approved the investment by the 3i Investors in
Inspicio, namely Jonathan Russell, Ian Nolan, Bruce
Carnegie-Brown
"3i Investments" 3i Investments plc, a wholly owned subsidiary of 3i
"3i Investors" 3i, the 3i Funds, 3i Pan European Buyouts 2006-08 A LP,
3i Pan European Buyouts 2006-08 B LP, 3i Pan European
Buyouts 2006-08 C LP, 3i Parallel Ventures LP, Pan European
Buyouts Co-Invest 2006-08 LP, Pan European Buyouts (Nordic)
Co-Invest 2006-08 LP and Pan European Buyouts (Dutch) A
Co-Invest 2006-08 LP
"AIM" the AIM market operated by London Stock Exchange
"Angus Holdco" a company to be incorporated and which will be the ultimate
parent of Angus Newco
"Angus Newco a trust or other similar entity to be established to hold
Employee Trust" Angus Holdco Shares on behalf of certain employees of the
Inspicio Group
"Angus Holdco 17 per cent. rolled up interest unsecured preferred equity
PECs" certificates in Angus Holdco
"Angus Holdco ordinary shares in the capital of Angus Holdco
Shares"
"Angus Holdco bonds to be issued by Angus Holdco that convert at a ratio
Convertible Bonds" of 1:1 into Angus Holdco Shares
"Angus Newco" Angus Newco Limited, a company incorporated in the Cayman
Islands with incorporation number WK-200699
"Angus Newco Angus Holdco and its subsidiary undertakings and where the
Group" context permits, each of them
"Angus Newco Board" Alan Giddins, Mark Silver and Richard McBride
or "Directors of
Angus Newco"
"Annual Report and the annual report and audited accounts of Inspicio for the
Accounts of year ended 2006
Inspicio"
"Australia" the Commonwealth of Australia, its states, territories and
possessions
"Authorisations" regulatory authorisations, orders, grants, recognitions,
confirmations, consents, licences, clearances,
certificates, permissions or approvals
"business day" a day (other than a Saturday and a Sunday) on which banks
are generally open for business in London
"Canada" Canada, its provinces and territories and all areas subject
to its jurisdiction and any political sub-division
thereof
"certificated" or in relation to a share or other security, a share or other
"certificated security title to which is recorded in the relevant
form" register of the share or other security as being held in
certificated form (that is, not in CREST)
"Citi" Citigroup Global Markets Limited
"Closing Price" the closing middle market price of an Inspicio Share as
derived from the AIM appendix to the Daily Official List of
the London Stock Exchange
"Code"or "City the City Code on Takeovers and Mergers
Code"
"Companies Act" or the Companies Act 1985, as amended, or where relevant the
"Act" Companies Act 2006 and where any specific provision of the
Companies Act 1985 is referred to, this will include, where
relevant, any equivalent provision of the Companies Act
2006
"Credit shall have the meaning given to such term in paragraph 10
Facilities" of this announcement
"CREST" the relevant system (as defined in the Regulations) in
respect of which Euroclear is the operator (as defined in
the Regulations)
"Data Room" the online data room made available to Angus Newco
containing documents and information pertaining to the
Inspicio Group and its affairs
"Euroclear UK" or Euroclear UK & Ireland Limited
"Euroclear"
"Executive Mark Silver, Richard McBride, Julie Dedman and Neil
Management Team" Hopkins
"First Closing the date which is 21 days following the posting of the
Date" Offer Document
"Form of the form of acceptance and authority relating to the Offer
Acceptance" which will accompany the Offer Document for use by Inspicio
Shareholders in connection with the Offer
"General Meeting" the extraordinary general meeting of Inspicio (including
any adjournment of that meeting), notice of which will be
contained in the Offer Document
"Independent Lesley James, Chris Slack and Mark Watts, being those
Directors" Inspicio Directors who are independent in relation to the
Offer and who constitute the independent committee of the
Inspicio Board formed to consider the Offer
"Independent Inspicio Shareholders, other than the Executive Management
Shareholders" Team and any person acting or deemed to be acting in
concert with Angus Newco or the Executive Management Team
or Keith Tozzi
"Inspicio" Inspicio plc
"Inspicio Board" or the directors of Inspicio, being Lesley James, Richard
"Inspicio McBride, Mark Silver, Chris Slack, Keith Tozzi and Mark
Directors" Watts
"Inspicio Group" Inspicio and its subsidiary undertakings and where the
context permits, each of them
"Inspicio Option a holder of share options under the Inspicio Share Option
Holders Schemes
"Inspicio a holder of Inspicio Shares and "Inspicio Shareholders" and
Shareholder" or "Shareholders" shall be construed accordingly
"Shareholder"
"Inspicio Share the Inspicio Employee Benefit Trust Incentive Plan and the
Option Schemes" Inspicio Share Option Scheme
"Inspicio Share options granted pursuant to the Inspicio Share Option
Options" Schemes
"Inspicio Shares" the existing issued or unconditionally allotted and fully
paid ordinary shares of 10p each in the capital of Inspicio
and any further shares which are unconditionally allotted
or issued before the date on which the Offer closes (or
such earlier date or dates, not being earlier than the date
on which the Offer becomes unconditional as to acceptances
or, if later, the First Closing Date of the Offer, as Angus
Newco may decide) but excluding in both cases any such
shares held or which become held in treasury
"Inspicio Warrant Marwyn Capital Limited
holder"
"Inspicio the warrants over a total of 990,000 Inspicio Shares issued
Warrants" pursuant to a warrant agreement dated 6 October 2005
"Investment the agreement dated 13 December 2007 made between (1) Angus
Agreement" Newco, (2) the members of the Executive Management Team,
(3) the 3i Investors, and (4) 3i Investments
"Kaupthing" Kaupthing Singer & Friedlander Limited
"London Stock London Stock Exchange plc
Exchange"
"Management the arrangements under which the Executive Management Team
Arrangements" will subscribe for Angus Holdco Shares and Angus Holdco
PECs and all other matters relating to the Executive
Management Team's proposed investment in, and relationship
with Angus Newco as described in paragraph 8 of this
announcement
"Management the Inspicio Shares held by the members of the Executive
Shares" Management Team
"Offer" the recommended cash offer made by Angus Newco to acquire
all of the Inspicio Shares on the terms and subject to the
conditions to be set out in the Offer Document and (in
respect of Inspicio Shares in certificated form) the Form
of Acceptance, including where the context so permits or
requires, any subsequent revision, variation, extension or
renewal thereof
"Offer Document" the document to be sent to Inspicio Shareholders (other
than certain Overseas Shareholders) containing and setting
out the terms and conditions of the Offer
"Offer Period" the period commencing on 12 October 2007 and ending on the
First Closing Date or, if later, on the date on which the
Offer becomes or is declared unconditional as to
acceptances or lapses or is withdrawn
"Offer Price" 225 pence in cash per Inspicio Share
"Overseas Inspicio Shareholders (or nominees of, or custodians or
Shareholders" trustees for Inspicio Shareholders) not resident in or
citizens of the United Kingdom
"Panel" or "Takeover the Panel on Takeovers and Mergers
Panel"
"Regulations" the Uncertificated Securities Regulations 2001
"Regulatory any information service authorised from time to time by the
Information Financial Services Authority
Service"
"Resolution" the ordinary resolution to be proposed at the General
Meeting for the purposes of approving the Management
Arrangements as required by Note 4 on Rule 16 of the City
Code, the arrangements with Keith Tozzi and the
arrangements with respect to the Angus Newco Employee
Trust
"Restricted any jurisdiction where local laws or regulations may result
Jurisdiction" in a significant risk of civil, regulatory or criminal
exposure if information concerning the Offer is sent or
made available to Inspicio Shareholders in that
jurisdiction
"Rothschild" N M Rothschild & Sons Limited
"Significant a direct or indirect interest of 20 per cent. or more of
Interest" the total voting rights conferred by the equity capital of
an undertaking
"subsidiary", to be construed in accordance with the Companies Act
"subsidiary
undertaking", and
"undertaking"
"uncertificated" or a share or other security title to which is recorded in the
"in uncertificated relevant register of the share or security concerned as
form" being held in uncertificated form, in CREST, and title to
which, by virtue of the Regulations, may be transferred by
means of CREST
"Unconditional the date on which the Offer becomes or is declared to be
Date" unconditional in all respects
"United Kingdom" or the United Kingdom of Great Britain and Northern Ireland
"UK"
"United States" or United States of America and all of its possessions and
"US" territories
"US Securities the United States Securities Act of 1933
Act"
"Wider Inspicio Inspicio and associated undertakings and any other body
Group" corporate, partnership, joint venture or person in which
Inspicio and such undertakings (aggregating their
interests) have a Significant Interest
"Wider Angus Newco Angus Newco Group and associated undertakings and any other
Group" body corporate, partnership, joint venture or person in
which Angus Newco and such undertakings (aggregating their
interests) have a Significant Interest
All references to legislation in this announcement are to English legislation
unless the contrary is indicated. Any reference to any provision of any
legislation shall include any amendment, modification, extension or re-enactment
thereof.
All references to time in this announcement are to London time. Words in this
announcement importing the singular shall include the plural and vice versa.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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