Posting of Scheme Document

RNS Number : 4320D

Accuma Group PLC

02 December 2009

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

2 December 2009

Recommended acquisition of Accuma Group plc ('Accuma') by HH Bidco Limited ('HH Bidco')

Posting of Scheme Document

The Independent Directors of Accuma and the directors of HH Bidco announce that they have agreed the terms of a recommended cash offer for the acquisition by HH Bidco of the whole of the issued share capital of Accuma at 15.5 pence per Ordinary Share to be implemented by means of a Scheme of Arrangement ('Scheme').

Accuma is today posting a scheme document to its shareholders (the 'Scheme Document') which sets out, among other things, the full terms and conditions of the Scheme ('Conditions') and an explanatory statement (pursuant to section 897 of the Companies Act 2006), together with the action to be taken by Accuma Shareholders. Notices convening the Court Meeting and the General Meeting at which resolutions will be proposed to, among other matters, approve the Scheme are also set out in the Scheme Document. 

The Court Meeting and the General Meeting will be held at 44 Southampton Buildings, London, WC2A 1AP on 30 December 2009. The Court Meeting will commence at 11:00 a.m. and the General Meeting will commence at 11:15 a.m. (or as soon thereafter as the preceding Court Meeting has been concluded or adjourned).

The expected timetable of principal events is:

Event	Time and/or date
Voting Record Time	6.00 p.m. on 28 December 2009
Latest time for lodging blue Forms of Proxy for the Court Meeting	11.00 a.m. on 29 December 2009
Latest time for lodging white Forms of Proxy for the General Meeting	11.15 a.m. on 29 December 2009
Court Meeting	11.00 a.m. on 30 December 2009
General Meeting	11.15 a.m. on 30 December 2009
Last day of dealings in, and for registration of transfers of, Accuma shares	21 January 2010
Disablement in CREST of Accuma shares	7.00 a.m. on 21 January 2010
Reclassification Record Time/Scheme Record Time	6.00 p.m. on 21 January 2010
Shares suspended and Court Hearings to sanction the Scheme and to confirm the Reduction of Capital	22 January 2010
Effective Date	22January 2010
Delisting of Accuma Shares from AIM	25 January 2010
Latest Despatch of Consideration	5 February 2010

The dates and times above are indicative only and will depend, inter alia, on the date on which: (i) the Conditions are either satisfied or waived (to the extent they are capable of being waived); (ii) the Court sanctions the Scheme and confirms the associated Reduction of Capital; and (iii) the Reduction of Capital is registered by the Registrar of Companies in England and Wales. If any of the expected dates change, Accuma will give adequate notice of any change by issuing an announcement through a Regulatory Information Service.

Defined terms used in this announcement shall have the same meaning given to them in the Scheme Document.  Unless otherwise indicated, all references in this announcement to times are to London times.

Copies of the Scheme Document are available for inspection during normal business hours on any business day at the offices of Memery Crystal LLP, 44 Southampton Buildings, London, WC2A 1AP as soon as practicable after this announcement up to and including the Effective Date (or, if applicable, the date the Scheme lapses or is withdrawn).  In accordance with Rule 19.11 of the City Code copies of the Scheme Document and this announcement will also be available on Accuma's website at www.accumair.com.

Enquiries:
Zeus Capital (Financial Adviser to HH Bidco) Alex Clarkson and Bobby Fletcher	[phone]
FinnCap (Financial Adviser to Accuma) Marc Young	[phone]
Bankside Consultants  (PR Adviser to Accuma)  Simon Rothschild / Oliver Winters	[phone]

This announcement does not constitute an offer to sell, or an invitation to purchase, any securities or the solicitation of any vote or approval in any jurisdiction. The Offer will be made solely by the Scheme Document and the Forms of Proxy, which will contain the full terms and conditions of the Offer and which will be posted to Accuma Shareholders today.  Accuma Shareholders are advised to read the formal documentation in relation to the Offer carefully, once it has been issued.

FinnCap, which is authorised and regulated in the United Kingdom by The Financial Services Authority, is acting exclusively for Accuma and no one else in connection with the Offer and will not be responsible to anyone other than Accuma for providing the protections afforded to clients of FinnCap nor for providing advice to any other person in relation to the Offer, nor any other matter referred to in this announcement.

Zeus Capital, which is regulated in the United Kingdom by The Financial Services Authority in respect of regulated activities, is acting exclusively for HH Bidco and for no one else in connection with the Offer and will not be responsible to anyone other than HH Bidco for providing the protections afforded to clients of Zeus Capital nor for providing advice to any other person in relation to the Offer nor any other matter referred to in this announcement.

The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purposes 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 of England.

HH Bidco may purchase Accuma Shares otherwise than under the Offer, such as in the open market or privately negotiated purchases. Such purchases may be made either directly or through a broker and such purchases shall comply with the applicable laws of England, as well as the AIM Rules, the London Stock Exchange and the City Code. Information about any such purchases will be available from a Regulatory Information Service.

No statement in this announcement is intended as a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that the future earnings per share of Accuma for current or future financial periods will necessarily match or exceed the historical or published earnings per share of Accuma.

Neither the content of HH Bidco's or Accuma's website (or any other website) nor the content of any website accessible from hyperlinks on any such website is incorporated into, or forms part of, this announcement.

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 Accuma, all "dealings" in any "relevant securities" of Accuma (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Offer become effective, lapse or are otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Accuma, 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 Accuma by HH Bidco or Accuma, 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 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 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.

In accordance with Rule 2.10 of the City Code Accuma confirms that it has in issue 32,696,734 ordinary shares of 0.10 pence each which are admitted to trading on AIM under the UK ISIN code GB00B06C5J30.

Forward-looking statements

Certain statements in this announcement constitute forward-looking statements. The forward-looking statements contained herein include statements about the expected effects of the Offer, the expected timing and scope of the Offer and other statements other than in relation to historical facts. Forward-looking statements include, without limitation, statements typically containing words such as "intends", "expects", "anticipates", "targets", "estimates", "believes", "should", "plans", "will", "expects" and similar expressions or statements that are not historical facts are intended to identify those expressions or statements as forward-looking statements. These statements are based on the current expectations of HH Bidco and Accuma and are naturally subject to uncertainty and changes in circumstances. By their nature, forward-looking statements involve risk and uncertainty and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction or waiver of the conditions to the Offer, local and global political and economic conditions, foreign exchange rate fluctuations and interest rate fluctuations (including those from any potential credit rating decline) and legal or regulatory developments and changes. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements. Neither HH Bidco nor Accuma, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules, the Disclosure and Transparency Rules of the Financial Services Authority and the City Code), neither HH Bidco nor Accuma is under any obligation and each of them expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

END

 

 

OUPCKBKPKBDKPBK