Completion of Acquisition
Spice PLC
12 October 2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO
SO WOULD BE UNLAWFUL
FOR IMMEDIATE RELEASE
12 October 2007
Completion of the acquisition of Revenue Assurance Services plc
by Spice PLC
The scheme of arrangement under section 425 of the Act to implement the
recommended acquisition by Spice of the entire issued and to be issued share
capital of Revenue Assurance has now become Effective in accordance with its
terms and the Acquisition has therefore been completed.
Pursuant to the Mix and Match Facility, elections for cash will be met in full.
Elections for New Spice Shares cannot be satisfied in full since there have not
been sufficient offsetting elections for cash and, pursuant to the terms of the
Mix and Match Facility, the elections of the relevant Revenue Assurance
Shareholders will be scaled back on a pro rata basis. Accordingly, the holders
of Revenue Assurance Shares who elected to receive New Spice Shares will receive
New Spice Shares in respect of approximately 66.9 per cent. of their elections.
In respect of Revenue Assurance Shares for which no valid election under the Mix
and Match Facility has been made, Revenue Assurance Shareholders will receive
the basic offer consideration of 125.5 pence in cash and 0.1309 New Spice Share
for each Revenue Assurance Share.
In respect of Revenue Assurance Shares for which a valid election for cash under
the Mix and Match Facility has been made, Revenue Assurance Shareholders will
receive approximately 199.9 pence in cash for each Revenue Assurance Share.
In respect of Revenue Assurance Shares for which a valid election for New Spice
Shares under the Mix and Match Facility has been made, Revenue Assurance
Shareholders will receive approximately 66.2 pence in cash and 0.235 New Spice
Share for each Revenue Assurance Share.
Revenue Assurance Shareholders' fractional entitlements to New Spice Shares will
be aggregated and sold in the market and the net proceeds paid in cash to the
Revenue Assurance Shareholders entitled thereto (save for individual
entitlements not exceeding £5.00 which will be retained for the benefit of the
Enlarged Group) in accordance with the terms of the Scheme.
Admission of the Revenue Assurance Shares to trading on AIM has been cancelled
at Revenue Assurance's request. The New Spice Shares were admitted to trading on
AIM with effect from 8.00 a.m. today.
The latest date for the despatch of share certificates in respect of New Spice
Shares and cheques in respect of the cash consideration payable and for
settlement of cash consideration through CREST is 26 October 2007. Settlement of
the cash consideration (whether by cheque or through CREST) will also include
cash in respect of any fractional entitlements (save for individual entitlements
not exceeding £5.00 which will be retained for the benefit of the Enlarged
Group).
Enquiries
Spice PLC
Tel: +44 (0) 113 201 2120
Simon Rigby
Oliver Lightowlers
Carl Chambers
Landsbanki Securities (UK) Limited
(Financial adviser to Spice)
Tel: +44 (0) 20 7426 9000
Simon Hardy
Simon Bridges
Dan Webster
The Spice Directors accept responsibility for the information contained in this
announcement. To the best of the knowledge and belief of the Spice Directors
(who have taken all reasonable care to ensure that such is the case), the
information contained in this announcement is in accordance with the facts and
does not omit anything likely to affect the import of such information.
Landsbanki Securities (UK) Limited, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting exclusively for
Spice and no one else in connection with the Acquisition and the Scheme and will
not be responsible to anyone other than Spice for providing the protections
afforded to the clients of Landsbanki Securities (UK) Limited nor for providing
advice in relation to the Acquisition and the Scheme or any other matter or
arrangement referred to in this announcement.
The release, publication or 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 laws of any jurisdiction other than the United Kingdom
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 and regulations of any jurisdiction outside of England.
This announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities or a solicitation of any vote or
approval in any jurisdiction whether relating to the Acquisition or otherwise.
This announcement does not constitute a prospectus or a prospectus equivalent
document. The Acquisition will be made solely through the Scheme Circular which
contains the full details, terms and conditions of the Acquisition.
In particular, this announcement is not an offer of securities for sale in the
United States and the New Spice Shares, which will be issued in connection with
the Acquisition, have not been, and will not be, registered under the Securities
Act or under the securities law of any state, district or other jurisdiction of
the United States, Australia, Canada or Japan and no regulatory clearance in
respect of the New Spice Shares has been, or will be, applied for in any
jurisdiction other than the UK. Accordingly, the New Spice Shares are not being
and may not be (unless an exemption under relevant securities laws is
applicable) offered, sold, resold or delivered, directly or indirectly, in or
into the United States, Australia, Canada or Japan or any other jurisdiction if
to do so would constitute a violation of the relevant laws of, or require
registration thereof in, such jurisdiction or to, or for the account or benefit
of, any United States, Australian, Canadian or Japanese person.
Words and expressions defined in the scheme circular dated 17 August 2007 (the "
Scheme Circular") shall, unless the context provides otherwise, have the same
meanings in this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange