NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN OR INTO OR FROM, ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE TAKEOVER CODE (THE "CODE"). IT DOES NOT REPRESENT A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.5 OF THE CODE. ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.
Proposed investor plan for refinancing and restructuring of AssetCo
Update on potential Offer
AssetCo plc ("AssetCo" or the "Company")
Further to the announcement made on 21st March 2011 in regard to the provision of additional working capital, the Board of AssetCo has been in discussions with certain of its major stakeholders (being North Atlantic Value LLP, a part of the J O Hambro Capital Management Group, Utilico Investments Limited and Henderson, which incorporates the interests of Gartmore Investments Limited), together the "Investor Group", who have remained supportive of the Company. As a result, the Board is pleased to announce it has received a refinancing proposal from the Investor Group that would involve, inter alia, a £10m equity injection into the Company and compromises with certain creditors of the Company to be implemented through a scheme of arrangement. It is anticipated that certain other existing institutional shareholders in the Company will also be allowed a participation in this equity fundraising. It is expected that this proposal will require shareholder approval.
At the Group level, the strategy will be to focus on developing the Middle-East business into a leading emergency services platform and on running the London and Lincoln contracts. The refinancing proposal to be approved by shareholders will involve the ring-fencing of the LFEPA Contract, for the benefit of the London subsidiary lender group, although shareholders will retain an interest in any residual value. The Investor Group intends that following this fundraising, the Company will continue to be listed on AIM. If implemented, these proposals would involve material write downs for banking creditors and preference shareholders and significant dilution for existing shareholders.
The Company and the Investor Group will continue to seek the necessary agreements from the banks and creditors of the Group and will seek a further adjournment of the Administration application at the Court Hearing on Monday 25th July 2011.
In addition, discussions with a potential offeror have reached a very advanced stage but we have not been able to reach agreement, and as the potential offeror also needs to reach agreement with the banks, there can be no certainty that there will be an offer for the Company.
This is an announcement falling under Rule 2.4 of the Code. It does not represent a firm intention to make an offer under Rule 2.5 of the Code. This announcement is made without the consent of the offeror and, accordingly, there can be no certainty that an offer will be made nor as to the terms on which any offer might be made.
Tudor Davies: +44 (0) 207 614 5917
Arden Partners plc
Richard Day: +44 (0) 207 614 5917
Citigate Dewe Rogerson
Fiona Tooley: Office: +44 (0) 121 362 4035 / Mobile: +44 (0) 7785 703 523
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
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