ARRIVA PLC 
By 13 August 2013
Recommended Cash Acquisition of Active Risk Group plc by Sword Aquila Limited (a wholly owned subsidiary of Sword Group SE) Update on Irrevocable Undertakings and Letters of Intent
Further to the announcement on 11 July 2013 (2.7 Announcement) of a recommended cash acquisition of Active Risk Group plc (Active Risk) by Sword Aquila Limited (Sword Aquila) at 35.2 pence per Active Risk Share and the posting of the offer document containing the Scheme on 19 July
2013 (Scheme Document), Sword Aquila is pleased to announce that it has now received an
irrevocable undertaking to vote in favour of the Acquisition from Nicholas Henry Denning in relation to
5,402,736 Active Risk Shares representing approximately 16.2 per cent. of the issued ordinary share capital of Active Risk.
Together with the irrevocable undertakings and letters of intent referred to in the Scheme Document, Sword Aquila has received irrevocable undertakings and letters of intent in respect of an aggregate of
19,735,705 Active Risk Shares representing approximately 59.18 per cent. of the issued ordinary share capital of Active Risk.
Details of the irrevocable undertakings and letters of intent received by Sword Aquila to date in relation to Active Risk Shares are set out in the Appendix to this announcement. Certain terms used in this announcement are defined in Part X to the Scheme Document.
Sword | |
Jacques Mottard, Chairman | +352 6211 88790 |
Phil Norgate | +44(0) 7788 583 088 |
Active Risk | |
Lynton Barker, Executive Chairman | +44(0) 1628 582500 |
Andrew Darby, Chief Operating Officer and Chief Financial Officer | +44(0) 1628 582500 |
Altium (Financial Adviser to Active Risk) | |
Sam Fuller | +44(0) 20 7484 4040 |
Tim Richardson | +44(0) 20 7484 4040 |
Media Enquiries | |
Biddicks (PR Adviser to Active Risk) | |
Katie Tzouliadis | +44 (0) 20 3178 6378 |
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Further Information
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law (Restricted Jurisdictions) 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 purpose of complying with English law and the City Code on Takeovers and Mergers (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 United Kingdom.
Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction.
Altium Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Active Risk and no one else in connection with the Acquisition and will not be responsible to anyone other than Active Risk for providing the protections afforded to clients of Altium Capital Limited or for providing advice in relation to the Acquisition, or any matter referred to in this announcement.
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (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 per cent. 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 p.m. (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 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.
A copy of this announcement and the irrevocable undertaking from Nicholas Denning will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions,
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You may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by contacting Richard Tall of TLT LLP at richard.tall@tltsolicitors.com(020
3465 4200) or by submitting a request in writing to Richard Tall at TLT LLP, 20 Gresham Street, London EC2V 7JE. It is important that you note that unless you make such a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.
The Active Risk Directors have given irrevocable undertakings to vote (or procure the vote) in favour of the Acquisition as follows:
Name
Number of Active
Risk Shares
% of Active Risk Shares in issue
Lynton Barker 556,250 1.67
Andrew Darby 50,000 0.15
Alastair Gordon 78,125 0.23
Iain Johnston holds no Active Risk Shares.
These irrevocable undertakings include undertakings from the Active Risk Directors in respect of their entire holdings of Active Risk Shares:
(i) to vote or procure the vote in favour of the Scheme at the Court Meeting and the Special
Resolutions at the General Meeting; and
(ii) if Sword Aquila exercises its right to structure the Acquisition as a Takeover Offer, to accept or procure the acceptance of such Takeover Offer.
These irrevocable undertakings are conditional upon:
(i) the publication of the Scheme Document within 28 days of the date of the publication of the 2.7
Announcement or such later time as may be agreed by the Panel; and
(ii) the Scheme becoming Effective (or a Takeover Offer, as applicable, becoming wholly unconditional) on or before the date being 185 days following the date of the 2.7
Announcement; and
(iii) no person other than Sword Aquila or any person acting in concert with Sword Aquila announcing prior to the date on which the Active Risk Shareholders are required to vote in favour of the Scheme a firm intention (in accordance with Rule 2.7 of the Code) to make an offer (within the meaning of the Code), which is not the subject of pre-conditions, to acquire all the equity share capital of Active Risk, other than that already owned by the person making such offer, on terms which represent an improvement of 15 per cent. or more on the value of the consideration offered under the Acquisition
These irrevocable undertakings will cease to be binding if:
(i) the Scheme does not become Effective, or lapses, in accordance with its terms; or
(ii) the Scheme is withdrawn (and Sword Aquila does not, at the same time and with the consent of the Panel, publicly announce that it will implement the Acquisition by means of a Takeover Offer) or any competing offer is made which is declared wholly unconditional or otherwise becomes effective.
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Sword Aquila has received an irrevocable undertaking to vote (or procure the vote) in favour of the
Acquisition from the following holder of Active Risk Shares:
Name
Number of Active Risk Shares
% of Active Risk Shares in issue
Richard Higgs 4,000,000 12.00
This irrevocable undertaking is conditional upon:
(i) the publication of the Scheme Document within 28 days of the date of the publication of the 2.7
Announcement or such later time as may be agreed by the Panel; and
(ii) the Scheme becoming Effective (or a Takeover Offer, as applicable, becoming wholly unconditional) on or before the date being 185 days following the date of the 2.7
Announcement; and
(iii) no person other than Sword Aquila or any person acting in concert with Sword Aquila announcing prior to the date on which the Active Risk Shareholders are required to vote in favour of the Scheme a firm intention (in accordance with Rule 2.7 of the Code) to make an offer (within the meaning of the Code), which is not the subject of pre-conditions, to acquire all the equity share capital of Active Risk, other than that already owned by the person making such offer, on terms which represent an improvement of 10 per cent. or more on the value of the consideration offered under the Acquisition.
This irrevocable undertaking will cease to be binding if:
(i) the Scheme does not become Effective, or lapses, in accordance with its terms; or
(ii) the Scheme is withdrawn (and Sword Aquila does not, at the same time and with the consent of the Panel, publicly announce that it will implement the Acquisition by means of a Takeover Offer) or any competing offer is made which is declared wholly unconditional or otherwise becomes effective.
Sword Aquila has also received an irrevocable undertaking to vote (or procure the vote) in favour of the Acquisition from the following holder of Active Risk Shares:
Name
Number of Active Risk Shares
% of Active Risk Shares in issue
Nicholas Denning 5,402,736 16.2
This irrevocable undertaking is conditional upon:
(i) the Scheme becoming Effective (or a Takeover Offer, as applicable, becoming wholly unconditional) on or before the date being 185 days following the date of the 2.7
Announcement; and
(ii) no person other than Sword Aquila or any person acting in concert with Sword Aquila announcing prior to the date on which the Active Risk Shareholders are required to vote in favour of the Scheme a firm intention (in accordance with Rule 2.7 of the Code) to make an offer (within the meaning of the Code), which is not the subject of pre-conditions, to acquire all the equity share capital of Active Risk, other than that already owned by the person making such offer, on terms which represent an improvement of 15 per cent. or more on the value of the consideration offered under the Acquisition.
This irrevocable undertaking will cease to be binding if:
(i) the Scheme does not become Effective, or lapses, in accordance with its terms; or
(ii) the Scheme is withdrawn (and Sword Aquila does not, at the same time and with the consent of the Panel, publicly announce that it will implement the Acquisition by means of a Takeover Offer) or any competing offer is made which is declared wholly unconditional or otherwise becomes effective.
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Under his irrevocable undertaking Mr Denning revokes any previous Form of Proxy submitted by him.
Sword Aquila has received letters of intent to vote (or to procure the voting) in favour of the Scheme at the Court Meeting from the following holders or controllers of Active Risk Shares:
Name
Number of Active Risk Shares
% of Active Risk Shares in issue
Harwood Capital Management LLP 4,885,506 14.65
Herald Investment Trust plc 3,333,599 10.00
Sanne Trust Company Limited in its capacity as trustee of the
Active Risk Group plc Employee Benefit Trust 1,429,489 4.29
Total 9,648,594 28.93
In the event that either (i) the Scheme Document is not published within 28 days of the date of the publication of the 2.7 Announcement or (ii) the Scheme does not become Effective on or before the date being 185 days following the date of the 2.7 Announcement the letters of intent shall lapse.
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