12th Oct 2007 13:05
Spice PLC12 October 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THEUNITED 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 therecommended acquisition by Spice of the entire issued and to be issued sharecapital of Revenue Assurance has now become Effective in accordance with itsterms 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 notbeen sufficient offsetting elections for cash and, pursuant to the terms of theMix and Match Facility, the elections of the relevant Revenue AssuranceShareholders will be scaled back on a pro rata basis. Accordingly, the holdersof Revenue Assurance Shares who elected to receive New Spice Shares will receiveNew 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 Mixand Match Facility has been made, Revenue Assurance Shareholders will receivethe basic offer consideration of 125.5 pence in cash and 0.1309 New Spice Sharefor each Revenue Assurance Share. In respect of Revenue Assurance Shares for which a valid election for cash underthe Mix and Match Facility has been made, Revenue Assurance Shareholders willreceive approximately 199.9 pence in cash for each Revenue Assurance Share. In respect of Revenue Assurance Shares for which a valid election for New SpiceShares under the Mix and Match Facility has been made, Revenue AssuranceShareholders will receive approximately 66.2 pence in cash and 0.235 New SpiceShare for each Revenue Assurance Share. Revenue Assurance Shareholders' fractional entitlements to New Spice Shares willbe aggregated and sold in the market and the net proceeds paid in cash to theRevenue Assurance Shareholders entitled thereto (save for individualentitlements not exceeding £5.00 which will be retained for the benefit of theEnlarged Group) in accordance with the terms of the Scheme. Admission of the Revenue Assurance Shares to trading on AIM has been cancelledat Revenue Assurance's request. The New Spice Shares were admitted to trading onAIM with effect from 8.00 a.m. today. The latest date for the despatch of share certificates in respect of New SpiceShares and cheques in respect of the cash consideration payable and forsettlement of cash consideration through CREST is 26 October 2007. Settlement ofthe cash consideration (whether by cheque or through CREST) will also includecash in respect of any fractional entitlements (save for individual entitlementsnot exceeding £5.00 which will be retained for the benefit of the EnlargedGroup). Enquiries Spice PLCTel: +44 (0) 113 201 2120Simon RigbyOliver LightowlersCarl Chambers Landsbanki Securities (UK) Limited(Financial adviser to Spice)Tel: +44 (0) 20 7426 9000Simon HardySimon BridgesDan Webster The Spice Directors accept responsibility for the information contained in thisannouncement. 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), theinformation contained in this announcement is in accordance with the facts anddoes not omit anything likely to affect the import of such information. Landsbanki Securities (UK) Limited, which is authorised and regulated in theUnited Kingdom by the Financial Services Authority, is acting exclusively forSpice and no one else in connection with the Acquisition and the Scheme and willnot be responsible to anyone other than Spice for providing the protectionsafforded to the clients of Landsbanki Securities (UK) Limited nor for providingadvice in relation to the Acquisition and the Scheme or any other matter orarrangement referred to in this announcement. The release, publication or distribution of this announcement in jurisdictionsother than the United Kingdom may be restricted by law and therefore any personswho are subject to the laws of any jurisdiction other than the United Kingdomshould inform themselves about, and observe, any applicable requirements. Thisannouncement has been prepared for the purposes of complying with English lawand the City Code and the information disclosed may not be the same as thatwhich would have been disclosed if this announcement had been prepared inaccordance with the laws and regulations of any jurisdiction outside of England. This announcement does not constitute an offer to sell or an invitation topurchase or subscribe for any securities or a solicitation of any vote orapproval in any jurisdiction whether relating to the Acquisition or otherwise.This announcement does not constitute a prospectus or a prospectus equivalentdocument. The Acquisition will be made solely through the Scheme Circular whichcontains the full details, terms and conditions of the Acquisition. In particular, this announcement is not an offer of securities for sale in theUnited States and the New Spice Shares, which will be issued in connection withthe Acquisition, have not been, and will not be, registered under the SecuritiesAct or under the securities law of any state, district or other jurisdiction ofthe United States, Australia, Canada or Japan and no regulatory clearance inrespect of the New Spice Shares has been, or will be, applied for in anyjurisdiction other than the UK. Accordingly, the New Spice Shares are not beingand may not be (unless an exemption under relevant securities laws isapplicable) offered, sold, resold or delivered, directly or indirectly, in orinto the United States, Australia, Canada or Japan or any other jurisdiction ifto do so would constitute a violation of the relevant laws of, or requireregistration thereof in, such jurisdiction or to, or for the account or benefitof, 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 samemeanings in this announcement. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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