24th Aug 2007 17:15
Berkeley Scott Group Plc24 August 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA or JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL 24 August 2007 Recommended Cash Offer by Berkeley Scott Group plc to acquire the entire issued and to be issued share capital of Quantica plc Posting of Documents It was announced today, 24 August 2007, that the boards of Berkeley Scott andQuantica had reached agreement on the terms of a recommended cash offer,accompanied by the Equity Alternative, to be made by Berkeley Scott, to acquirethe entire issued and to be issued share capital of Quantica. The Offer valuesthe entire issued and to be issued share capital of Quantica at approximately£28.3 million. The boards of Berkeley Scott and Quantica are now pleased to announce that theoffer document dated 24 August 2007 (the "Offer Document") in respect of theOffer and the Form of Acceptance are being posted to Quantica Shareholderstoday. In addition, the board of Berkeley Scott announces that the Prospectus whichcontains financial and other information on Berkeley Scott and the New BerkeleyScott Shares to be issued in connection with the Offer and the Circular seekingBerkeley Scott Shareholders' consent to the Acquisition are also being postedtoday. A notice of the EGM to be held on 18 September 2007 is set out with theCircular. The Offer will initially remain open for acceptance until 1.00 p.m. (Londontime) on 14 September 2007. Copies of the Offer Document and the Form of Acceptance, the Prospectus and theCircular will be available for inspection during normal business hours on anybusiness day at the registered office of Berkeley Scott, Berkeley House, 11-13Ockford Road, Godalming, Surrey, GU7 1QU and at the offices of Berkeley Scott'sNominated Adviser, Daniel Stewart & Company Plc, Becket House, 36 Old Jewry,London, EC2R 8DD, or the offices of Berkeley Scott's financial adviser, StrandPartners Limited, 26 Mount Row, London, W1K 3SQ. Certain terms used in this announcement are defined in the Offer Document. Enquiries:Berkeley Scott Group plcAnthony Reeves, Co-ChairmanJohn Bowmer, Co-ChairmanJohn Rose, Chief Executive OfficerWill Coker, Chief Financial OfficerTel: (01483) 414 141 Strand Partners Limited (Financial Adviser to Berkeley Scott)Simon RaggettAngela PeaceTel: (020) 7409 3494 Daniel Stewart & Company Plc (Nominated Adviser and Broker to Berkeley Scott)Alastair CadePaul ShackletonTel: (020) 7776 6550 Brunswick Group LLP (Public Relations Adviser to Berkeley Scott)James HoganHelen BarnesCharlotte KenyonTel: (020) 7404 5959 Quantica plcLeslie Lawson, Chairman and Chief ExecutiveRobert Turner, Finance DirectorTel: (01422) 310 088 Landsbanki Securities (UK) Limited (Financial Adviser, Nominated Adviser andBroker to Quantica)James Wellesley WesleyCalvin ManTel: (020) 7426 9000 Strand Partners Limited, which is regulated in the UK by the Financial ServicesAuthority, is acting as financial adviser exclusively for Berkeley Scott and noone else in connection with the Offer and will not be responsible to anyoneother than Berkeley Scott for providing the protections afforded to customers ofStrand Partners nor for giving advice in relation to the Offer or in relation tothe contents of this announcement or any transaction or arrangement referred toherein. Landsbanki Securities (UK) Limited, which is regulated in the UK by theFinancial Services Authority, is acting as financial adviser exclusively forQuantica and no one else in connection with the Offer and will not beresponsible to anyone other than Quantica for providing the protections affordedto customers of Landsbanki nor for giving advice in relation to the Offer or inrelation to the contents of this announcement or any transaction or arrangementreferred to herein. THIS ANNOUNCEMENT DOES NOT CONSTITUTE, OR FORM PART OF, AN OFFER TO SELL OR THESOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITIES NOR THESOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANYSALE, ISSUE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT INANY JURISDICTION IN CONTRAVENTION OF ANY APPLICABLE LAW. THE OFFER WILL BE MADESOLELY BY MEANS OF THE OFFER DOCUMENT AND THE FORM OF ACCEPTANCE ACCOMPANYINGTHE OFFER DOCUMENT. ANY ACCEPTANCE OF OR OTHER RESPONSE TO THE OFFER SHOULD BEMADE ONLY ON THE BASIS OF THE INFORMATION IN SUCH DOCUMENTS AND THE PROSPECTUSwhich Berkeley Scott intends to despatch TODAY to Quantica Shareholders and, forinformation only, to the Quantica Share Option Holders. The availability of the Offer to persons who are citizens or residents ofjurisdictions outside the United Kingdom may be affected by the laws of theirrelevant jurisdiction. Such persons should inform themselves of, and observe,any applicable legal or regulatory requirements of their jurisdiction. Furtherdetails in relation to overseas shareholders will be contained in the OfferDocument. If you remain in any doubt, you should consult your professionaladviser in the relevant jurisdiction without delay. Berkeley Scott has prepared the Prospectus which contains financial and otherinformation on Berkeley Scott and the New Berkeley Scott Shares to be issued inconnection with the Offer, which will be sent to Quantica Shareholders andBerkeley Scott Shareholders today. In addition, Berkeley Scott has prepared theCircular which will be sent to Berkeley Scott Shareholders today in connectionwith approval of the Acquisition by Berkeley Scott Shareholders. The Berkeley Scott Directors accept responsibility for the information containedin this summary and the attached announcement other than information relating tothe Quantica Group, the Quantica Directors and their immediate families, relatedtrusts and other connected persons. To the best of the knowledge and belief ofthe Berkeley Scott Directors (who have taken all reasonable care to ensure thatsuch is the case), the information contained in this summary and the attachedannouncement for which they accept responsibility is in accordance with thefacts and does not omit anything likely to affect the import of suchinformation. The Quantica Directors accept responsibility for the information in this summaryand the attached announcement relating to the Quantica Group, the QuanticaDirectors and their immediate families, related trusts and other connectedpersons. This announcement has been prepared for the purposes of complying with Englishlaw, the Code and the AIM Rules and information disclosed may not be the same asthat which would have been disclosed if this announcement had been prepared inaccordance with the laws of jurisdictions outside England. The Offer will be subject to the applicable rules and regulations of theFinancial Services Authority, the London Stock Exchange and the Code. This announcement, including information included or incorporated by referencein this announcement, contains "forward-looking statements" concerning BerkeleyScott and Quantica. Often but not always, forward-looking information statements can be identifiedby the use of words such as "plans", "expects", "is expected", "budget","scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes",or variations (including negative variations) of such words and phrases, orstate that certain actions, events or results "may", "could", "should", "would","might", "will" or "continue to" be taken, occur or be achieved. Forward-lookingstatements involve known and unknown risks, uncertainties and other factorswhich may cause the actual results, performance or achievements of BerkeleyScott, Quantica and/or their subsidiaries to be materially different from anyfuture results, performance or achievements expressed or implied by theforward-looking statements. The factors that may affect the forward-lookinginformation should be considered carefully and readers should not place unduereliance on such forward-looking information. Although Berkeley Scott hasattempted to identify important factors that could cause actual actions, eventsor results to differ materially from those described in forward-lookingstatements, there may be other factors that cause actions, events or results todiffer from those anticipated, estimated or intended. Forward-looking statements contained in this announcement in respect of BerkeleyScott and Quantica are made as of the date of this announcement based on theopinions and estimates of management. Subject to requirements to update underany applicable regulation or law, Berkeley Scott disclaims any obligation toupdate any forward-looking statements, whether as a result of new information,estimates or opinions, future events or results or otherwise. There can be no assurance that forward-looking statements will prove to beaccurate, as actual results and future events could differ materially from thoseanticipated in such statements. Accordingly, readers should not place unduereliance on forward-looking statements. Dealing Disclosure RequirementsUnder the provisions of Rule 8.3 of the Code, if any person is, or becomes,"interested" (directly or indirectly) in one per cent. or more of any class of"relevant securities" of Quantica or Berkeley Scott, all "dealings" in any"relevant securities" of that company (including by means of an option inrespect of, or a derivative referenced to, any such "relevant securities") mustbe publicly disclosed by no later than 3.30 p.m. (London time) on the Londonbusiness day following the date of the relevant transaction. This requirementwill continue until the date on which the offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe "offer period" otherwise ends. If two or more persons act together pursuantto an agreement or understanding, whether formal or informal, to acquire an"interest" in "relevant securities" of Quantica or Berkeley Scott, they will bedeemed to be a single person for the purpose of Rule 8.3 of the Code.Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Quantica or Berkeley Scott by Berkeley Scott or Quantica, or byany of their respective "associates" (within the meaning of the Code), must bedisclosed by no later than 12.00 noon (London time) on the London business dayfollowing the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. If you are in any doubt as to the application of Rule 8 to you, please contactan independent financial adviser authorised under the Financial Services andMarkets Act 2000, consult with the Panel's website atwww.thetakeoverpanel.org.uk or contact the Panel on the telephone number +44 (0)20 7382 9026; or the fax number +44 (0) 20 7236 7005. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Kellan Group