17th Aug 2007 12:50
Revenue Assurance Services PLC17 August 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 DOSO WOULD BE UNLAWFUL FOR IMMEDIATE RELEASE 17 AUGUST 2007 RECOMMENDED CASH AND SHARE ACQUISITION by SPICE PLC of REVENUE ASSURANCE SERVICES PLC (TO BE EFFECTED BY MEANS OF A SCHEME OF ARRANGEMENT) Posting of Scheme Circular The boards of Revenue Assurance Services plc ("Revenue Assurance") and Spice PLC("Spice") announced on 30 July 2007 that they had reached agreement on the termsof a recommended cash and share acquisition of Revenue Assurance by Spice, to beeffected by means of a scheme of arrangement (the "Scheme") under section 425 ofthe Companies Act 1985 (the "Act"). Revenue Assurance now announces that the circular (the "Scheme Circular")containing, inter alia, the terms and conditions of the Scheme, an explanatorystatement (in compliance with section 426 of the Act), notices of the CourtMeeting and Extraordinary General Meeting of Revenue Assurance, a timetable ofprincipal events, and details of the actions to be taken by Revenue AssuranceShareholders is today being posted to all Revenue Assurance Shareholders and,for information only, to participants in the Revenue Assurance Share Schemes,the holder of Revenue Assurance Warrants and Spice Shareholders. As described in the Scheme Circular, to become Effective, the Scheme willrequire, amongst other things, the approval at the Court Meeting of a majorityin number representing not less than three-fourths in value of the SchemeShareholders present and voting, either in person or by proxy, at the CourtMeeting, or at any adjournment thereof and the passing of the resolutionnecessary to approve matters to give effect to the Scheme at the ExtraordinaryGeneral Meeting, or at any adjournment thereof. Following the Court Meeting andthe Extraordinary General Meeting and the satisfaction (or, where applicable,waiver) of the other Conditions, the Scheme must also be sanctioned by the Courtat the Scheme Court Hearing and the associated Capital Reduction must beconfirmed by the Court at the Reduction Court Hearing. It is important that, for the Court Meeting, as many votes as possible are castso that the Court may be satisfied that there is a fair and reasonablerepresentation of Scheme Shareholder opinion. Revenue Assurance Shareholdersare therefore strongly urged to complete, sign and return the Forms of Proxy(once received) as soon as possible. Both the Court Meeting and the Extraordinary General Meeting will be held at theoffices of Revenue Assurance's solicitors, Osborne Clarke, One London Wall,London EC2Y 5EB at 2:00 p.m. and 2:15 p.m. respectively on 11 September 2007. The expected timetable of principal events in connection with the Scheme is setout in the Appendix to this Announcement. Copies of the Scheme Circular and Forms of Proxy will be available from theoffices of Osborne Clarke, One London Wall, London EC2Y 5EB and CapitaRegistrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. TheScheme Circular may be obtained from the websites of Revenue Assurance,www.rasplc.com, and Spice, www.spiceplc.com. Enquiries:Revenue Assurance Services plc Spice PLC Tel: +44 (0)1483 735 700 Tel: +44 (0) 113 201 2120Simon Beart Simon RigbyWilliam Good Oliver Lightowlers Carl ChambersCenkos Securities plc Landsbanki Securities (UK) Limited (Financial adviser, nominated (Financial adviser to Spice)adviser and broker to RevenueAssurance) Tel: +44 (0) 20 7397 8900 Tel: +44 (0) 20 7426 9000Nicholas Wells Simon HardySimon Southwood Simon Bridges Dan Webster The Revenue Assurance Directors accept responsibility for the informationcontained in this Announcement. To the best of the knowledge and belief of theRevenue Assurance Directors (who have taken all reasonable care to ensure thatsuch is the case), the information contained in this Announcement is inaccordance with the facts and does not omit anything likely to affect the importof such information. Cenkos, which is authorised and regulated in the United Kingdom by the FinancialServices Authority, is acting exclusively for Revenue Assurance and no one elsein connection with the Acquisition and the Scheme and will not be responsible toanyone other than Revenue Assurance for providing the protections afforded tothe clients of Cenkos nor for providing advice in relation to the Acquisitionand the Scheme or any other matter or arrangement referred to in thisannouncement. 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, includingdetails of how to vote in respect of the Acquisition. Revenue AssuranceShareholders are advised to read carefully the formal documentation in relationto the Acquisition once it has been received. 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 shall, unless the contextprovides otherwise, have the same meanings in this Announcement. Appendix Expected timetable of principal events Event Time and/or date Latest time for receipt of blue Forms of Proxy 2.00 p.m. on 9 September 2007(1)or submission of proxies via CREST for theCourt Meeting Latest time for receipt of white Forms of Proxy 2.15 p.m. on 9 September 2007(1)or submission of proxies via CREST for theExtraordinary General Meeting Voting Record Time 5.00 p.m. on 9 September 2007(2) Court Meeting 2.00 p.m. on 11 September 2007 Extraordinary General Meeting 2.15 p.m. on 11 September 2007(3) Latest time for receipt of yellow Forms of 1.00 p.m. on 9 October 2007Election or settlement of TTE instructionsthrough CREST The following dates are subject to change (please see note (4) below) Last day of dealings in, and for registration 9 October 2007(5)of transfers of, and disablement in CRESTof, Revenue Assurance Shares Cessation of trading and dealings in Revenue 9 October 2007Assurance Shares Scheme Court Hearing to sanction the Scheme 9 October 2007and Scheme Court Order Date Filing of Scheme Court Order 10 October 2007 Reorganisation Record Time 5.00 p.m. on 10 October 2007 Reduction Court Hearing to confirm the Capital 11 October 2007Reduction and Reduction Court Order Date Filing of Reduction Court Order 12 October 2007 Effective Date 12 October 2007 Cancellation of admission of Scheme Shares 7.30 a.m. on 12 October 2007to trading on AIM Issue of New Spice Shares 8.00 a.m. on 12 October 2007 Commencement of dealings in New Spice 8.00 a.m. on 12 October 2007Shares on AIM Latest date for despatch of cheques and 26 October 2007certificates in respect of New Spice Sharesor settlement through CREST(as appropriate) Notes: (1) If the blue Form of Proxy for the Court Meeting is not returned by the abovetime, it may be handed to Capita Registrars, on behalf of the chairman of theCourt Meeting, at the Court Meeting before the taking of the poll. However, thewhite Form of Proxy for the EGM must be returned by 2.15 p.m. on 9 September2007 to be valid. (2) If either the Court Meeting or the EGM is adjourned, the Voting Record Timefor the adjourned meeting will be 5.00 p.m. on the date two days before the dateset for the adjourned meeting. (3) To commence at 2.15 p.m. or, if later, immediately after the conclusion oradjournment of the Court Meeting. (4) These times and dates are indicative only and will depend, among otherthings, on the date upon which the Court sanctions the Scheme and confirms theassociated Capital Reduction and the date on which the Conditions set out inPart III of the Scheme Circular are satisfied or (if applicable) waived. (5) Revenue Assurance Shares released, transferred or issued under the RevenueAssurance Share Schemes or under the Warrants may be registered after this date. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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