14th Dec 2007 13:16
Angus Newco Limited14 December 2007 THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, CANADA OR AUSTRALIA OR ANY OTHERJURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION ANGUS NEWCO LIMITED ("ANGUS NEWCO") OFFER FOR INSPICIO PLC ("INSPICIO") Angus Newco announces that this morning it has acquired a total of 24,000,000Inspicio Shares at the Offer Price of 225 pence per share, representingapproximately 23.62 per cent. of the issued share capital of Inspicio. Following this purchase, in aggregate, Angus Newco holds, or has receivedirrevocable undertakings and non-binding letters of intent to accept the Offerwith regard to, 39,213,449 Inspicio Shares, representing approximately 38.60%per cent. of Inspicio's existing share capital. The shares that have been acquired today were acquired from a number ofparties, including 6,613,636 Inspicio Shares, representing approximately 6.51per cent. of the issued share capital of Inspicio, from Cycladic Capital LLP("Cycladic"). Angus Newco received a non-binding letter of intent to accept theOffer from Cycladic with respect to these Inspicio Shares on 13 December 2007. Accordingly, Angus Newco now has the following irrevocable undertakings andnon-binding letters of intent to accept the Offer: 1. The following Independent Directors have entered into irrevocable undertakings with Angus Newco to accept the Offer in respect of their beneficial and connected holdings of Inspicio Shares: Total Number Percentage of of Inspicio existing issuedName Shares share capital Lesley James 7,000 0.01John Christopher Slack 19,000 0.02Mark Watts 14,000 0.01 2. The following members of the Executive Management Team have entered into irrevocable undertakings with Angus Newco to accept the Offer in respect of their beneficial and connected holdings of Inspicio Shares: Total Number Percentage of of Inspicio existing issuedName Shares share capital Mark Silver 255,700 0.25Richard McBride 23,000 0.02Julie Dedman 535,160 0.53 3. Keith Tozzi has entered into an irrevocable undertaking with Angus Newco to accept the Offer in respect of his beneficial holding of Inspicio Shares: Total Number Percentage of of Inspicio existing issuedName Shares share capital Keith Tozzi 158,000 0.16 4. The following Inspicio Shareholders who are not Independent Directors or members of the Executive Management Team have entered into irrevocable undertakings with Angus Newco to accept the Offer in respect of their beneficial holdings of Inspicio Shares: Total Number Percentage of of Inspicio existing issuedName Shares share capital Marwyn Neptune Fund LP 4,864,444 4.79Marwyn Ventures 1 LP 150,000 0.15 5. Angus Newco has obtained the following non-binding letters of intent to accept the Offer: Total Number Percentage of of Inspicio existing issuedName Shares share capital AXA Framlington Investment Management Limited 4,550,571 4.48GAM International Management Limited 4,636,574 4.56 Angus Newco Limited / 3i Investments plc Tel: +44 (0)20 7975 3130Alan Giddins Rothschild (financial adviser to Angus Newco and 3i) Tel: +44 (0)20 7280 5000Stuart Vincent JPMorgan Cazenove (corporate broker to Angus Newco Tel: +44 (0)20 7588 2828and 3i)Jonathan WilcoxBarry Meyers The Maitland Consultancy (3i PR enquiries) Tel: +44 (0)20 7379 5151Angus MaitlandSuzanne Bartch The definitions set out in the Offer Document dated 13 December 2007 apply tothis announcement unless otherwise indicated. This announcement does not constitute, or form part of, any offer for, or anysolicitation of any offer for, securities. Any acceptance or other response tothe Offer should be made only on the basis of information referred to in theOffer Document. The Offer is not being made, directly or indirectly, in or into or from, or byuse of the mails of, or by any means or instrumentality (including, withoutlimitation, telephonically or electronically) of interstate or foreign commerceof, or any facility of a national securities exchange of the United States,Canada, Australia or Japan and the Offer is not be capable of acceptance by anysuch use, means, instrumentality or facilities from within the United States,Canada, Australia or Japan. Accordingly, copies of this announcement are notbeing, and must not be, directly or indirectly mailed or otherwise forwarded,transmitted, distributed or sent in, into or from the United States, Canada,Australia or Japan and persons receiving this announcement (includingcustodians, nominees and trustees) must not mail or otherwise forward, transmit,distribute or send it in, into or from the United States, Canada, Australia orJapan as doing so may invalidate any purported acceptance of the Offer. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in 1 per cent. or more of any class of"relevant securities" of Inspicio, all "dealings" in any "relevant securities"of Inspicio (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 p.m. (London time) on the London business day following the dateof the relevant transaction. This requirement will continue until the date onwhich the Offer becomes, or is declared unconditional as to acceptances, orotherwise lapses or is withdrawn or on which the "offer period" otherwise ends.If two or more persons act together pursuant to an agreement or understanding,whether formal or informal, to acquire an "interest" in "relevant securities" ofInspicio, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Inspicio by Angus Newco or Inspicio, or by any of theirrespective "associates", must be disclosed by no later than 12.00 noon (Londontime) on the London business day following 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 Takeover Panel's website atwww.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 City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, you should consult the Panel. N M Rothschild & Sons Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively for 3iInvestments, the 3i Investors and Angus Newco and no one else in connection withthe Offer and will not be responsible to anyone other than 3i Investments, the3i Investors and Angus Newco for providing the protections afforded to clientsof N M Rothschild & Sons Limited nor for providing advice in relation to theOffer, the contents of this announcement, or any transaction or arrangementreferenced herein. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
3i Group