11th Oct 2007 13:08
Revenue Assurance Services PLC11 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 DOSO WOULD BE UNLAWFUL Recommended acquisition of Revenue Assurance Services plcRAS by Spice PLC Reduction of Capital Revenue Assurance Services plc ("Revenue Assurance" or the "Company") announcesthat the Capital Reduction comprised within the proposed scheme of arrangementunder section 425 of the Act (the "Scheme") to effect the acquisition of theCompany by Spice PLC ("Spice") has today been confirmed by the Court. The Schemeis expected to become Effective on 12 October 2007 upon the registration by theRegistrar of Companies of an office copy of the Court Order confirming theCapital Reduction. The figures for the Mix and Match Facility have been finalised and 7,088,365Revenue Assurance Shares have elected for additional cash and 8,896,223 haveelected for additional New Spice Shares. The admission of the Ordinary Shares of Revenue Assurance to trading on AIM willbe cancelled at Revenue Assurance's request, with effect from 7:30 a.m. on 12October 2007 and it is anticipated that trading in the 6,541,429 New SpiceShares, issued pursuant to the Acquisition, will commence at 8:00 a.m. on 12October 2007. Application has been made to the London Stock Exchange for the admission of the6,541,429 New Spice Shares, ranking pari passu with the existing ordinary sharesof 10 pence each in Spice, to trading on AIM. Enquiries:Revenue Assurance Services plc Spice PLCTel: +44 (0)1483 735 700 Tel: +44 (0) 113 201 2120Simon Beart Simon RigbyWilliam Good Oliver Lightowlers Carl Chambers Cenkos Securities plc Landsbanki Securities (UK) Limited(Financial adviser, nominated adviser and (Financial adviser to Spice)broker to Revenue Assurance) 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. 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:
Spire Healthcare