Pre-emption Offers to Shareholders
INTERSERVE PLC
(REGISTERED IN ENGLAND AND WALES NO. 00088456)
OPEN OFFER OF UP TO 2,844,678,822 NEW ORDINARY SHARES OF 0.1 PENCE EACH AT AN ISSUE PRICE OF 15.3 PENCE PER NEW ORDINARY SHARE ON THE BASIS OF 19 NEW ORDINARY SHARES FOR EVERY 1 EXISTING ORDINARY SHARE ALREADY HELD
Notice is hereby given, pursuant to section 562(3) of the Companies Act 2006, to each of the persons registered at 6.00 p.m. on 25 February 2019 (the "Record Date") as a holder of ordinary shares of 0.1 pence each ("Ordinary Shares") in Interserve plc (the "Company") who has no registered address in an EEA State and who has not given to the Company an address in an EEA State for service of notices on them (a "Relevant Holder") as follows:
1. This notice is given in connection with an open offer (the "Open Offer") of up to 2,844,678,822 new Ordinary Shares in the capital of the Company at an issue price of 15.3 pence per share on the basis of 19 new Ordinary Shares for every 1 existing Ordinary Share held at 6.00 p.m. on the Record Date.
2. The following documents (being copies of documents despatched to holders of Ordinary Shares (other than certain Relevant Holders), issued in connection with and constituting the Open Offer may be inspected or obtained on personal application by or on behalf of such Relevant Holders at the offices of Link Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU during normal business hours in the United Kingdom on any weekday (Saturday and public holidays excepted) up to and including 11.00 a.m. (London Time) on 15 March 2019:
(a) a document, dated 27 February 2019, comprising (i) a circular prepared in accordance with the Listing Rules of the Financial Conduct Authority ("FCA") and (ii) a prospectus prepared in accordance with the Prospectus Rules of the FCA made under section 73A of the Financial Services and Markets Act 2000 (together, the "Prospectus"); and
(b) an application form (the "Application Form") (whether or not the Relevant Holder holds Ordinary Shares in certificated form) in respect of Open Offer Entitlements (as defined in the Prospectus) for use by each Relevant Holder under the Open Offer, provided that an Application Form may only be obtained on the production of evidence of entitlement. In the case of a Relevant Holder to whom an original Application Form was despatched by post on 27 February 2019, an Application Form may only be obtained if the original so despatched by post is first surrendered to Link Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU. If the original is not so surrendered such Relevant Holder may only inspect a pro forma copy thereof.
3. The Open Offer is conditional upon the matters set out in the Prospectus.
4. Relevant Holders' attention is drawn to paragraphs 7 and 8 of Part 10 of the Prospectus relating to overseas shareholders and their ability to take up new Ordinary Shares pursuant to the Open Offer.
Registered Office:
Interserve House,
Ruscombe Park,
Twyford Reading,
Berkshire,
RG10 9JU
Date: 28 February 2019
By Order of the Board
Andrew McDonald, Company Secretary
This announcement is an advertisement and does not constitute a prospectus or prospectus equivalent document. Nothing in this announcement should be interpreted as a term or condition of the Open Offer. Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any new Ordinary Shares must be made only on the basis of the information contained in, and incorporated by reference into, the Prospectus. Copies of the Prospectus are available at Interserve plc's website at www.interserve.com, provided that the Prospectus is not available, whether through the website or otherwise, subject to certain exceptions, to Relevant Holders in the United States, Australia, Canada, Japan, the Republic of South Africa and any other jurisdiction where the extension or availability of the Open Offer (and any other transaction contemplated thereby) would breach applicable law (the "Excluded Territories").
This announcement does not constitute an offer for sale of securities of the Company in the United States or any of the other Excluded Territories. The securities to be offered in the Open Offer have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent an applicable exemption from registration thereunder.