Takeover Offers
SERVICEPOWER TECHNOLOGIES PLC
03941006
(REGISTERED IN ENGLAND AND WALES)
RECOMMENDED CASH OFFER BY DIVERSIS CAPITAL UK LIMITED (“DIVERSIS”) TO ACQUIRE THE WHOLE OF THE ISSUED AND TO BE ISSUED ORDINARY SHARE CAPITAL OF SERVICEPOWER TECHNOLOGIES PLC (“SERVICEPOWER”)
Notice is hereby given, in accordance with section 978(1)(c) of the Companies Act 2006, that:
1. by means of an offer document dated and posted on 19 December 2016 (the “Offer Document”), Diversis made a recommended cash offer to acquire the entire issued and to be issued share capital of ServicePower (the “Offer”); and
2. a copy of the Offer Document relating to the Offer is available for inspection on the following websites: http://www.diversiscapital.com and http://www.servicepower.com.
The full terms and conditions of the Offer (including details of how the Offer may be accepted) are set out in the Offer Document and, in the case of ServicePower Shareholders holding ServicePower Shares in Certificated Form, the Form of Acceptance. Terms defined in the Offer Document have the same meaning in this notice.
The board of ServicePower has unanimously recommended ServicePower Shareholders to accept the Offer. The Offer is 6 pence in cash for each ServicePower Share. The Offer values the entire issued share capital of ServicePower at approximately £13.65 million.
This notice does not constitute, and must not be construed as, an offer. ServicePower Shareholders who accept the Offer may rely only on the Offer Document and, in the case of ServicePower Shareholders holding ServicePower Shares in Certificated Form, the Form of Acceptance for all the terms and conditions of the Offer.
The Offer is not being made, directly or indirectly, in, into or from a Restricted Jurisdiction, or by use of the mails of, or by any means or instrumentality (including, without limitation, post, facsimile transmission, telex, telephone or email) of interstate or foreign commerce of, or by any facility of a national securities exchange of, and nor is it capable of acceptance in or from any jurisdiction if to do so would constitute a violation of the laws of such jurisdiction. The Offer cannot be accepted by any such use, means or instrumentality or from within a Restricted Jurisdiction. Accordingly, copies of this document, with the Form of Acceptance and any related offering documents, are not being mailed, transmitted or otherwise forwarded, distributed or sent, directly or indirectly, in whole or in part, in, into or from a Restricted Jurisdiction, including to ServicePower Shareholders with registered addresses in a Restricted Jurisdiction, or to persons whom Diversis knows to be nominees, trustees or custodians holding ServicePower Shares for such persons. Persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not distribute or send them in, into or from a Restricted Jurisdiction, or use such mails or any such means or instrumentality for any purpose, directly or indirectly, in connection with the Offer, and doing so will render invalid any related purported acceptance of the Offer. Persons wishing to accept the Offer must not use such mails or any such means, instrumentality or facility for any purpose directly or indirectly related to the acceptance of the Offer. The availability of the Offer to ServicePower Shareholders who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. ServicePower Shareholders who are not so resident should inform themselves of, and observe, any applicable legal or regulatory requirements in their jurisdiction.
Any ServicePower Shareholder who is in any doubt as to what action he/she should take should consult his/her stockbroker, bank manager, solicitor, accountant, fund manager or other independent financial adviser, duly authorised under the Financial Services and Markets Act 2000 if he/she is resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser in the relevant jurisdiction.
The Offer is made in respect of all ServicePower Shares issued and unconditionally allotted, including ServicePower Shares held by persons to whom the Offer Document and Forms of Acceptance are not dispatched. The Offer is, by means of this notice, being notified to all persons to whom the Offer Document may not be despatched. Any such persons may obtain copies of the Offer Document and Form of Acceptance by contacting the Receiving Agent, Capita Asset Services at Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by telephone +44(0) 371 644 0321 (lines are open from 9.00am to 5.00pm (London time) Monday to Friday (except United Kingdom public holidays)). Please note that Capita Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.
The directors of Diversis accept responsibility for the information contained in this notice. To the best of the knowledge and belief of the directors of Diversis (who have taken all reasonable care to ensure that such is the case), the information contained in this notice is in accordance with the facts and does not omit anything likely to affect the import of such information.
Diversis Capital UK Limited
19 December 2016