22May2012
Mandatory Cash Offer with Share Alternative
for
Ai Claims Solutions Plc ("Ai Claims")
by
Quindell Portfolio plc ("Quindell")
Offer Update and Unconditional in all respects
As at 1.00pm on 15 May 2012, Quindell had received valid
acceptances under the Mandatory Cash Offer with Share
Alternative in respect of a total of 10,359,922 Ai Claims
Shares, representing approximately 16.86 per cent. of the
existing issued share capital of Ai Claims and 75.88 per
cent. of the Ai Claims Shares to which the Offer relates,
of which elections have been made:
• in respect of 8,893,118 Ai Claims Shares, under the Cash
Option;
• in respect of 1,460,099 Ai Claims Shares, under the
Lock-In Option; and
• in respect of 6,705 Ai Claims Shares, under the Orderly
Market Option.
Prior to today's announcement, Quindell owned
47,292,558 Ai Claims Shares, representing approximately
77.6 per cent. of the existing issued share capital of Ai
Claims. The Offer was unconditional in all respects upon
being made on 24 April 2012.
Accordingly, Quindell now owns or has received valid
acceptances in respect of a total of 57,652,480 Ai Claims
Shares, representing, in aggregate, approximately 94.6 per
cent. of the issued share capital of Ai Claims. In
accordance with Rule 31.4 of the City Code, Quindell
announces that the Offer will remain open for acceptance
for a further 14 days, until 1:00 pm on 29 May 2012 and
will not be extended beyond such time and date.
Settlement of consideration
Settlement of the consideration to which Ai Claims
Shareholders are entitled pursuant to acceptances of the
Offer shall be dispatched (or, in the case of Ai Claims
Shareholders holding their Ai Claims Shares held in
uncertificated form, shall be credited through CREST) in
accordance with the Offer Document, as follows:
(i) acceptances under the Cash Option
In the case of Ai Claims Shareholders who have validly
accepted the Offer under the Cash Option by 1.00 p.m. on 15
May 2012, on or before 29 May 2012; and in the case of Ai
Claims Shareholders who validly accept the Offer under the
Cash Option after 1.00 p.m. on 15 May 2012 and by 1:00 pm
on 29 May 2012, within 14 days of the receipt of such
acceptances.
(ii) acceptances under the Lock-In Option and the Orderly
Market Option
Application has been made for a total of 4,692,426 New
Quindell Shares due in respect of acceptances under the
Lock-In Option and the Orderly Market Option to be admitted
to trading on AIM. Admission of these New Quindell Shares
is expected to occur on 17 May 2012. Following such
Admission Quindell will have a total of 2,633,731,351
Quindell Shares in issue. Application for Admission of New
Quindell Shares due in respect of acceptances under the
Lock-In Option and the Orderly Market Option after 1.00
p.m. on 15 May 2012 and by 1:00 pm on 29 May 2012 will be
made within 14 days of the receipt of such acceptances.
Cancellation of trading on AIM
At the request of Quindell, Ai Claims has notified the
London Stock Exchange of its intention to seek a
cancellation of admission to trading on AIM of Ai Claims
Shares (the "Cancellation"). As a consequence, Ai
Claims will shortly be sending a circular to Ai
Shareholders convening a general meeting (the "General
Meeting") where it will seek approval from Ai
Shareholders for the Cancellation. Quindell has already
indicated that it will vote in favour of the Cancellation
and, given its shareholding in Ai Claims, it is expected
that the Cancellation will be approved at the General
Meeting. Ai Claims Shareholders who have not yet validly
accepted the Offer are, therefore, urged to do so as soon
as possible.
Following the Cancellation becoming effective, Quindell
intends to re-register Ai Claims as a private company under
the relevant provisions of the Companies Act 2006. The
Cancellation and re-registration of Ai Claims as a private
company would significantly reduce the liquidity and
marketability of any Ai Claims Shares which have not been
acquired by Quindell. Following the Cancellation becoming
effective, there will be no future market for Ai Claims
Shareholders to realise their investment in Ai Claims. Ai
Claims Shareholders will still be able to buy and sell Ai
Claims Shares on AIM prior to the Cancellation becoming
effective.
Terms defined in the Offer Document dated 24 April 2012
have the same meaning in this announcement.
For further information:
Quindell Portfolio Plc
Rob Terry, Chairman & Chief Executive
Tel: 01329 830 501
terryr@quindell.com
Laurence Moorse, Group Finance Director
Tel: 01329 830 543
moorsel@quindell.com
Cenkos Securities plc
(Nominated adviser and broker)
Stephen Keys /Adrian Hargrave(Corporate Finance)
Alex Aylen / Andy Roberts (Sales)
Tel: 020 7397 8900
Media Enquiries
RedleafPolhill Limited
Rebecca Sanders-Hewett
Jenny Bahr
Tel; 020 7566 6720
quindell@redleafpolhill.com
Quindell Portfolio Plc
Gillian Baker, Investor Relations
Tel; 01329 836 724
bakerg@quindell.com
Tracey Terry, Chief Communications Officer
Tel: 01329 830 501
terrylt@quindell.com
Ai Claims Solutions Plc
David Sandhu, Chief Executive
Tel: 0844 571 3108
Peter Harrison, Chief Financial Officer
Tel: 0844 571 3200
Shore Capital & Corporate Limited
Stephane Auton / Patrick Castle
Tel: 020 7408 4090
Cenkos Securities plc, which is authorised and regulated in
the United Kingdom by the FSA, is acting exclusively for
Quindell and no one else in connection with the contents of
this announcement, and accordingly, Cenkos will not be
responsible to anyone other than Quindell for providing the
protections offered to clients of Cenkos nor for providing
advice in relation to any matter referred to herein.
Shore Capital & Corporate Limited, which is authorised and
regulated in the United Kingdom by the FSA, is acting
exclusively for Ai Claims and no one else in connection
with the contents of this announcement, and accordingly,
Shore Capital will not be responsible to anyone other than
Ai Claims for providing the protections offered to clients
of Shore Capital nor for providing advice in relation to
any matter referred to herein
distributed by |