ARRIVA PLC 
By
On 11 July 2013, the Boards of Active Risk Group plc ("Active Risk") and Sword Aquila Limited ("Sword Aquila") announced that they had reached agreement on the terms of a recommended cash acquisition under which Sword Aquila will acquire the entire issued and to be issued share capital of Active Risk. It is intended that the Acquisition will be implemented by way of a Court sanctioned scheme of arrangement under Part 26 of the 2006 Act.
Under the terms of the Acquisition, Active Risk Shareholders will be entitled to receive:
The consideration of 35.2 pence for each Active Risk Share values the entire existing issued share capital of Active Risk at approximately £11.7 million.
The Board of Active Risk is pleased to announce that the Court has approved the publication and posting of the circular to Active Risk Shareholders relating to the Scheme (the "Scheme Document"). The Scheme Document sets out, amongst other things, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the 2006 Act, a timetable of principal events and details of the action to be taken by Active Risk Shareholders.
As described in the Scheme Document, to become Effective, the Scheme will require, amongst other things, the approval of Active Risk Shareholders at the Court Meeting and the passing of the Special Resolutions to be proposed at the General Meeting. Notices of the Court Meeting and the General Meeting are set out in the Scheme Document. In addition, the Scheme must be sanctioned, and the Reduction of Capital must be confirmed, by the Court.
The Court Meeting and the General Meeting are scheduled to be held at the offices of TLT LLP, 20
Gresham Street, London EC2V 7JE on 14 August 2013, with the Court Meeting commencing at 10:00 a.m. and the General Meeting commencing at 10:15 a.m. (or, if later, as soon as the Court Meeting has been concluded or adjourned).
Once the necessary approvals from Active Risk Shareholders have been obtained and the other Conditions have been satisfied (where capable of satisfaction) or (where applicable) waived, the Scheme will become Effective upon the delivery of the Court Orders to the Registrar of Companies. The Scheme is expected to become Effective by 29 August 2013.
The Scheme Document and the Forms of Proxy for use by Active Risk Shareholders at the Court Meeting and the General Meeting will be posted to Active Risk Shareholders later today and will be available for inspection at the offices of TLT LLP, 20 Gresham Street, London EC2V 7JE and, subject
to certain restrictions, on the Active Risk website www.activerisk.com, in each case until the end of the
Offer Period or, if later, the end of any competition reference period.
The expected timetable of principal events is set out below:
Event | Time and/or Date |
Latest time for lodging Forms of Proxy for the Court Meeting (blue form) | 10:00 a.m. on 12 August 2013 |
Latest time for lodging Forms of Proxy for the General Meeting (white form) | 10:15 a.m. on 12 August 2013 |
Voting Record Time | 6:00 p.m. on 12 August 2013 |
Court Meeting | 10:00 a.m. on 14 August 2013 |
General Meeting | 10:15 a.m. on 14 August 2013 |
Scheme Court Hearing (to sanction the Scheme) | 27 August 2013 |
Scheme Record Time | 6:00 p.m. on 28 August 2013 |
Suspension of listing and dealings in Active Risk Shares and disablement of Active Risk Shares in CREST | 7:30 a.m. on 29 August 2013 |
Reduction Court Hearing (to confirm the Reduction of Capital) | 29 August 2013 |
Effective Date | 29 August 2013 |
Cancellation of admission to trading on AIM of Active Risk Shares | 7:00 a.m. on 30 August 2013 |
Latest date for despatch of cheques (in respect of cash consideration) and settlement through CREST | 14 days after the Effective Date |
The Proposals are conditional upon the Scheme becoming Effective by not later than 185 days after
11 July 2013, or such later date, if any, as Active Risk and Sword Aquila may with the consent of the
Panel agree and (if required) the Court may allow.
All references to times are to times in London (unless otherwise stated). The times and dates given above are indicative only and may be subject to change. Any changes to these times and dates will be notified to Active Risk Shareholders via a Regulatory Information Service or as may otherwise be required by the Panel.
In accordance with AIM Rule 41, Active Risk hereby notifies shareholders that, if it is fully implemented, the Scheme will result in the suspension and subsequent cancellation of the admission of Active Risk Shares to trading on AIM ("Cancellation").
On the basis of the current timetable for the Scheme, and assuming the requisite approvals are received from Active Risk Shareholders at both the Court Meeting and the General Meeting and that the Court sanctions the Scheme at the Scheme Court Hearing, the last day of dealings in and for
registration of transfers of Active Risk Shares will be 28 August 2013. At 7:30 a.m. on 29 August 2013, Active Risk Shares will be temporarily suspended pending the Scheme becoming Effective.
Cancellation will take effect on the day following the effective date of the Scheme, expected to be 29
August 2013 (the "Effective Date"). Following the Effective Date, share certificates in respect of Active Risk Shares will cease to be valid and entitlements to Active Risk Shares held within the CREST system will be cancelled.
Lynton Barker, Executive Chairman
Andrew Darby, Chief Operating Officer and Chief Financial Officer
+44 (0) 1628 582500
Sam Fuller
Tim Richardson
+44 (0) 20 7484 4040
Jacques Mottard, Chairman
Phil Norgate
+352 6211 88790
+44 (0)7788 583 088
Katie Tzouliadis
+44 (0) 20 3178 6378
Altium, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for Active Risk and no one else in connection with the Acquisition and will not be responsible to anyone other than Active Risk for providing the protections afforded to clients of Altium nor for providing advice in connection with the Acquisition or any matter referred to herein.
This announcement is for information purposes only and is not intended to and does not constitute or form part of an offer to sell or an invitation to purchase or otherwise subscribe for any securities or the solicitation of any vote or approval or of an offer to buy securities, pursuant to the Acquisition or otherwise. The Acquisition will be made solely by means of the Scheme Document, which contains the full terms and conditions of the Acquisition, including details of how to vote in favour of the Scheme. Active Risk and Sword have prepared the Scheme Document which is being distributed to Active Risk Shareholders. Active Risk and Sword urge Active Risk Shareholders to read the Scheme Document because it contains important information relating to the Acquisition.
This announcement does not constitute a prospectus or prospectus equivalent document.
This announcement has been prepared for the purpose of complying with English law, the City Code and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.
Unless otherwise determined by Sword Aquila or required by the Code and permitted by applicable law and regulation, the Acquisition will not be made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and the Acquisition will not be capable of acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this announcement and all documentation relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Acquisition.
The availability of the Acquisition to Active Risk Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.
Further details in relation to overseas Active Risk Shareholders are contained in the Scheme
Document.
Sword Aquila reserves the right to elect, with the consent of the Panel, to implement the Acquisition by way of a Takeover Offer. In such event, the Takeover Offer will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Acquisition.
The Acquisition relates to the shares in an English company and is proposed to be made by means of a scheme of arrangement provided for under company law of the United Kingdom. The scheme of arrangement will relate to the shares of a UK company that is a `foreign private issuer' as defined under Rule 3b-4 under the US Securities Exchange Act of 1934, as amended (the "Exchange Act").
A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy and tender offer rules under the Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy and tender offer rules.
Financial information included in the relevant documentation have been prepared in accordance with accounting standards applicable in the UK that may not be comparable to the financial statements of US companies.
If Sword Aquila exercises its right to implement the Acquisition by way of a Takeover Offer, the Acquisition will be made in compliance with applicable US laws and regulations, including applicable provisions of the tender offer rules under the Exchange Act.
This announcement, any oral statements made by Sword or Active Risk in relation to the Acquisition and other information published by Sword or Active Risk may contain statements about Sword and Active Risk that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Sword's or Active Risk's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Sword's or Active Risk's business.
Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements. Sword and Active Risk disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law.
No statement in this announcement is intended as a profit forecast or profit estimate. No statement in this announcement should be interpreted to mean that the profits or earnings per share of (i) the Sword Group as enlarged by the Acquisition, (ii) Sword and / or (iii) Active Risk for current or future financial years will necessarily match or exceed the historical or published profits or earnings per share of Sword or Active Risk, as the case may be.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3:30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3:30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror during the Offer Period. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3:30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Copies of the Scheme Document and the Forms of Proxy will be made available, free of charge, subject to certain restrictions relating to persons in Restricted Jurisdictions, at Active Risk's website at www.activerisk.com until the end of the Offer Period or, if later, the end of any competition reference period.
Neither the content of the website referred to in this announcement nor the content of any website accessible from hyperlinks on Active Risk's website (or any other website) is incorporated into, or forms part of, this announcement.
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