Pre-emption Offers to Shareholders
SERCO GROUP PLC
Countries where registered: England
(Company Number 02048608)
RIGHTS ISSUE OF 549,265,547 NEW ORDINARY SHARES OF 2P EACH AT A PRICE OF 101P PER NEW ORDINARY SHARE ON THE BASIS OF 1 NEW ORDINARY SHARE FOR EVERY 1 ORDINARY SHARE ALREADY HELD
This notice is given under section 562(3) of the Companies Act 2006 to each registered holder of ordinary shares of 2p each (the “Ordinary Shares”) in Serco Group plc (the “Company”) on the register at the close of business on 26 March 2015 (the “Record Date”) who has no registered address in an EEA State and who has not given to the Company an address in an EEA State for the service of notices on them (each a “Relevant Shareholder”).
This notice is given in connection with the offer by way of rights (the “Rights Issue”) of 549,265,547 new Ordinary Shares (the “New Ordinary Shares”) at a price of 101 pence per New Ordinary Share on the basis of 1 New Ordinary Share for every 1 Ordinary Share held by the Company’s shareholders on the register at the Record Date. The New Ordinary Shares, when fully paid, will rank pari passu in all respects with all other Ordinary Shares in the Company, including the right to receive all dividends or other distributions made, paid or declared after the date of the Prospectus (as defined below).
The following documents (being copies of documents despatched to holders of Ordinary Shares (other than certain Relevant Shareholders)) issued in connection with, and constituting, the Rights Issue may be inspected or (subject as provided below) obtained, on personal application by or on behalf of a Relevant Shareholder, from Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA during usual business hours on any weekday (public holidays excepted) until 11.00 a.m. (London Time) on 16 April 2015:
(a) a circular, dated 12 March 2015, comprising a prospectus (the “Prospectus”) published in accordance with the prospectus rules of the Financial Conduct Authority made under section 73A of the Financial Services and Markets Act 2000; and
(b) a provisional allotment letter (the “Provisional Allotment Letter”) (whether or not the Relevant Shareholder holds Ordinary Shares in certificated form) in respect of the New Ordinary Shares provisionally allotted to such Relevant Shareholder under the Rights Issue, provided that a Provisional Allotment Letter may only be obtained on the production of evidence of entitlement. In addition, if for any reason a Relevant Shareholder has received an original provisional allotment letter despatched on 30 March 2015, the Provisional Allotment Letter may only be obtained if the original so despatched is first surrendered to Equiniti at the above address.
The Rights Issue is conditional upon the matters set out in the Prospectus (including the ordinary resolution being passed at the general meeting of the Company to be held on 30 March 2015).
Relevant Shareholders’ attention is drawn to paragraph 2.6 of Part III (Terms and Conditions of the Rights Issue) of the Prospectus relating to overseas shareholders and their ability to accept New Ordinary Shares pursuant to the Rights Issue.
Registered office:
Serco House
16 Bartley Wood Business Park
Bartley Way
Hook
Hampshire RG27 9UY
By Order of the Board
David Eveleigh
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 Rights Issue. Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any nil paid rights, fully paid rights and/or 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 Serco Group plc’s website at www.serco.com, provided that the Prospectus is not available, whether through the website or otherwise, subject to certain exceptions, to Relevant Shareholders in the United States, Canada, Hong Kong, Japan, the People’s Republic of China (excluding Hong Kong, Macau and Taiwan), South Africa and any other jurisdictions where the extension and availability of the Rights Issue would breach any applicable law.
Publication Date: 30 March 2015
