11 Apr 2023 08:17
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
11 APRIL 2023
RECOMMENDED CASH ACQUISITION
OF
ADEPT TECHNOLOGY GROUP PLC ("AdEPT")
BY
THETIS BIDCO LIMITED ("BIDCO")
a member of the Wavenet Group
to be effected by means of a Court-sanctioned scheme of arrangementunder Part 26 of the Companies Act 2006
Scheme Effective
On 8 February 2023, the boards of AdEPT and Bidco announced that they had reached agreement on the terms of a recommended all cash acquisition pursuant to which Bidco will acquire the entire issued and to be issued share capital of AdEPT (the "Acquisition"). The Acquisition is to be effected by means of a Court-sanctioned scheme of arrangement between AdEPT and relevant AdEPT Shareholders under Part 26 of the Companies Act (the "Scheme"). On 22 February 2023, AdEPT published and posted a circular in relation to the Acquisition (the "Scheme Document").
Capitalised terms used in this announcement shall, unless otherwise defined, have the meanings set out in Part Eight of the Scheme Document.
Further to the announcement made by AdEPT on 5 April 2023 that the Court had sanctioned the Scheme, AdEPT and Bidco are pleased to announce that, following the delivery of a copy of the Court Order to the Registrar of Companies earlier today, the Scheme has now become Effective and, accordingly, Bidco is now the owner of all of the Scheme Shares.
Settlement
Scheme Shareholders on the register at the Scheme Record Time, being 6.00 p.m. on 6 April 2023, will receive 201 pence in cash for each Scheme Share.
The latest date for the dispatch of cheques to Scheme Shareholders and settlement through CREST for Consideration due under the terms of the Scheme is 25 April 2023.
As a result of the Scheme having become Effective, share certificates in respect of AdEPT Shares have ceased to be valid evidence of title and entitlements to AdEPT Shares held in uncertificated form in CREST have been cancelled.
Suspension and cancellation of admission to trading on AIM
Dealings in AdEPT Shares were suspended with effect from 7.30 a.m. today. An application has been made to the London Stock Exchange for the cancellation of the admission to trading of the AdEPT Shares on AIM, which is expected to take effect from 7.00 a.m. on 12 April 2023.
Director changes
As envisaged in the Scheme Document, each of the Non-Executive AdEPT Directors has resigned as an AdEPT Director with effect from the Scheme becoming Effective. Each of the AdEPT Executive Directors has also resigned as an AdEPT Director with effect from the Scheme becoming Effective. Emily Wise and Venetia Cooper have been appointed as directors of AdEPT with effect from today.
Dealing disclosures
AdEPT is no longer in an "Offer Period" as defined in the Code and accordingly the dealing disclosure requirements previously notified to investors no longer apply.
Shareholder Helpline
If you are an AdEPT Shareholder and you have any questions relating to this announcement, please contact Computershare on 0370 889 3192. Lines are open between 8:30 a.m. and 5:30 p.m. Monday to Friday (excluding English and Welsh public holidays). Calls will be charged at the applicable national or international rates as the case may be. Different charges may apply to calls from mobile telephones. Please note that calls may be monitored or recorded and Computershare cannot provide legal, tax or financial advice or advice on the merits of the Acquisition or the Scheme.
Other
All references to times in this announcement are to London time.
Enquiries
AdEPT Technology Group plc Ian Fishwick (Chairman)Phil Race (Chief Executive Officer)
| +44 (0)34 4557 7200 |
Houlihan Lokey UK Limited (Financial Adviser and Joint Rule 3 Adviser to AdEPT)James Craven Tim Richardson Declan O'Connor
| +44 (0)20 7839 3355 |
Singer Capital Markets Advisory LLP (Nominated Adviser, Joint Rule 3 Adviser and Broker to AdEPT) Shaun Dobson Alaina Wong Sandy Fraser
| +44 (0)20 7496 3000 |
Belvedere Communications (Public Relations Adviser to AdEPT) Cat Valentine | +44 (0)20 3008 6864
|
|
|
Wavenet and Bidco Bill Dawson (Chief Executive Officer) Venetia Cooper (Chief Financial Officer) | +44 (0)121 794 1415 |
|
|
Cardean Bell Ltd (Financial Adviser to Bidco)Peter Bell Michael Shaw
| +44 (0)20 3982 5035 |
MarchHarvey Ltd (Financial Adviser to Bidco) Oliver Levy | +44 (0)20 7289 8121 |
|
|
Cripps LLP is acting as legal adviser to AdEPT.
Travers Smith LLP is acting as legal adviser to Bidco.
Important notices
Houlihan Lokey UK Limited ("Houlihan Lokey"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to AdEPT and for no one else in connection with the Acquisition and will not be responsible to anyone other than AdEPT for providing the protections afforded to clients of Houlihan Lokey for providing advice in relation to the Acquisition, the contents of this announcement or any other matters referred to in this announcement. Neither Houlihan Lokey nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Houlihan Lokey in connection with this announcement, any statement contained herein or otherwise.
Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to AdEPT and for no one else in connection with the Acquisition and will not be responsible to anyone other than AdEPT for providing the protections afforded to clients of Singer Capital Markets for providing advice in relation to the Acquisition, the contents of this announcement or any other matters referred to in this announcement. Neither Singer Capital Markets nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Singer Capital Markets in connection with this announcement, any statement contained herein or otherwise.
Cardean Bell Ltd ("Cardean Bell"), which is an Appointed Representative of Sturgeon Ventures LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"), is acting as financial adviser to Bidco and for no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Cardean Bell in relation to the Acquisition, the contents of this announcement or any other matters referred to in this announcement. Neither Cardean Bell nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Cardean Bell in connection with this announcement, any statement contained herein or otherwise.
MarchHarvey Ltd ("March Harvey"), which is an Appointed Representative of Kroll Securities Ltd, which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to Bidco and for no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of March Harvey in relation to the Acquisition, the contents of this announcement or any other matters referred to in this announcement. Neither March Harvey nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of March Harvey in connection with this announcement, any statement contained herein or otherwise.