FST.L Regulatory News (FST)

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29 August 2019

Frontier Smart Technologies Group Ltd ("Frontier" or the "Company")

Response to Science Group Statement

The Board of Frontier notes the announcement released by Science Group plc ("Science Group") at 7am on 28 August 2019 confirming that on 27 August 2019, Science Group purchased 8,062,745 ordinary shares in the capital of the Company ("Ordinary Shares") at a price of 25 pence per share; and that, following these purchases, and subsequent to Science Group's subscription for new Ordinary Shares which were yesterday admitted to trading on AIM, Science Group holds a total of 31,510,176 Ordinary Shares, equivalent to 70.3% per cent. of the voting share capital of Frontier. 

The Board of Frontier is also pleased to confirm that Science Group has now re-started discussions with Frontier to effect a statutory merger ("Merger") pursuant to which, inter alia, each Ordinary Share issued and outstanding immediately prior to the effective time of the Merger (excluding those Ordinary Shares already owned by Science Group and those Ordinary Shares held by holders who are entitled to dissenter rights and object to the Merger under Section 238 of the Companies Law) will be converted into the right to receive 25 pence in cash per Ordinary Share.

In the opinion of the Frontier Board, given the size of Science Group's holding and recognising the voting arithmetic, it is highly likely that the Merger would be successfully approved at a general meeting of the Company and it is therefore in the interests of all stakeholders to bring matters to a swift conclusion. Accordingly, assuming that the detailed terms of the Merger are agreed between the parties, the Frontier Board's current intention is to recommend the Merger on the terms set out in the Science Group announcement.

The Frontier Directors also note that the share trading facility, provided in the market through Panmure Gordon on behalf of Science Group at a price of 25p per Ordinary Share, is stated to remain open until 6 September 2019. The current intention of the Frontier Directors is to sell their personal holdings of Ordinary Shares via the share trading facility.

The Frontier Directors invite those Frontier shareholders who have the benefit of a live share trading account to consider the merits of selling their Ordinary Shares via the share trading facility versus having their Ordinary Shares acquired under the Merger; bearing in mind on the one hand that an on-market share trade will attract dealing costs (which may be significant in the context of the capital value of smaller shareholdings) and on the other hand that settlement of the cash proceeds under the Merger will only take place once the Merger has been approved at a general meeting and has completed, which is likely to be in October / November 2019.

Frontier shareholders who are in any doubt about the action they should take are recommended to seek their own independent financial advice from an authorised financial intermediary.

Further announcement(s) will be made as and when appropriate.

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About Frontier Smart Technologies Group Limited

Frontier Smart Technologies is a pioneer in technologies for Digital Radio and Smart IoT devices. The Group's customers include many leading consumer audio brands: Bose, Denon, harman/kardon, JBL, Onkyo, Panasonic, Sony, Yamaha, Altec Lansing, Blaupunkt, Grundig, Hama, Klipsch, Marshall, Pioneer, Pure, Roberts, TechniSat, Teufel and many more. Established in 2001, the Group is headquartered in London, with engineering, sales and operations teams in Cambridge, Timisoara (Romania), Hong Kong and Shenzhen. For more information, see frontiersmart.com.