28 May 2020 16:18
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 OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE 28 May 2020
RECOMMENDED CASH ACQUISITION
of
IndigoVision Group plc ("IndigoVision")
By
Motorola Solutions International Holding Limited ("Bidco")
a wholly owned subsidiary of Motorola Solutions, Inc. ("Motorola Solutions")
to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
NOTICE OF COURT HEARING
Further to IndigoVision's announcements on 14 April 2020 and 11 May 2020, the boards of IndigoVision and Bidco are pleased to announce that the Court Hearing has been scheduled for 12 June 2020.
An updated expected timetable of principal events is set out below.
Expected Timetable of Principal Events
The following indicative timetable sets out the expected dates for implementation of the Scheme.
The following dates and times associated with the Scheme may be subject to further change. IndigoVision will give adequate notice of any further updates or changes to these dates and times, when known, by issuing a further announcement through a Regulatory Information Service. See also note (1) below.
Court Hearing | 9.00 a.m. on 12 June 2020 (2) |
Grant of Court Order | 12 June 2020 |
Last day of dealings in, and for registration of transfers of, IndigoVision Shares | 15 June 2020 |
Disablement in CREST of IndigoVision Shares | 6.00 p.m. on 15 June 2020 |
Scheme Record Time | 6.00 p.m. on 15 June 2020 |
Suspension of trading in IndigoVision Shares on AIM | 7.30 a.m. on 16 June 2020 |
Effective Date of the Scheme | 16 June 2020 (3) |
Cancellation of the admission to trading of IndigoVision Shares on AIM | 7.00 a.m. on 17 June 2020 |
Despatch of cheques and crediting of CREST accounts for the cash consideration due under the Scheme | within 14 days of the Effective Date |
Long Stop Date | 31 August 2020 (4) |
Notes:
(1) The dates and times given are indicative only, are based on current expectations and may be subject to change. References to times are to London time, unless otherwise stated. If any of the times and/or dates above change, the revised times and/or dates will be announced via a Regulatory Information Service.
(2) Reference should be made to the latest coronavirus (COVID-19) information published by the Scottish Courts and Tribunals Service ("SCTS") in relation to attendance at the Court Hearing, which is available at https://www.scotcourts.gov.uk/coming-to-court/attending-a-court/coronavirus.
(3) The Scheme becomes effective pursuant to its terms on delivery of the Court Order to the Registrar of Companies. The Court Order is expected to be delivered to the Registrar of Companies on 16 June 2020, at which time the Scheme will become Effective. The events which are stated as occurring on subsequent dates, including the crediting of CREST accounts, are conditional on the Effective Date and operate by reference to this time.
(4) This is the latest date by which the Scheme may become Effective. However, the Long Stop Date may be extended to such later date as Bidco and IndigoVision may, with the consent of the Panel, agree and, if required, the Court may allow.
General
Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Scheme document sent to IndigoVision Shareholders on 14 April 2020, a copy of which, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, is available on the IndigoVision website at www.indigovision.com/investors.
Enquiries:
Motorola Solutions/Bidco | |
Media Contacts; Brittany Kelly | +1 224 246 3914 |
Investor Contacts: Tim Yocum | +1 847 576 6899 |
finnCap (financial adviser to Motorola Solutions/Bidco) |
+44 (0) 207 220 0500 |
Stuart Andrews / Marc Milmo / Kate Washington | |
IndigoVision Group plc |
+44 (0) 131 475 7200 |
Pedro Simoes / Chris Lea | |
N+1 Singer (Rule 3 adviser, Nominated Adviser and Broker to IndigoVision) |
+44 (0) 207 496 3000 |
Mark Taylor / Ben Farrow / Amanda Gray |
Winston & Strawn LLP are retained as legal advisers to Motorola Solutions and Bidco. Shepherd and Wedderburn LLP are retained as legal advisers to IndigoVision.
Further information
finnCap Ltd, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Motorola Solutions and Bidco and no-one else in connection with the Acquisition and will not be responsible to anyone other than Motorola Solutions and Bidco for providing the protections afforded to clients of finnCap nor for providing advice in relation to the Acquisition or any other matter referred to in this Announcement.
N+1 Singer, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser and nominated adviser to IndigoVision and no-one else in connection with the Acquisition and will not be responsible to anyone other than IndigoVision for providing the protections afforded to clients of N+1 Singer nor for providing advice in connection with the Acquisition or any other matter referred to in this Announcement.
This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities pursuant to the Acquisition or otherwise. The Acquisition will be made solely by means of the Scheme which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition.
This Announcement has been prepared for the purposes of complying with English law, Scots law, the 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 any jurisdiction outside the United Kingdom.
This Announcement does not constitute a prospectus or prospectus exempted document.
No person should construe the contents of this Announcement as legal, financial or tax advice and any interested person should consult its own adviser in connection with such matters.
Publication on a website
Pursuant to Rule 26.1 of the Code, a copy of this Announcement and other documents in connection with the Scheme will, subject to certain restrictions, be available for inspection on www.motorolasolutions.com/investors and www.indigovision.com/investors no later than 12 noon (London time) on the Business Day following this Announcement. The contents of the websites referred to in this Announcement are not incorporated into, and do not form part of, this Announcement.
Request for hard copy
If you have received this Announcement in electronic form or by it being published on IndigoVision's website, you can obtain a hard copy of this Announcement by contacting Computershare Investor Services PLC at Corporate Actions Projects, Bristol, BS99 6AH or by telephoning +44 (0)370 707 1088 or by e-mailing IR@indigovision.com. You will not receive a hard copy of this Announcement unless you so request. You may also inform Computershare Investor Services PLC that you wish all future documents, announcements and information in relation to the Acquisition be sent to you in hard copy.
Important Information
If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.