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Posting of Scheme Document

14 Apr 2020 17:35

RNS Number : 6423J
IndigoVision Group PLC
14 April 2020
 

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

 

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

Posting of Scheme Document

On 17 March 2020, the Boards of Motorola Solutions, Bidco and IndigoVision announced that they had reached agreement on the terms of a recommended cash offer, to be made by Bidco to acquire the entire issued and to be issued share capital of IndigoVision. The Acquisition is intended to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006.

The IndigoVision Directors are pleased to announce that they have today posted to IndigoVision Shareholders a circular in relation to the Acquisition (the "Scheme Document"), setting out, amongst other things, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the actions to be taken by IndigoVision Shareholders, together with the Forms of Proxy for the Court Meeting and the General Meeting.

Furthermore, IndigoVision and Motorola Solutions confirm that they have today also posted appropriate proposals to participants in the IndigoVision Share Plans in accordance with Rule 15 of the Code (the "Rule 15 Proposals").

Capitalised terms in this announcement (the "Announcement"), unless otherwise defined, have the same meanings as set out in the Scheme Document. Copies of this Announcement, the Scheme Document and the Rule 15 Proposals will be available free of charge (subject to certain restrictions relating to persons in Restricted Jurisdictions) on IndigoVision's website at www.indigovision.com/investors and on Motorola Solutions' website at www.motorolasolutions.com/investors up to and including the Effective Date. The contents of these websites are not incorporated into, and do not form part of, this Announcement.

Recommendation

The IndigoVision Directors, who have been so advised by N+1 Singer as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. N+1 Singer are providing independent financial advice to the IndigoVision Directors for the purposes of Rule 3 of the Code and, in providing such advice, have taken into account the commercial assessments of the IndigoVision Directors.

 

Accordingly, the IndigoVision Directors believe that the terms of the Acquisition are in the best interests of IndigoVision Shareholders as a whole and recommend unanimously that IndigoVision Shareholders vote or procure votes in favour of the Resolutions to be proposed at the Court Meeting and the General Meeting, as the IndigoVision Directors have irrevocably undertaken to do (or procure to be done) in respect of their own beneficial holdings.

Notices of the Court Meeting and General Meeting

As detailed further in the Scheme Document, the Scheme is subject to the Conditions. To become effective, the Scheme requires, among other things, that the requisite majorities of Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that the requisite majorities of IndigoVision Shareholders vote in favour of the special resolution to be proposed at the General Meeting.

Notices convening the Court Meeting and the General Meeting for 10.00 a.m. and 10.15 a.m. respectively on 11 May 2020 (or, in respect of the General Meeting, as soon thereafter as the Court Meeting is concluded or adjourned), to be held at Charles Darwin House, Edinburgh Technopole, Milton Bridge, Edinburgh EH26 0PY, are set out in the Scheme Document. Forms of Proxy for use at such Meetings are enclosed with the Scheme Document.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholder opinion. IndigoVision Shareholders are therefore strongly urged to complete, sign and return their Forms of Proxy or appoint a proxy electronically, as soon as possible.

Impact of COVID-19 on the Court Meeting and the General Meeting

IndigoVision is closely monitoring all developments relating to the current COVID-19 pandemic, including the measures mandated or recommended by the UK and Scottish governments regarding public health, public gatherings and travel. IndigoVision considers the health, safety and security of IndigoVision Shareholders and IndigoVision Group employees of paramount importance and will observe all measures related to COVID-19 mandated or recommended by the UK or Scottish governments. At the Last Practicable Date, there is a legal prohibition in Scotland on public gatherings of more than two people, subject to two limited exceptions:

· where the gathering is of a group of people who live together; and

· where the gathering is essential for work purposes, or to fulfil legal obligations (the "Public Gathering Restrictions").

 

As a result of the Public Gathering Restrictions, the IndigoVision Board understands that attendance at the Meetings would not be considered "essential for work purposes" or required to fulfil legal obligations. As a consequence, the IndigoVision Board has concluded that, unless the Public Gathering Restrictions are lifted, IndigoVision Shareholders should not attend the Meetings in person. It is therefore currently intended that the Meetings will be held with only two members of the IndigoVision Board (who are both IndigoVision Shareholders) being present in person so as to constitute a quorum at each Meeting. In line with the recent guidance issued by The Chartered Governance Institute and reviewed by the UK Department for Business, Energy and Industrial Strategy, to ensure the safety of the limited number of people whose attendance is essential and to comply with the Public Gathering Restrictions, no other IndigoVision Shareholders will be permitted access to the Meetings. Although this outcome is highly undesirable, the IndigoVision Board believes that, in the circumstances, there is no alternative to ensure the health, safety and security of attendees and to allow the business of the Meetings to be transacted in accordance with the Public Gathering Restrictions.

Given the Public Gathering Restrictions, it is essential that IndigoVision Shareholders vote by proxy on the Scheme Resolution and the Special Resolution. Accordingly, the IndigoVision Board urges all IndigoVision Shareholders in the strongest possible terms to appoint the chairman of the Court Meeting and the General Meeting as their proxy (either electronically or by post through the printed Forms of Proxy) with their voting instructions. The failure of an IndigoVision Shareholder to do so, in the absence of any intervening change to the Public Gathering Restrictions, will result in that IndigoVision Shareholder being unable to vote on either the Scheme Resolution or the Special Resolution.

IndigoVision Shareholders should also be aware that, in relation to the printed Forms of Proxy, Royal Mail has indicated that it is likely that some areas of the country will experience a reduction in service levels due to absences at their local mail centre or delivery office due to the COVID-19 pandemic. Accordingly, in order to ensure that your vote on the Scheme Resolution and the Special Resolution is registered and counted, the IndigoVision Board recommends that:

· if possible, voting by proxy should be undertaken online or, for eligible IndigoVision Shareholders, through CREST in the manner described below under the headings "Online appointment of proxies" and "Electronic appointment of proxies through CREST"; and

· if voting by proxy is undertaken through submission of the printed Forms of Proxy, these Forms of Proxy should be completed and sent to the Company's registrar, Computershare Investor Services PLC, as soon as possible.

 

The Company will continue to monitor the advice issued by the UK Government and will make further arrangements and contingencies as necessary. The Company will provide any updates on the arrangements for the Meetings on its website at www.indigovision.com/investors.

Cancellation of admission of IndigoVision Shares to trading on AIM

If the Scheme becomes effective in accordance with its terms, it is expected that dealings in IndigoVision Shares will be suspended at the close of business on 15 June 2020 and subsequently IndigoVision Shares will be cancelled from admission to trading on AIM at 7.00 a.m. on 17 June 2020. These dates will depend, among other things, on the date on which the Court sanctions the Scheme. A further announcement will be made in the event that any of these dates change.

Dividend

The preliminary results released by IndigoVision on 5 March 2020 stated that the IndigoVision Board proposed a final dividend of 2 pence per IndigoVision Share for the financial year ended 31 December 2019, subject to approval by IndigoVision Shareholders at the 2020 annual general meeting. IndigoVision Shareholders are reminded, as stated by the IndigoVision Board in the Announcement, in light of the Acquisition, the IndigoVision Board has resolved to withdraw the proposal for the final dividend, conditional upon and with effect from the Effective Date. Accordingly, assuming the Scheme becomes effective, this dividend will not be paid.

Expected Timetable of Principal Events

The current expected timetable of principal events for the implementation of the Scheme is set out below and in the Scheme Document. If any of the key dates set out in the expected timetable changes, an announcement will be made through a Regulatory Information Service.

All times shown in this Announcement are references to London time unless otherwise stated.

Event

Time / date

Latest time for lodging BLUE Form of Proxy for the Court Meeting

10.00 a.m. on 6 May 2020

Latest time for lodging WHITE Form of Proxy for the General Meeting

10.15 a.m. on 6 May 2020

Voting Record Time for the Court Meeting and the General Meeting

6.00 p.m. on 9 May 2020

Court Meeting

10.00 a.m. on 11 May 2020

General Meeting

10.15 a.m. on 11 May 2020

The dates and times below are indicative only and subject to change - please see note (4)

Court Hearing (to sanction the Scheme)

D

Last day of dealings in, and for registration of transfers of, and disablement in CREST of, IndigoVision Shares

D+1

Scheme Record Time

6.00 p.m. on D+1

Suspension of trading of IndigoVision Shares on AIM

close of business on D+1

Effective Date of the Scheme

D+2

Cancellation of admission of IndigoVision Shares to trading on AIM

7.00 a.m. on D+3

Dispatch of cheques and crediting of CREST stock accounts for the Cash Consideration due under the Scheme

No later than D+16

Long Stop Date

 31 August 2020

 

Notes:

(1) The BLUE Forms of Proxy must be lodged by 10.00 a.m. on 6 May 2020 in order to be valid (or, in the case of an adjournment, not later than 48 hours (excluding any part of a day that is not a working day) before the time fixed for the holding of the adjourned Court Meeting). The WHITE Forms of Proxy for the General Meeting must be lodged by 10.15 a.m. on 6 May 2020 in order to be valid (or, in the case of an adjournment, not later than 48 hours (excluding any part of a day that is not a working day) before the time fixed for the holding of the adjourned General Meeting).

(2) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the adjourned Meeting will be 6.00 p.m. on the date two days before the date set for the adjourned Meeting. In the event of an adjournment of the Court Hearing or the General Meeting, or a decision by the IndigoVision Board to propose such an adjournment, IndigoVision will give notice promptly by issuing an announcement through a Regulatory Information Service. If the Meeting is adjourned to a specified date, the announcement will set out the relevant details. If the Meeting is adjourned without at the same time specifying a date for the adjourned meeting, a further announcement will be issued when the new date has been set.

(3) In the event that the Court Meeting concludes after 10.15 a.m. on 11 May 2020, the General Meeting will follow as soon as possible thereafter.

(4) These dates and times will depend, among other things, on the date on which the Court sanctions the Scheme, on whether or when the Conditions are satisfied or, where applicable, waived and on the date of delivery of the office copy of the Court Order to the Registrar of Companies.

(5) The Court Hearing to sanction the Scheme is subject to change and Court and judicial availability. Subject to the preceding sentence, the Court Hearing is currently expected to be held on or around 12 June 2020.

(6) This is the latest date by which the Scheme must be implemented unless IndigoVision and Bidco agree on a later date, subject to the consent of the Panel and, where required, the approval of the Court.

(7) Unless otherwise stated, all references to times are to London time.

(8) Any references to 'D' or to a day or days after 'D' are references to a Business Day.

If any of the indicative dates change or, in the case of the Court Hearing, become known, IndigoVision will give notice of the same by issuing an announcement through a Regulatory Information Service and by publishing the announcement on its 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

Lauren Kettle / 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.

Overseas shareholders

The release, publication or distribution of this Announcement in certain jurisdictions other than the United Kingdom may be restricted by law and the ability of IndigoVision Shareholders who are not resident in the United Kingdom to participate in the Acquisition may be restricted by the laws and/or regulations of those jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their IndigoVision Shares with respect to the Scheme at the Court Meeting or with respect to the Resolution at the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting and/or General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Therefore, any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom, or IndigoVision Shareholders who are not resident in the United Kingdom, should inform themselves of, and observe, any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Motorola Solutions and Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents 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 where to do so would violate the laws in that jurisdiction.

Further details in relation to IndigoVision Shareholders in overseas jurisdictions will be contained in the Scheme Document.

US shareholders

IndigoVision Shareholders in the United States should note that the Acquisition relates to the securities of a company organised under the laws of Scotland and is proposed to be effected by means of a scheme of arrangement under the Companies Act. This Announcement, the Scheme Document and certain other documents relating to the Acquisition have been or will be prepared in accordance with Scots law, the Code and UK disclosure requirements, format and style applicable to a scheme of arrangement, all of which differ from those in the United States. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements of and practices applicable in the United Kingdom under the Code to schemes of arrangement, which differ from the disclosure requirements of the United States tender offer and proxy solicitation rules. However, Motorola Solutions and Bidco reserve the right to implement the Acquisition by means of a Takeover Offer as an alternative to a scheme of arrangement.

The information contained in this Announcement has neither been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon the fairness or merits of the proposal contained in this Announcement or determined the adequacy or accuracy of the information contained herein. Any representation to the contrary is a criminal offence in the United States.

IndigoVision's financial statements, and all financial information that is included in this Announcement or that may be included in the Scheme Document, or any other documents relating to the Acquisition, have been prepared in accordance with International Financial Reporting Standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles. US generally accepted principals differ in certain respects from International Financial Reporting Standards. None of the financial information in this Announcement has been audited in accordance with the auditing standards generally accepted in the US or the auditing standards of the Public Company Accounting Oversight Board of the US.

It may be difficult for US holders of IndigoVision Shares to enforce their rights and any claims they may have arising under US Federal securities laws in connection with the Acquisition, since IndigoVision is organised under the laws of a country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States, and most of the assets of IndigoVision are located outside of the United States. US holders of IndigoVision Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US Federal securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's jurisdiction or judgment.

If Motorola Solutions and Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer would be made in compliance with applicable US securities laws and regulations, including to the extent applicable, Section 14(e) of the US Exchange Act and Regulation 14E thereunder, and in accordance with the Code. Such a Takeover Offer would be made in the United States by Bidco and no one else. Accordingly, the Acquisition would be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.

The receipt of cash pursuant to the Acquisition by an IndigoVision Shareholder in the United States as consideration for the transfer of its IndigoVision Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under any applicable United States state and local income tax laws. Each IndigoVision Shareholder in the United States is urged to consult its independent professional tax or legal adviser immediately regarding the US federal, state and local income and non-income tax consequences of the Acquisition applicable to it, as well as any consequences arising under the laws of any other taxing jurisdiction.

In accordance with normal UK practice and consistent with Rule 14e-5(b) under the US Exchange Act, Bidco, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in IndigoVision outside such a Takeover Offer during the period in which such a Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would occur outside the US either in the open market at prevailing prices or in private transactions at negotiated prices and would comply with applicable law, including to the extent applicable, the US Exchange Act and the Code. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service of the London Stock Exchange and will be available on the London Stock Exchange website at http://www.londonstockexchange.com/prices-and-news/prices-news/home.htm . This information will be publicly disclosed in the US to the extent that such information is made public in the UK.

Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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 p.m. (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange 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 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. 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 securities exchange offeror(s), 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 p.m. (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 securities exchange 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 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.

Forward-looking statements

This Announcement contains certain statements in relation to Motorola Solutions, Bidco and IndigoVision that are, or may be deemed to be, "forward-looking statements" which are prospective in nature. All statements other than statements of historical fact, are or may be deemed to be, forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and are therefore subject to known and unknown risks and uncertainties which could cause actual results, performance or events to differ materially from the future results, performance or events expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "targets", "aims", "projects", "goal", "objective", "outlook", "risks", "seeks" or words or terms of similar substance or the negative thereof, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might", "probably" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

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, which speak only as of the date of this Announcement. Each of the Motorola Solutions, Bidco and IndigoVision and their respective members, directors, officers, employees, advisers and any person acting on behalf of one or more of them, expressly disclaims any intention or obligation to update or revise any forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except as required by applicable law. Neither Motorola Solutions, Bidco nor IndigoVision nor their respective members, directors, officers or employees, advisers or any person acting on their behalf, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur.

No forward-looking or other statements have been reviewed by the auditors of Motorola Solutions, Bidco or IndigoVision. All subsequent oral or written forward-looking statements attributable to Motorola Solutions, Bidco or IndigoVision or their respective members, directors, officers, advisers or employees or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.

No profit forecasts

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Motorola Solutions or IndigoVision for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Motorola Solutions or IndigoVision.

Publication on 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.

Requesting hard copy documents

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 4040 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.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by IndigoVision Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from IndigoVision may be provided to Motorola Solutions or Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Rounding

Certain figures in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown in certain tables may not be an arithmetic aggregation of the figures that precede them.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, IndigoVision confirms that as at the date of this Announcement, it has in issue and admitted to trading on AIM 7,337,940 ordinary shares of £0.01 each (excluding any Treasury Shares). The International Securities Identification Number (ISIN) for IndigoVision Shares is GB0032654534.

General

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.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
END
 
 
SOAFLFVRSLISLII
Date   Source Headline
16th Jun 20204:31 pmRNSCompletion of Acquisition by Bidco
16th Jun 20207:30 amRNSSuspension - IndigoVision Group Plc
15th Jun 20204:50 pmRNSForm 8.3 - IndigoVision Group plc
15th Jun 20201:20 pmRNSForm 8.5 (EPT/RI) IndigoVision group
15th Jun 202011:30 amRNSForm 8 (DD) - IndigoVision Group PLC
15th Jun 202011:28 amRNSForm 8 (DD) - IndigoVision Group PLC
12th Jun 20204:00 pmRNSDirector/PDMR Share Dealing
12th Jun 20202:35 pmRNSCourt Sanction of Scheme of Arrangement
9th Jun 20205:30 pmRNSIndigoVision Group
28th May 20204:18 pmRNSNotice of Court Hearing
27th May 20209:51 amRNSForm 8.5 (EPT/RI) IndigoVision Group
26th May 20202:20 pmRNSDirector's Dealing
26th May 202010:47 amRNSForm 8.5 (EPT/RI)
21st May 202012:52 pmRNSResult of resolutions passed at AGM
21st May 20207:00 amRNSAGM Trading Update
20th May 202010:10 amRNSForm 8.5 (EPT/RI) IndigoVision Group
19th May 20209:19 amRNSForm 8.5 (EPT/RI)
14th May 202010:58 amRNSForm 8.5 (EPT/RI) IndigoVision Group
12th May 20209:11 amRNSForm 8.3 - IndigoVision Group PLC
11th May 20203:00 pmRNSResults of Court Meeting and General Meeting
11th May 202011:40 amRNSForm 8.5 (EPT/RI) IndigoVision Group Plc
27th Apr 20202:30 pmRNS2019 Annual Report
27th Apr 202011:54 amRNSForm 8.5 (EPT/RI) Indigovision
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22nd Apr 202011:36 amRNSForm 8.5 (EPT/RI)
17th Apr 202011:39 amRNSForm 8.5 (EPT/RI)
14th Apr 20205:35 pmRNSPosting of Scheme Document
14th Apr 20209:49 amRNSForm 8.5 (EPT/RI) IndigoVision Group
9th Apr 202010:10 amRNSForm 8.5 (EPT/RI) IndigoVision Group
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3rd Apr 20204:25 pmRNSHolding(s) in Company
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2nd Apr 20203:50 pmPRNForm 8.3 Amendment IndigoVision Plc
2nd Apr 20203:48 pmPRNForm 8.3 Amendment IndigoVision Plc
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2nd Apr 20202:50 pmPRNHolding(s) in Company
2nd Apr 202011:42 amRNSForm 8.5 (EPT/RI)
2nd Apr 202011:06 amRNSHolding(s) in Company
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1st Apr 202011:10 amRNSForm 8.5 (EPT/RI) IndigoVision Group
1st Apr 20209:31 amRNSForm 8.3 - IndigoVision Group PLC
31st Mar 202010:27 amRNSForm 8.3 -IndigoVision Group PLC
31st Mar 20209:10 amRNSForm 8.3 - IndigoVision Group PLC

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