Last checked at 23 Mar 2011 07:01
Vislink plc (the "Company")
Proposed return of capital of up to £5 million by way of a Tender Offer
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OF INDIRECTLY, IN OR INTO THE UNITED STATES, Canada, Australia, South Africa and Japan and any other jurisdiction IN WHICH THE SAME WOULD BE UNLAWFUL (EACH A "RESTRICTED JURIDISCTION")
THE TENDER OFFER IS NOT AVAILABLE TO SHAREHOLDERS WITH A REGISTERED ADDRESS IN ANY RESTRICTED JURISDICTION. OVERSEAS SHAREHOLDERS SHOULD NOTE THAT THEY SHOULD SATISFY THEMSELVES THAT THEY HAVE FULLY OBSERVED ANY APPLICABLE LEGAL REQUIREMENTS UNDER THE LAWS OF THEIR RELEVANT JURISDICTION IF THEY TENDER SHARES IN THE TENDER OFFER. THE ATTENTION OF SHAREHOLDERS WITH REGISTERED ADDRESSES OUTSIDE THE UNITED KINGDOM IS DRAWN TO THE PARAGRAPH HEADED "OVERSEAS SHAREHOLDERS" IN PART II OF THE CIRCULAR.
The Company is pleased to announce that it is today publishing a circular (the "Circular") to shareholders of the Company (the "Shareholders") detailing a proposed tender offer pursuant to which Evolution Securities Limited ("Evolution") will purchase up to 24,691,358 ordinary shares of 2.5 pence each in the Company (the "Shares") representing approximately 17.8 per cent. of the current issued share capital of the Company at a price of 20.25 pence per Share (being the closing mid-market price of the Shares on 22 March 2011, the last dealing day before the date of this announcement) (the "Tender Offer"). The Company will then repurchase such Shares from Evolution for cancellation (the "Repurchase").
Terms used in this announcement shall have the meaning ascribed to them in the Circular unless otherwise stated.
If the maximum number of Shares under the Tender Offer and Repurchase are acquired, this will result in an amount of £5 million being paid to Qualifying Shareholders.
The authorisation of the Repurchase and accordingly, the implementation of the Tender Offer requires, inter alia, the approval of Shareholders. Therefore, attached to the Circular is a notice of a general meeting of the Company to be held 10.00 a.m. on 8 April 2011 at the offices of the Company at Marlborough House, Charnham Lane, Hungerford, Berkshire RG17 0EY.
The Circular will be posted to shareholders today and a copy of the Circular (including the notice) will be submitted today to the National Storage Mechanism and will shortly be available for inspection at www.Hemscott.com/nsm.do.
The Circular will shortly be available to view on the Company's website (www.vislink.com), and will be available for inspection at the offices of Pinsent Masons LLP, 30 Crown Place, London EC2A 4ES during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted).
23 March 2011
For further information, please contact:
Duncan Lewis, Chief Executive +44 (0) 14 88 68 55 00
James Trumper, Group Finance Director +44 (0) 14 88 68 55 00
Charlie Jack, Hudson Sandler +44 (0) 20 77 96 41 33
About Vislink plc
Vislink plc is a global technology business specialising in secure communications and services for the news & entertainment and law enforcement & public safety markets. The Company has two international business units serving these markets with manufacturing operations in the UK and the USA.
The Company's strategic focus is the design, manufacture, sale, installation and maintenance of wireless, video and IP technologies together with the supporting management systems. Vislink products include microwave radio, satellite transmission and wireless camera systems.
Headquartered in the UK with operations in the USA, Dubai, and Singapore the Company employs over 200 people worldwide. The Company is fully listed on the London Stock Exchange (LSE:VLK).
For further information, please visit www.vislink.com.
Forward looking statements
Certain statements in this report are forward-looking. Although the Group believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. Because these statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by these forward-looking statements. The Group undertakes no obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.