9 Oct 2015 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
9 October 2015
RECOMMENDED CASH ACQUISITION
for
Densitron Technologies plc ("Densitron Technologies")
by
Quixant plc ("Quixant")
to be effected by means of a Scheme of Arrangementunder Part 26 of the Companies Act 2006
On 25 September 2015, the boards of Quixant and Densitron Technologies announced that they had reached agreement on the terms of a recommended cash acquisition pursuant to which Quixant will acquire the entire issued and to be issued ordinary share capital of Densitron Technologies (the "Acquisition"). The Acquisition is intended to be effected by means of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme").
Densitron Technologies is pleased to announce that a circular in relation to the Scheme (the "Scheme Document") containing, amongst other things, the full terms and conditions of the Scheme, an explanatory statement in relation to the Scheme, an indicative timetable of principal events, notices of the required meetings of Densitron Technologies Shareholders and Voting Scheme Shareholders and details of the action to be taken by each has been published today and is being posted to them.
As described in the Scheme Document, in order to approve the terms of the Acquisition, the Voting Scheme Shareholders will need to vote in favour of the resolution to be proposed at the Court Meeting and Densitron Technologies Shareholders will need to vote in favour of the resolutions to be proposed at the General Meeting. The Scheme will also require the sanction of the Court. Shareholders will shortly also receive the Forms of Proxy required to vote at the Court Meeting and General Meeting. Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to voting.
The Court Meeting and the General Meeting are scheduled to be held at the offices of Bircham Dyson Bell LLP at 50 Broadway, Westminster, London SW1H 0BL on 3 November 2015 with the Court Meeting scheduled to commence at 11.00 a.m. and the General Meeting scheduled to commence at 11.10 a.m. (or as soon thereafter as the Court Meeting has been concluded or adjourned).
Actions to be taken by shareholders are set out within the Scheme Document. Shareholders are asked to complete and return both Forms of Proxy in accordance with the instructions within the Scheme Document as soon as possible, but in any event so as to be received by Densitron Technologies registrars, Capita Asset Services, not later than 48 hours before the relevant meeting (excluding any part of such 48 hour period falling on a weekend or a public holiday in the UK). Shareholders who hold Densitron Technologies Shares in CREST may also appoint a proxy using CREST by following the instructions set out within the Scheme Document. If the blue form of proxy for the Court Meeting is not lodged by the relevant time, it may be handed to the Chairman of the Court Meeting at the Court Meeting. However, in the case of the General Meeting, if the pink form of proxy is not lodged by the relevant time, it will be invalid.
Subject to the approval of Voting Scheme Shareholders at the Court Meeting and Densitron Technologies Shareholders at the General Meeting, the sanction of the Scheme by the Court and the satisfaction or waiver of the other conditions to which the Scheme is subject, it is expected that the Scheme will become effective on 10 November 2015. The expected timetable of principal events for the implementation of the Acquisition is attached as an Appendix to this announcement. If any of the key dates set out in the expected timetable change, an announcement will be made via a Regulatory Information Service.
Shareholders should be aware that on completion of the Acquisition, the Company will become a wholly-owned subsidiary of Quixant and Densitron Technologies Shareholders and Voting Scheme Shareholders should note that if the Scheme is approved at the Meetings and the Acquisition completes, trading in the Densitron Technologies Shares will be cancelled. A request has been made to the London Stock Exchange to cancel trading in the Densitron Technologies Shares on AIM at 7.00am on the business day following the Effective Date without seeking the separate approval of Densitron Technologies Shareholders under Rule 41 of the AIM Rules for Companies.
It is also expected that trading of the Densitron Technologies shares on AIM will be suspended at 7:30 a.m. on 10 November 2015. Following the AIM cancellation, Densitron Technologies Shares will not be quoted on any publicly quoted market in the United Kingdom or elsewhere.
Share certificates in respect of Densitron Technologies Shares will cease to be valid and should be destroyed upon the Scheme taking effect. In addition, entitlements held within CREST to Densitron Technologies Shares will be cancelled upon, or shortly after, the Scheme taking effect. As soon as possible after completion of the Acquisition, it is intended that Densitron Technologies will be re-registered as a private limited company.
If Densitron Technologies Shareholders have any questions about the Scheme Document, the Court Meeting or the General Meeting, or are in any doubt as to how to complete the forms of proxy, they are encouraged to call Capita Asset Services on 0371 664 0321 from within the UK or on + 44 20 8639 3399 if calling from outside the UK. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot give any legal, tax or financial advice or advice on the merits of the Scheme.
Copies of this announcement and the Scheme Document will be available for inspection free of charge, subject to certain restrictions relating to persons in certain overseas jurisdictions, on the Densitron Technologies website at http://www.densitron.com up to and including the Effective Date. The contents of the website referred to in this announcement are not incorporated into, and do not form part of, this announcement.
Capitalised terms used in this announcement (including the Appendix) but not defined have the same meaning as in the Scheme Document.
For further information or enquiries please contact:
IMPORTANT NOTICES
finnCap Ltd, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser to Quixant and no one else in connection with the matters referred to in this Announcement. In connection with these matters, finnCap, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Quixant for providing the protections afforded to the clients of finnCap nor for providing advice in relation to the matters referred to in this Announcement. Westhouse Securities Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Densitron Technologies as financial adviser, nominated adviser and broker and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Densitron Technologies for providing the protections afforded to clients of Westhouse Securities Limited, or for providing advice in connection with the Acquisition or any other matter referred to in this Announcement. This Announcement has been prepared for the purpose of complying with the laws of England and Wales, the Code, the Disclosure and Transparency Rules of the FCA, the AIM Rules and the rules of the London Stock Exchange 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 jurisdictions outside England and Wales.
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 Document or any document by which the Acquisition is made which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document. This Announcement does not constitute a prospectus or prospectus equivalent document. Overseas Shareholders The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. Further details in relation to overseas shareholders will be contained in the Scheme Document. US investors in Densitron Technologies The Acquisition relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Securities Exchange Act of 1934. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of the US proxy solicitation and tender offer rules. However, if Quixant were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer will be made in compliance with all applicable laws and regulations, including the US tender offer rules, to the extent applicable. Restricted Jurisdictions Unless otherwise determined by Quixant 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 form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that 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. 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. The availability of the Acquisition to Densitron Technologies Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.
Cautionary Note Regarding Forward Looking Statements This Announcement contains statements that are or may be deemed to be forward looking with respect to the financial condition, results of operations and business of Densitron Technologies and certain plans and objectives of the Densitron Technologies Board and the Quixant Board accordingly. These forward looking statements can be identified by the fact that they are prospective in nature and do not relate to historical or current facts. These estimates are based on assumptions and assessments made by the Densitron Technologies Board or Quixant in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost-saving", "projects", "goal" or "strategy" or, words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Quixant's or Densitron Technologies' operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Quixant's or Densitron Technologies' business. These forward looking statements are made as at the date of this Announcement and are not guarantees of future financial performance. Except as expressly provided in this Announcement, they have not been reviewed by the auditors of Quixant or Densitron Technologies. Such forward looking statements involve known and unknown 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 hereof. All subsequent oral or written forward looking statements attributable to Quixant or Densitron Technologies or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Quixant or Densitron Technologies disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law. Dealing Disclosure Requirements of the Code Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of Densitron Technologies 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) Densitron Technologies 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 Densitron Technologies 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 per cent. or more of any class of relevant securities of Densitron Technologies or of any securities exchange offeror(s) must make a Dealing Disclosure if the person deals in any relevant securities of Densitron Technologies 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) Densitron Technologies and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code 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 Densitron Technologies or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code. Opening Position Disclosures must also be made by Densitron Technologies and by any offeror and Dealing Disclosures must also be made by Densitron Technologies, by any offeror(s) and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code). 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. Information relating to Densitron Technologies Shareholders Please be aware that addresses, electronic addresses and certain information provided by Densitron Technologies Shareholders, persons with information rights and other relevant persons for the receipt of communications from Densitron Technologies may be provided to Quixant during the offer period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c). If you are in any doubt about the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Market Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. Publication on Website In accordance with Rule 30.4 of the Code, a copy of this Announcement together with all information incorporated into this Announcement by reference to another source will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions on the Quixant or Densitron Technologies websites (www.quixant.com and www.densitron.com respectively) by no later than 12 noon (London time) on the Business Day following the publication of this Announcement. For the avoidance of doubt, the contents of those websites are not incorporated by reference and do not form part of the Scheme Document or this Announcement. Request for Hard Copy In accordance with Rule 30.2 of the Code you may request a hard copy of this Announcement (any information incorporated by reference in this Announcement) by contacting Capita Asset Services, Corporate Actions, 34 Beckenham Road, Beckenham, Kent BR3 4TU on 0371 664 0321 or if calling from outside the UK on +44 (0) 208 639 3399 during business hours or by submitting a request in writing to the aforementioned address. It is important that you note that unless you make a request, a hard copy of this Announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form. Calls to Capita Asset Services are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Capita Asset Services are open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Capita Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. |
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