3 Apr 2017 12:30
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
3 April 2017
RECOMMENDED CASH OFFER
for
SEPURA PLC
by
Project Shortway Limited, a wholly-owned subsidiary of
HYTERA COMMUNICATIONS CORPORATION LIMITED
Update to letter of intent
On 16 January 2017 the board of Sepura plc published a circular (the "Scheme Document") in relation to the recommended cash offer by Project Shortway Limited (a wholly-owned subsidiary of Hytera Communications Corporation Limited) for the entire issued and to be issued ordinary share capital of Sepura (the "Acquisition"). The Scheme Document disclosed that Alphagen Capital Limited had provided Hytera with a letter of intent in favour of the Acquisition in respect of 36,423,615 Sepura Shares (representing, in aggregate, approximately 9.84 per cent. of the Sepura Shares in issue as at 12 January 2017) (the "Letter of Intent").
Pursuant to the requirements of Rule 2.10, Hytera announces that it has been informed that Alphagen Capital Limited is no longer able to comply with the residual commitments in the Letter of Intent following a transfer of the management of the relevant Sepura Shares. Henderson Global Investors (Holdings) Limited ("Henderson") and Lombard Odier Asset Management (Europe) Limited ("Lombard Odier") have entered into an agreement whereby the management of certain funds (including those listed in Schedule 2 of the Letter of Intent) have been transferred from affiliates of Henderson to affiliates of Lombard Odier. Accordingly, Alphagen Capital Limited is no longer able to comply with the residual commitments set out in the Letter of Intent.
Unless stated otherwise, defined terms used in this announcement have the meanings given in the Scheme Document.
Publication on website and availability of hard copies
In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Hytera's website at www.hytera.com by no later than 12:00 noon on the Business Day following this Announcement. Neither the contents of this website nor the content of any other website accessible from hyperlinks on such website is incorporated into, or forms part of, this Announcement.
In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this Announcement, free of charge, by contacting Smith Square Partners on +44 (0) 20 3696 7260. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.
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 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 pm on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm 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 per cent. 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, 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 pm 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 Takeover 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 Takeover 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.