TCM.L Regulatory News (TCM)

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

31 August 2021

RECOMMENDED INCREASED FINAL CASH OFFER

for

TELIT COMMUNICATIONS PLC ("TELIT")

by

TRIESTE ACQUISITIONS HOLDING LIMITED ("BIDCO")

to be effectedby way of a scheme of arrangementunder Part 26 of the Companies Act 2006

Scheme of Arrangement becomes effective

On 18 June 2021, the boards of Telit and Bidco, announced that they had reached an agreement on the terms of a recommended cash offer made by Bidco for the entire issued and to be issued and to be issued ordinary share capital of Telit by Bidco other than the Telit Shares held by funds managed by DBAY (the "Acquisition"), to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

On 26 August 2021 Telit announced that the Court sanctioned the Scheme to effect the Acquisition. Telit is pleased to announce that the Scheme has now become Effective in accordance with its terms, following the delivery of the Court Order to the Registrar of Companies earlier today.

Settlement of Consideration

Under the terms of the Scheme, subject to any valid election for the Alternative Offer, holders of Scheme Shares on the register of members of Telit at the Scheme Record Time (6:00 p.m. (London time) on 27 August 2021) will be entitled to receive 229.5 pence for each Scheme Share held.

Suspension and cancellation of listing and trading

Dealings in Telit Shares were suspended with effect from 7.30 a.m. (London time) today, 31 August 2021. Applications have been made to the London Stock Exchange in relation to the cancellation of the admission to trading of Telit Shares on the AIM market of the London Stock Exchange, which is expected to take place at 7.30 a.m. (London time) tomorrow, 1 September 2021.

Board changes

As the Scheme has now become Effective, Telit announces that Simon Duffy, Gil Sharon, Anthony Dixon, Marco Patuano, Harald Rosch and Yang Yuxiang have tendered their resignations as directors of Telit and will step down from the Board of Telit effective from today's date. Telit further announces that Michael Haxby and Julian Addison have consented to act as directors of Telit and will be appointed to the Board of Telit effective from today's date.

Dealing disclosures

The Company is no longer in an "Offer Period" as defined in the Code and accordingly the dealing disclosure requirements previously notified to investors no longer apply.

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document, a copy of which is available, subject to certain restrictions relating to persons in Restricted Jurisdictions, on Telit's website at: https://www.telit.com/about/investor-relations/possible-offers/.

Enquiries

Telit Communications PLC

Rothschild & Co (Financial adviser under Rule 3 of the Code to Telit)

FinnCap (Financial adviser, Nomad and broker to Telit)

FinElk (Public relations adviser to Telit)

Important notices

Rothschild & Co, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser under Rule 3 of the Code to Telit in connection with the matters set out herein and for no one else and will not be responsible to anyone other than Telit for providing the protections afforded to its clients or for providing advice in relation to the matters set out herein. Neither Rothschild & Co nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with the Scheme Document, any statement contained herein, the Acquisition or otherwise.

FinnCap, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Telit and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Telit for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement. 

Further information

This announcement has been prepared for the purpose of complying with English law and the Takeover Code 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.

This announcement does not constitute a prospectus or prospectus equivalent document.