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 THAT JURISDICTION

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER WILL BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

18 March 2021

Telit Communications PLC

Statement re DBAY Advisors Limited ("DBAY")

Introduction

On 15 December 2020 DBAY confirmed it had no intention of making an offer for Telit Communications PLC ("Telit" or the "Company"). As a result of that announcement, DBAY was bound by the restrictions imposed by Rule 2.8 of the Code (the "Restrictions") for a period of six months. The six-month period prescribed by Rule 2.8 of the Code ends on 16 June 2021 (the "Restricted Period").

In accordance with Note 2 on Rule 2.8, the Restrictions were capable of being set aside at any point in the Restricted Period in certain circumstances, including with the consent of the Board of Telit.

Request from DBAY

Telit notes the recent media speculation and confirms it received a request from DBAY to be released from the Restrictions to allow DBAY to undertake a period of limited confirmatory due diligence in order to submit an indicative proposal for Telit on behalf of funds it manages or advises.

The Board of Telit considered the request together with its financial adviser, Rothschild & Co, and agreed to release DBAY from the Restrictions (on the basis set out below).

Shareholders are reminded that there can be no certainty that any offer will be made, nor as to the terms on which any offer will be made.

DBAY confirmed on 9 February 2021 that funds managed or advised by it were interested in 34,970,165 Telit shares, representing 26.02% of the current issued share capital of the Company.

A further announcement will be made when appropriate.

The person responsible for arranging the release of this announcement on behalf of Telit is Eyal Shefer (Chief Financial Officer).

Takeover Code Note

In accordance with Paragraph 3 of Practice Statement 28, published by the Panel Executive and entitled "Rules 2.8 and 35.1 - Entering Into Talks During a Restricted Period", until such time as the Restricted Period has expired, there is no requirement to specify a deadline by which DBAY must either announce a firm intention to make an offer in accordance with Rule 2.7 of the Code or to announce that it does not intend to make such an offer. This is because DBAY remains subject to the Restrictions until the end of the Restricted Period and, as a result, Telit is able to terminate the discussions with DBAY at any time, at which point the Restrictions would be re-imposed on DBAY for the remainder of the Restricted Period and Telit would announce the same. However, if, at the expiry of the Restricted Period, discussions between the parties are still ongoing and DBAY has not announced (i) its firm intention to make an offer in accordance with Rule 2.7 of the Code or (ii) that it does not intend to make such an offer, then the Board of Telit, in accordance with the Code, will announce the date and time by which it must do so, which will be 5.00 pm on the 28th day following the end of the Restricted Period, being 14 July 2021.

Enquiries:

About Telit Communications PLC

Telit (AIM: TCM), is a global leader in Internet of Things (IoT) enablement, with an extensive portfolio of wireless connectivity modules, software platforms and global IoT connectivity services, empowering hundreds of millions of connected 'things' to date, and trusted by thousands of direct and indirect customers, globally. With over two decades of IoT innovation experience, Telit continues to redefine the boundaries of digital business, by delivering secure, integrated end-to-end IoT solutions for many of the world's largest brands, including enterprises, OEMs, system integrators and service providers across all industries, enabling them to simplify, connect and manage IoT at any scale. 

Notice related to financial advisers

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority 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.

FinnCap Ltd ("FinnCap"), which is authorised and regulated by the Financial Conduct Authority 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.

Disclosure requirements of the Code

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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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, 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 (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 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 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.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.Telit.com by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Rule 2.9 information

In accordance with Rule 2.9 of the Code, Telit confirms that as at the close of business on 17 March 2021 its issued share capital consisted of 134,389,782 ordinary shares of 1 pence each (excluding shares held in treasury). The International Securities Identification Number for Telit's ordinary shares is GB00B06GM726.

Additional Information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted. The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of Telit who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of Telit who are not resident in the United Kingdom will need to inform themselves about, and observe any applicable requirements.