7 Jul 2023 10:33
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
7 July 2023
RECOMMENDED CASH OFFER
for
XPEDIATOR PLC
by
DLM BIDCO LIMITED
a newly incorporated entity to be indirectly owned by (i) funds advised by BaltCap, (ii) Cogels Investments and (iii) Nuoma IR Kapitalas, as members of the Consortium, effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006 (the "Scheme")
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
On 6 April 2023, the boards of Xpediator plc ("Xpediator") and DLM Bidco Limited ("Bidco") announced that they had reached agreement on the terms of a recommended cash offer by Bidco for the entire issued and to be issued ordinary share capital of Xpediator (the "Offer"). The Offer was to be effected by means of the Scheme. A circular in relation to the Scheme was published by Xpediator on 4 May 2023 (the "Scheme Document").
Capitalised terms in this announcement, unless otherwise defined, have the same meaning as set out in the Scheme Document and all references to times in this announcement are to London time unless otherwise stated.
On 7 June 2023, the relevant Xpediator Shareholders approved the Scheme and certain matters relating to its implementation at, respectively, the Court Meeting and General Meeting. On 6 July 2023, Xpediator announced that the High Court of Justice had sanctioned the Scheme at the Court Sanction Hearing held earlier on the same date.
Xpediator is pleased to announce that following the delivery of a copy of the Court Order (together with a copy of the Scheme and all documents required to be annexed thereto) to the Registrar of Companies today, the Scheme has now become Effective in accordance with its terms and the entire issued share capital of Xpediator is owned or controlled by Bidco.
Additionally, as a result of the Scheme becoming Effective:
· Gillian Wilmot CBE, Rob Riddleston and Charles McGurin have resigned as non-executive directors of the board of Xpediator and Mike Stone has resigned as an executive director of the board of Xpediator; and
· Justas Veršnickas has been appointed as a director of the board of Xpediator.
Settlement
Scheme Shareholders on the register of members of Xpediator at the Scheme Record Time, being 6.00 p.m. on 6 July 2023, will be entitled to receive 42 pence in cash for each Scheme Share held or the Loan Note Alternative, in respect of those Scheme Shares held by them at the Scheme Record Time in relation to which a valid Loan Note Election has been made.
Xpediator Shareholders on the register of members of Xpediator at the Scheme Record Time will be entitled to receive a Special Dividend of 2 pence in cash for each Xpediator Share held.
Settlement of the consideration to which any Xpediator Shareholder is entitled in respect of the Offer or the Special Dividend will be effected within 14 days of this announcement, being 21 July 2023.
Suspension and cancellation of trading of Xpediator Shares on the AIM market
As previously announced, dealings in Xpediator Shares were suspended with effect from 7.30 a.m. this morning, 7 July 2023. As a result of the Scheme having become Effective, share certificates in respect of Scheme Shares will cease to be valid documents of title and entitlements to Scheme Shares held in uncertificated form in CREST are being cancelled.
An application has been made for the cancellation of the admission to trading of Xpediator Shares on the AIM market, which is expected to take effect at 7.00 a.m. on 10 July 2023.
Xpediator is no longer in an "Offer Period" as defined in the Takeover Code and accordingly the dealing disclosure requirements previously notified to investors no longer apply.
Enquiries:
Bidco Šarūnas Alekna
Stephen Blyth Tel: +370 5254 6713
Rothschild & Co (Financial adviser to Bidco)Stuart VincentHarry O'Connor Tel: +44 (0)20 7280 5000
XpediatorGillian Wilmot CBE, Interim ChairmanRichard Myson, CFOGraham Moore, COO Tel: +44 (0)330 043 2395
Zeus Capital(Financial adviser, Nominated Adviser and corporate broker to Xpediator)David Foreman
Jamie Peel
James Hornigold Tel: +44 (0)20 3829 5000
Novella Communications(Financial Public Relations to Xpediator) Tim RobertsonSafia Colebrook Tel: +44 (0)20 3151 7008
AIM Rule 17, Schedule 2(g)
Justas Veršnickas, aged 40, currently holds the following directorships: Delamode Baltics UAB, Delamode Transport UAB, Delamode Anglia Ltd, Delamode Latvia SIA, Delamode Estonia OU, Nuoma IR Kapitalas UAB. There are no other disclosures in accordance with Schedule 2(g) of the AIM Rules for Companies.
Important notices
Rothschild & Co, which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to Bidco and for no one else in connection with subject matter of this announcement and will not be responsible to anyone other than Bidco for providing the protections afforded to its clients or for providing advice in relation to the subject matter of this announcement, the contents of this announcement or any other matters referred to in this announcement. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) 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 this announcement, any statement contained herein, the Offer or otherwise. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents of this announcement.
Zeus Capital, which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to Xpediator and for no one else in connection with the Offer and will not be responsible to anyone other than Xpediator for providing the protections afforded to its clients nor for providing advice in relation to the Offer, the contents of this announcement or any other matters referred to in this announcement. Neither Zeus Capital 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 Zeus Capital in connection with this announcement, any statement contained herein, the Offer or otherwise. No representation or warranty, express or implied, is made by Zeus Capital as to the contents of this announcement.
Further information
This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer is being made solely through the Scheme Document and the accompanying Forms of Proxy, which contain the full terms and conditions of the Offer. Any approval, decision or other response to the Offer should be made only on the basis of the information in the Scheme Document.
The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.
This announcement does not constitute a prospectus or prospectus equivalent document.
Overseas shareholders
This announcement has been prepared in accordance with, and for the purposes of complying with, English law, the Takeover Code, the Market Abuse Regulation and the AIM Rules, and 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 of England.
The release, publication or distribution of this announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements.
The availability of the Offer to Xpediator Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are a citizen. Persons who are not resident in the United Kingdom should inform themselves of, and observe any applicable legal or regulatory requirements of their jurisdictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders are contained in the Scheme Document.
Neither this announcement nor the Scheme Document nor any of the accompanying documents do or are intended to constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful. This announcement, the Scheme Document and the accompanying Forms of Proxy have been prepared for the purposes of complying with English law, the rules of the London Stock Exchange, the AIM Rules 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 of England and Wales.
Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, neither this announcement nor the Scheme Document is being made available, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction and no person may vote in favour of the Offer by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction.
The Offer is subject to English law and the jurisdiction of the Court, and the applicable requirements of the Takeover Code, the Panel, the FCA, the London Stock Exchange (including pursuant to the AIM Rules) and the Registrar of Companies.
Additional information for US investors
Xpediator Shareholders in the United States should note that the Offer relates to the securities of a UK company and is proposed to be effected by means of a scheme of arrangement under English law. This announcement, the Scheme Document and certain other announcements or documents relating to the Offer have been or will be prepared in accordance with English law, the Takeover Code and UK disclosure requirements, format and style, all of which differ from those in the United States. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Offer is subject to the disclosure requirements of and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements of the United States tender offer and proxy solicitation rules.
The Loan Notes have not been, and will not be, registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from the registration requirements of the US Securities Act. There will be no public offer of Loan Notes in the United States. Accordingly, the Loan Note Alternative is not being offered, and will not be offered, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Loan Note Alternative may not be applied to by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, materials allowing for the Loan Note Alternative are not being, and must not be, directly or indirectly mailed or otherwise published, transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any US persons or any persons located or resident in the United States. Any purported applicability of the Loan Note Alternative resulting directly or indirectly from a violation of these restrictions will be invalid and any purported applicability of the Loan Note Alternative made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
Each person electing to receive the Loan Note Alternative will represent that it is not a US person, it is not located in the United States and it is not participating in the Offer from the United States or acting on a non-discretionary basis for a principal that is not a US person, it is located outside the United States and that it is not giving an order to participate in the Loan Note Alternative from the United States. For the purposes of this and the above paragraph, "United States" means United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.
Xpediator's financial statements, and all financial information that is included in this announcement or that may be included in the Scheme Document, or any other documents relating to the Offer, have been or will be prepared in accordance with International Financial Reporting Standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.
The receipt of cash pursuant to the Offer by a US holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Xpediator Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Offer applicable to him.
It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws, since Bidco and Xpediator are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.
In accordance with normal UK practice and consistent with Rule 14e-5(b) of the US Exchange Act, Bidco, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Xpediator outside of the US, other than pursuant to the Offer, until the date on which the Scheme and/ or the Takeover Offer becomes Effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.
Cautionary note regarding forward-looking statements
This announcement (including information incorporated by reference in this announcement) and other information published by Bidco, BaltCap, any member of the Consortium or Xpediator contain statements about Bidco, BaltCap, any member of the Consortium and Xpediator that are or may be deemed to be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" 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 Bidco's or Xpediator's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Bidco's or Xpediator's business.
These forward-looking statements are not guarantees of future performance. 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. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, as well as additional factors, such as changes in political and economic conditions, changes in the level of capital investment, retention of key employees, changes in customer habits, success of business and operating initiatives and restructuring objectives, impact of any acquisitions or similar transactions, changes in customers' strategies and stability, competitive product and pricing measures, changes in the regulatory environment, fluctuations of interest and exchange rates, and the outcome of any litigation. 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 of this announcement. All subsequent forward-looking statements attributable to Bidco, BaltCap, any member of the Consortium or Xpediator 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. Bidco, BaltCap, any member of the Consortium and Xpediator disclaim any obligation to update any forward-looking or other statements contained in this announcement, except as required by applicable law.
Publication on website
In accordance with Rule 26 of the Takeover Code, a copy of this announcement will be made available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Xpediator's website at https://www.xpediator.com/offer-for-xpediator-plc/ and on BaltCap's website at https://www.baltcap.com/offer-for-xpediator-plc/ by no later than 12 noon (London time) on the first business day following the date of this announcement. For the avoidance of doubt, neither the contents of these websites nor the contents of any websites accessible from any hyperlinks are incorporated into or form part of this announcement.
Neither the contents of Xpediator's website, nor those of BaltCap's website, nor those of any other website accessible from hyperlinks on either Xpediator's or BaltCap's websites, are incorporated into or form part of this announcement.
Requesting hard copies
In accordance with Rule 30.3 of the Takeover Code, Xpediator Shareholders and participants in the Xpediator Share Plans may request a hard copy of this announcement, free of charge, by contacting Xpediator's registrar, Share Registrars Limited, by: (i) submitting a request in writing to Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX, United Kingdom; or (ii) calling +44 (0) 1252 821390. 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 a.m. and 5.30 p.m. (London time), Monday to Friday (excluding public holidays in England and Wales). Please note that Share Registrars cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.
For any of such persons who receive a copy of this announcement in electronic form, a hard copy of this announcement will not be sent unless so requested.