TIDMANTP
RNS Number : 7409T
ANT plc
18 December 2012
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 18 December 2012
Recommended Cash Acquisition
by
Espial (UK) Limited ("Espial UK"), a wholly-owned subsidiary of
Espial Group Inc. ("Espial")
of
ANT plc ("ANT")
Posting of Scheme Document
On 30 November 2012, the ANT Directors and the Espial Directors
announced that they had reached agreement on the terms of a
recommended cash acquisition by Espial UK of all of the issued and
to be issued share capital of ANT. The Proposal is to be effected
by way of a scheme of arrangement under Part 26 of the Companies
Act, which requires approval by ANT Shareholders and the sanction
of the Court. Upon the Scheme becoming effective, Scheme
Shareholders will receive 20.5 pence for every Scheme Share held.
The ANT Directors have considered the approach from Espial and the
terms of the Proposal.
The board of ANT is pleased to announce that the scheme document
(the "Scheme Document") which sets out, amongst other things, the
full terms and conditions of the Scheme, an explanatory statement
pursuant to section 897 of the Companies Act, a timetable of
principal events and details of the actions to be taken by ANT
Shareholders, has been posted to ANT Shareholders together with
associated Forms of Proxy.
As described in the Scheme Document, in order to approve the
Proposal, ANT Shareholders will need to vote in favour of the
resolutions to be proposed at two shareholders' meetings (the Court
Meeting and the General Meeting) to be held on 11 January 2013 at
the offices of Charles Russell LLP, 5 Fleet Place, London EC4M 7RD
at 11.00 a.m. and at 11.15 a.m. (or, if later, immediately after
the conclusion or adjournment of the Court Meeting) respectively.
Notices of the Court Meeting and the General Meeting are set out in
the Scheme Document. The Scheme will also require the subsequent
sanction of the Court and confirmation of the Capital Reduction by
the Court.
It is important that as many votes as possible are cast at the
Court Meeting (whether in person or by proxy) so that the Court may
be satisfied that there is a fair and reasonable representation of
ANT Shareholder opinion. ANT Shareholders are therefore strongly
urged to complete, sign and return their Forms of Proxy as soon as
possible.
The anticipated timetable of principal events is as follows:
All references to time shown in this announcement are to London
time unless otherwise stated.
Event Time and/or date
Latest time and date for receipt of 11.00 a.m. on 9 January
blue Forms of Proxy for the Court Meeting(1) 2013
Latest time and date for receipt of 11.15 a.m. on 9 January
white Forms of Proxy for the General 2013
Meeting(1)
Voting Record Time(2) 6.00 p.m. on 9 January
2013
Court Meeting 11.00 a.m. on 11 January
2013
General Meeting(3) 11.15 a.m. on 11 January2013
Scheme Court Hearing(4) 30 January 2013
Last day of dealings in, and for registration 31 January 2013
of transfers of, ANT Shares and disablement
in CREST of ANT Shares(4)
Scheme Record Time(4) 6.00 p.m. on 31 January2013
Capital Reduction Court Hearing(4) 1 February 2013
Effective Date of the Scheme(4) 4 February 2013
Cancellation of admission of ANT Shares 4 February 2013
to trading on AIM(4)
Latest day for despatch of cheques and 18 February 2013
settlement through CREST(4)
Long Stop Date(5) 27 February 2013
Notes
1. If the blue Form of Proxy for the Court Meeting is not
returned by this time, it may be handed to Computershare Investor
Services PLC on behalf of the chairman of the Court Meeting before
the start of the meeting and will still be valid. However, in the
case of the white Form of Proxy for the General Meeting, it will be
invalid unless it is lodged with Computershare Investor Services
PLC so as to be received no later than 11.15 a.m. on 9 January
2013.
2. If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the adjourned meeting(s) will
be 6:00pm on the second day before the day fixed for the adjourned
meeting.
3. To commence at the time stated, or, if later, immediately
after the conclusion or adjournment of the Court Meeting.
4. These dates are indicative only and will depend on, amongst
other things, the date upon which the Conditions are either
satisfied or (if capable of waiver) waived and the date upon which
the Court sanctions the Scheme and the Order is delivered to the
Registrar of Companies.
5. Or such later date (if any) as ANT and Espial UK may, with
the consent of the Panel, agree and (if required) the Court may
allow.
Copies of the Scheme Document are available for inspection
during normal business hours on any weekday (Saturdays, Sundays and
public holidays excepted) up to and including the Effective Date at
the Company's registered office, First Floor, 335 Cambridge Science
Park, Milton Road, Cambridge CB4 0WN and at www.antplc.com.
Terms and expressions used in this announcement shall, unless
the context otherwise requires, have the same meanings as given to
them in the Scheme Document.
Enquiries:
ANT Plc Tel: +44 1223
716400
Royston Hoggarth, Non-Executive Chairman
Westhouse Securities (financial adviser, nominated Tel: +44 20 7601
adviser and broker to ANT plc) 6100
Tom Griffiths
Paul Gillam
Newgate Threadneedle (public relations adviser Tel: +44 20 7653
to ANT plc) 9850
Caroline Evans-Jones
Fiona Conroy
Notices
This announcement is for information purposes only and 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 the Proposal or otherwise.
This announcement does not constitute a prospectus or prospectus
equivalent document. The Proposal will be made solely on the basis
of information contained or referred to in, or the procedures set
out in, the Scheme Document and the accompanying Forms of Proxy
(which will together contain the full terms and conditions of the
Proposal). ANT Shareholders are advised to read the formal
documentation in relation to the Proposal carefully.
Overseas jurisdictions
The availability of the Proposal in, and the release,
publication or distribution of this announcement in or into,
jurisdictions other than the United Kingdom may be restricted by
law. In particular, the Proposal will not be made directly or
indirectly into any Restricted Jurisdiction. Therefore, persons
into whose possession this announcement comes who are not resident
in the United Kingdom or who are subject to the laws of other
jurisdictions should inform themselves about, and observe, any
applicable restrictions. ANT Shareholders who are in any doubt
regarding such matters should consult an appropriate independent
adviser in the relevant jurisdiction without delay. Any failure to
comply with such restrictions may constitute a violation of the
securities laws of any such jurisdiction.
The Proposal relates to shares of a company incorporated in the
United Kingdom and is proposed to be effected by means of a scheme
of arrangement under the laws of England and Wales. Neither the
proxy solicitation rules nor (unless implemented by means of a
takeover offer) the tender offer rules under the US Securities
Exchange Act of 1934, as amended, will apply to the Proposal.
Moreover, the Proposal is subject to the disclosure requirements
and practices applicable in the United Kingdom and under the City
Code to schemes of arrangement, which differ from the disclosure
requirements of the US proxy solicitation rules and tender offer
rules.
Unless otherwise determined by Espial UK or required by the
Code, and permitted by applicable law and regulation, the Proposal
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
Proposal 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.
Accordingly, copies of this announcement and all documents relating
to the Proposal 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 Proposal (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.
Any person (including, without limitation, as custodian, nominee
or trustee) who would or otherwise intends to, or who may have a
contractual or legal obligation to forward this announcement and /
or the Scheme Document and / or any other related document to any
jurisdiction outside of the United Kingdom should inform themselves
of, and observe, any applicable legal or regulatory requirements of
their jurisdiction before taking any action.
This announcement has been prepared for the purposes of
complying with English law and the 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 any jurisdiction outside the United Kingdom.
Responsibility
Allenby Capital Limited ("Allenby"), which is authorised and
regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for Espial UK and Espial and
no-one else in connection with the Proposal and will not be
responsible to anyone other than Espial UK and Espial for providing
the protections afforded to clients of Allenby nor for providing
advice in relation to the Proposal or any other matters referred to
herein.
Westhouse Securities, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for ANT and no one else in connection with the matters
referred to in this announcement and the Scheme Document and will
not be responsible to anyone other than ANT for providing the
protections afforded to customers of Westhouse Securities nor for
providing advice in relation to the matters referred to in this
announcement.
Dealing disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one per cent or more of any class of relevant
securities of an offeree company or of any paper 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 paper 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 paper 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 paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a paper offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in one per cent or more of any class of
relevant securities of the offeree company or of any paper offeror
must make a Dealing Disclosure if the person deals in any relevant
securities of the offeree company or of any paper 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 paper 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 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 an offeree company or a paper
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.
If you are in any doubt as to whether you are required to make
an Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
Forward-looking statements
This announcement contains statements that are or may be
forward-looking statements. Forward-looking statements are
prospective in nature and are not based on historical facts.
The forward-looking statements contained in this announcement
include statements relating to the expected effects of the Proposal
on Espial and ANT, the expected timing and scope of the Proposal
and other statements other than historical facts. 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", "should", "could", "would", "may", "anticipates",
"estimates", "synergy", "cost-saving", "projects", "goal",
"strategy", "budget", "forecast" or "might" or, words or terms of
similar substance or the negative thereof, are forward-looking
statements.
These forward-looking statements are not guarantees of future
financial 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 the satisfaction of the Conditions, as well as
additional factors, such as: fluctuations in the capital markets;
fluctuations in interest and exchange rates; increased regulation
or regulatory scrutiny; the occurrence of unforeseen disasters or
catastrophes; political or economic instability in principal
markets; adverse outcomes in litigation; and general, local and
global economic, political, business and market conditions. Other
unknown or unpredictable factors could cause actual results to
differ materially from those in the forward-looking statements.
Such forward-looking statements should therefore be construed in
the light of such factors.
Neither Espial, Espial UK nor ANT, nor any of their respective
associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this announcement will actually occur.
Nothing in this announcement shall be effective to limit or
exclude any liability which, by law or regulation, cannot be so
limited or excluded.
Publication on website
A copy of this announcement will be available, subject to
certain restrictions relating to persons resident in any Restricted
Jurisdictions, on www.antplc.com by no later than 12:00 noon
(London time) on 19 December 2012 (being the Business Day following
the date of this announcement) in accordance with Rule 30.4 of the
Code.
The contents of ANT's website are not incorporated into and do
not form part of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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