TIDMNWKI
RNS Number : 9024I
Networkers International PLC
30 March 2015
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
30 March 2015
Networkers International plc
('Networkers' or the 'Company')
Exercise of Options and Total Voting Rights
In accordance with Rule 2.10 of the Code, the Company announces
that, on 30 March 2015, 1,930,097 ordinary shares were transferred
out of treasury for the purpose of satisfying the exercise of
options (the "Transfer"), immediately following which the remaining
6,516,058 ordinary shares held in treasury were cancelled
("Cancellation") (as previously disclosed in the Scheme Document
posted to shareholders on 19 March 2015). Networkers confirms that
immediately following the Transfer and Cancellation, it had
85,986,930 Networkers Shares in issue with voting rights.
Pursuant to the Transfer, William Astor, Non-Executive Director
of the Company, exercised 50,000 options at an exercise price of
GBP0.315 per share. As a result of this, William Astor's interest
in the Company increased to 2,632,307 shares representing 3.00% of
the total voting rights of the Company. A copy of this announcement
will be available free of charge, subject to any applicable
restrictions relating to persons resident in Restricted
Jurisdictions, on Networkers' website at
http://info.networkersplc.com.
The ISIN for the Networkers Shares is GB00B1319W10.
Capitalised terms used and not otherwise defined in this
announcement have the meaning given to them in the Scheme Document
posted to shareholders on 12 February.
Enquiries:
Networkers International 020 8315 9000
Spencer Manuel, CEO
Jon Plassard, CFO
www.networkersplc.com
Liberum Capital Limited (Nomad) 020 3100 2000
Steve Pearce
Tom Fyson
Josh Hughes
Numis Securities Limited (Broker) 020 7260 1000
David Poutney
Important disclaimers (including in relation to securities laws
restrictions)
Liberum, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively for
Networkers as adviser for the purposes of Rule 3 of the Code in
connection with the Acquisition and no one else and will not be
responsible to anyone other than Networkers for providing the
protections afforded to customers of Liberum or for providing
advice in relation to the Acquisition or any matter referred to
herein.
Numis, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting as broker to
Networkers in connection with the Acquisition and also as financial
adviser and broker to Matchtech and not to anyone else and will not
be responsible to any other parties other than Networkers and
Matchtech in connection with the contents of this Announcement or
for providing the protections afforded to clients of Numis, or for
providing advice in relation to the Acquisition or any matters
referred to herein.
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 an invitation to purchase or subscribe for any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise. The
Acquisition is made solely by means of the Scheme Document (or, if
applicable, the Offer Document), which contains the full terms and
conditions of the Acquisition, including details of how to vote in
respect of the Acquisition. Any decision in respect of, or other
response to, the Acquisition, should be made only on the basis of
the information contained in the Scheme Document (or, if
applicable, the Offer Document).
This Announcement does not constitute a prospectus or a
prospectus equivalent document.
This Announcement has been prepared for the purpose 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
jurisdictions outside of England.
Overseas Shareholders
The availability of New Matchtech Shares and the release,
publication or distribution of this Announcement in certain
jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to the laws of
other jurisdictions should inform themselves of, and observe, any
applicable requirements. Networkers Shareholders who are in any
doubt regarding such matters should consult an appropriate
independent adviser in the relevant jurisdiction without delay.
The laws of the relevant jurisdictions may affect the
availability of the Acquisition to persons who are not resident in
the United Kingdom. Persons who are not resident in the United
Kingdom or who are subject to laws of any jurisdiction other than
the United Kingdom, should inform themselves about, and observe,
any applicable requirements. Any failure to comply with the
applicable requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Scheme disclaim any responsibility and liability for the
violation of such restrictions by any person.
The Acquisition will not be made available, directly or
indirectly, in a Restricted Jurisdiction, and the Acquisition will
not be capable of acceptance from within a Restricted Jurisdiction.
Accordingly, copies of this Announcement and all other
documentation relating to the Acquisition are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded or
distributed in, into or from a Restricted Jurisdiction and persons
receiving this Announcement (including custodians, nominees and
trustees) must not distribute or send it into or from a Restricted
Jurisdiction. Further details in relation to overseas Networkers
Shareholders are contained in the Scheme Document.
The Acquisition relates the shares in an English company and it
is proposed to be made by means of a scheme of arrangement provided
for under English company law. The scheme of arrangement will
relate to the shares of an English company that is a "foreign
private issuer" as defined under Rule 3b-4 under the US Securities
Exchange Act of 1934, as amended (the "Exchange Act"). A
transaction effected by means of a scheme of arrangement is not
subject to the shareholder vote, proxy and tender offer rules under
the Exchange Act. Accordingly, the Acquisition is subject to the
disclosure requirements and practices applicable in the UK to
schemes of arrangement, which differ from the disclosure
requirements and practices of US shareholder vote, proxy and tender
offer rules. Financial information included in the relevant
documentation will have been prepared in accordance with accounting
standard applicable in the UK and may not be comparable to the
financial statement of US companies.
This Announcement is not an offer of securities for sale in the
United States. The New Matchtech Shares which will be issued in
connection with the Acquisition have not been, will not be and are
not required to be registered with the US Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933, as amended
(the "US Securities Act") or under the securities laws of any
state, district or other jurisdiction of the United States, and may
not be offered, sold, delivered or transferred except pursuant to
an available exemption from or in a transaction not subject to the
registration requirements of the US Securities Act and applicable
US state securities laws.
Neither the SEC nor any other US federal or state securities
commission or regulatory authority has approved or disapproved the
New Matchtech Shares or passed an opinion upon the fairness or
merits of such securities or upon the accuracy or adequacy of the
disclosures contained in this document.
Any representation to the contrary is a criminal offence in the
United States.
In the event that Matchtech extends the Acquisition into the
U.S. at some future time, it will do so in satisfaction of the
procedural and filing requirements of the U.S. securities laws at
that time, to the extent applicable thereto.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the 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 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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