TIDMBLTG
RNS Number : 2906U
Blancco Technology Group PLC
06 April 2016
6 April 2016
BLANCCO TECHNOLOGY GROUP PLC ("Blancco" or the "Company")
TENDER OFFER
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, OR INTO OR FROM
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, RUSSIA OR SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
The Company announces the proposed return of a maximum of GBP50
million to the Company's Eligible Shareholders by means of a tender
offer
On 5 February 2016 the Company, formerly known as Regenersis
plc, announced that it had entered into a conditional sale and
purchase agreement to dispose of its Repair Services Business (the
"Repair Services Business") to CTDI Repair Services Limited (the
"Purchaser"), a wholly owned subsidiary of Communications Test
Design, Inc., ("CTDI") for cash consideration of EUR103.5 million
(the "Disposal") and its intention to return capital to Eligible
Shareholders of around GBP50 million in the second quarter of 2016
by way of tender offer (the "Tender Offer"). The Company's ordinary
shareholders approved the Disposal and the Tender Offer at a
General Meeting held on 2 March 2016 and the completion of the
Disposal was announced on 4 April 2016. At the same General Meeting
the Ordinary Shareholders also passed a resolution approving the
cancellation of the entire balance standing to the credit of the
share premium account of the Company.
Key elements of the Tender Offer are:
-- up to GBP50 million available to be returned to Eligible
Shareholders via the purchase of a maximum of 23,255,813 Ordinary
Shares, representing a maximum of approximately 29.4 per cent. of
the Issued Ordinary Share Capital of the Company at 5 April
2016;
-- Ordinary Shares may be tendered within a price range of 215
pence to 250 pence per Ordinary Share (representing a discount of
6.1 per cent. to a premium of 9.2 per cent. to the closing price of
229 pence on 5 April 2016);
-- the Tender Offer is structured using a Strike Price
mechanism. All successfully tendered Ordinary Shares will be
acquired at the Strike Price; and
-- the closing time and date is 1.00 p.m. (UK time) on 4 May
2016, with proceeds expected to be despatched to Eligible
Shareholders by 16 May 2016.
It is expected that a circular of the Company in relation to the
Tender Offer dated 6 April 2016 (the "Circular") will be posted to
Eligible Shareholders later today.
Certain of the Directors currently intend to tender some or all
of their beneficial holdings of Ordinary Shares, as set out in the
Circular.
Structure of the Tender Offer
The Tender Offer will be implemented on the basis of Peel Hunt
LLP ("Peel Hunt") acquiring, as principal, the successfully
tendered Ordinary Shares at a "Strike Price". In turn, Peel Hunt
has the right to require the Company to purchase such Ordinary
Shares from it at the same price under the Option Agreement entered
into between the Company and Peel Hunt. If Peel Hunt does not
exercise its right to require the Company to purchase such Ordinary
Shares, the Company has the right to require Peel Hunt to sell such
Ordinary Shares to it at the same price. The Company intends to
cancel the Ordinary Shares purchased by it under the Option
Agreement.
Eligible Shareholders can decide whether they want to tender
all, some or none of their Ordinary Shares.
It is proposed that a maximum of 23,255,813 Ordinary Shares be
purchased under the Tender Offer, representing approximately 29.4
per cent, of the Company's issued share capital as at 5 April 2016,
the latest practicable date for such determination prior to the
publication of the Circular, for a maximum aggregate consideration
of GBP50 million.
Tenders may be made in the range of 215 pence to 250 pence per
Ordinary Share inclusive (the "Price Range"). 215 pence per
Ordinary Share represents a discount of 6.1 per cent, and 250 pence
per Ordinary Share represents a premium of 9.2 per cent, to the
closing price of 229 pence per Ordinary Share on 5 April 2016. 215
pence per Ordinary Share represents a premium of 10.3 per cent, to
the volume weighted average price over the three months to 5 April
2016 and 250 pence per Ordinary Share represents a premium of 28.2
per cent. 215 pence per Ordinary Share represents a premium of 11.4
per cent, to the closing price of 193 pence the day before the
announcement of the Disposal on 5 February 2016 and 250 pence per
Ordinary Share represents a premium of 29.5 per cent.
Eligible Shareholders can tender their Ordinary Shares in the
following ways:
-- submit a tender at whatever is determined to be the Strike
Price (referred to as a "Strike Price Tender");
-- submit a tender at a single price in the Price Range; or
-- submit tenders at different prices in the Price Range
(including a Strike Price Tender) in respect of different parcels
of Ordinary Shares.
Any tender other than a Strike Price Tender must be expressed in
whole pence per Ordinary Share and in increments of five pence at
one of the share prices indicated on the Tender Form (in the case
of certificated Ordinary Shares) or by TTE Instruction (in the case
of uncertificated Ordinary Shares) as explained in the
Circular.
The Strike Price
A single price per Ordinary Share will be applied to all
Ordinary Shares purchased by Peel Hunt pursuant to the Tender
Offer, being the Strike Price.
The Strike Price will be the lowest price per Ordinary Share in
the Price Range that will allow Peel Hunt to purchase the maximum
number of Ordinary Shares for a total cost not exceeding GBP50
million or, if the aggregate value of all Ordinary Shares validly
tendered by Eligible Shareholders is less than GBP50 million, such
lesser number of Ordinary Shares as are validly tendered pursuant
to the Tender Offer.
All Eligible Shareholders who tender Ordinary Shares at a price
at or below the Strike Price or as Strike Price Tenders will
receive the Strike Price for all successful tenders accepted,
subject, where applicable, to the scaling-back arrangements
described below.
Number of Ordinary Shares to be purchased
Provided the conditions in the Circular are met, if the
aggregate value at the Strike Price of all validly tendered
Ordinary Shares is GBP50 million or less, then all Ordinary Shares
validly tendered will be purchased at the Strike Price.
If the aggregate value at the Strike Price of all validly
tendered Ordinary Shares exceeds GBP50 million, not all of the
Ordinary Shares validly tendered will be accepted and purchased. In
these circumstances, the number of Ordinary Shares which will be
accepted and purchased will be as follows:
a. all valid tenders of Ordinary Shares at a price at or (if
applicable) below the Strike Price or as a Strike Price Tender by
an Eligible Shareholder will be scaled down pro-rata to the total
number of Ordinary Shares so tendered by that Eligible Shareholder,
such that the total cost of Ordinary Shares purchased pursuant to
the Tender Offer does not exceed GBP50 million; and
b. all tenders of Ordinary Shares at a price above the Strike
Price will be rejected and will not be purchased by Peel Hunt.
Once lodged (in the case of a Tender Form) or settled (in the
case of a TTE Instruction) such Tender shall be irrevocable.
Ordinary Shares will be purchased pursuant to the Tender Offer
on 16 May 2016 and as such any shares tendered in the Tender Offer
will still receive the dividend announced on 8 March 2016.
Successfully tendered Ordinary Shares will be purchased free of
commission and dealing charges.
Any Ordinary Shares repurchased by the Company from Peel Hunt
following the purchase of the same by Peel Hunt from Ordinary
Shareholders, will be cancelled. Ordinary Shareholders who tender
Ordinary Shares pursuant to the Tender Offer will still receive the
dividend of 0.66 pence per share declared on 8 March 2016 but will
not rank for any other future dividends. Any rights of Ordinary
Shareholders who do not tender their Ordinary Shares will be
unaffected.
Subject to any applicable rules and regulations, the Company
reserves the right at any time prior to the announcement of the
results of the Tender Offer, and with the prior consent of Peel
Hunt, to extend the period during which the Tender Offer is open,
based on market conditions and/or other factors.
Circumstances in which the Tender Offer may not proceed
The Tender Offer is conditional on, among other things, receipt
of valid tenders in respect of at least 790,226 Ordinary Shares
(representing approximately 1.0 per cent. of the Issued Ordinary
Share Capital as at 5 April 2016, being the latest practicable date
prior to the publication of the Circular) by 1.00 p.m. (UK time) on
the Closing Date and the other Conditions specified in the
Circular.
The Tender Offer is also conditional on, inter alia, there not
arising any material adverse change or certain other force majeure
events prior to the closing of the Tender Offer.
Full details of the Tender Offer, including the terms and
Conditions on which it is made, are set out in the Circular.
Timetable
(MORE TO FOLLOW) Dow Jones Newswires
April 06, 2016 02:00 ET (06:00 GMT)
The expected timetable is as follows:
Tender Offer opens 6 April 2016
Latest time and date for receipt of 1.00 p.m.
Tender Forms and share certificates on
for tendered certificated Ordinary 4 May 2016
Shares
Latest time and date for transfer to 1.00 p.m.
escrow account of tendered uncertificated on 4 May 2016
Ordinary Shares
Announcement of results of Tender Offer 9 May 2016
Ex-dividend date for dividend declared 12 May 2016
8 March 2016
Record date for dividend declared 8 13 May 2016
March 2016
Purchase of Ordinary Shares under the 16 May 2016
Tender Offer
CREST accounts credited with Tender 16 May 2016
Offer proceeds in respect of uncertificated
Ordinary Shares
CREST accounts credited with any Ordinary 16 May 2016
Shares tendered but not accepted under
the Tender Offer (or, in the case of
unsuccessful tenders, for entire holdings
of Ordinary Shares)
Dispatch of cheques for Tender Offer 16 May 2016
proceeds in respect of certificated
Ordinary Shares
Return of share certificates in respect 16 May 2016
of unsuccessful tenders
Dispatch of balance share certificates 16 May 2016
in respect of unsold Ordinary Shares
in certificated form
Notes:
(1) Future dates are indicative only and may be subject to
change by the Company, in which event details of the new times and
dates will be notified via a Regulatory Information Service.
(2) References to times in this timetable are to London time.
Financial Advice
The Board has received financial advice from Peel Hunt and
Panmure Gordon (UK) Limited ("Panmure Gordon") in relation to the
Tender Offer. In providing their financial advice Peel Hunt and
Panmure Gordon have relied on the Board's commercial
assessments.
No recommendation
Although the Board believes that the return of capital by means
of a Tender Offer is in the best interests of the Ordinary
Shareholders as a whole and has approved the Tender Offer, the
Board is not making a recommendation to Eligible Shareholders in
relation to participation in the Tender Offer itself. Whether or
not Eligible Shareholders decide to tender all or any of their
Ordinary Shares will depend, among other things, on their view of
the Company's prospects and their own individual circumstances,
including their tax position. Eligible Shareholders should make
their own decision in respect of participation in the Tender Offer
and are recommended to consult their duly authorised independent
advisers.
Posting of Circular
The Circular which contains the full terms and Conditions of the
Tender Offer, instructions to Eligible Shareholders on how to
tender their Ordinary Shares should they choose to do so, together
with a Tender Form, is expected to be posted to Eligible
Shareholders today.
A copy of the Circular will shortly be available to view on the
Company's website at www.blancco.com
Enquiries:
+44 (0) 20
Blancco Technology Group PLC 3657 7000
Matthew Peacock, Chairman
Jog Dhody, Chief Financial Officer
+44 (0) 20
Peel Hunt (Nomad and Joint Broker) 7418 8900
Richard Kauffer
Euan Brown
Panmure Gordon (UK) Limited (Joint +44 (0) 20
Broker) 7886 2500
Dominic Morley
Charles Leigh Pemberton
+44 (0) 20
Tulchan Communications (PR Advisor) 7353 4200
Tom Murray
About Blancco
Blancco is a leading data erasure software
business, serving enterprises and governments
around the world.
www.blancco.com
Cautionary Statement
Peel Hunt and Panmure Gordon, each of which is authorised by the
FCA in the United Kingdom, are acting exclusively for the Company
and no-one else in connection with the Tender Offer and will not
regard any other person (whether or not a recipient of the Circular
or this announcement) as a client in relation to the Tender Offer
and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients or
for providing advice in relation to the Tender Offer or any other
matter referred to in the Circular or this announcement. Peel
Hunt's responsibilities as the Company's nominated adviser and
joint broker under the AIM Rules and the AIM Rules for Nominated
Advisers and Panmure Gordon's responsibilities as the Company's
joint broker under the AIM Rules are owed to the London Stock
Exchange and the Company and not to any other person. No
representation or warranty, express or implied, is made by Peel
Hunt or Panmure Gordon as to any of the contents of this
announcement or the Circular.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Peel Hunt and Panmure Gordon by FSMA or the
regulatory regime established thereunder, Peel Hunt and Panmure
Gordon do not accept any responsibility or liability whatsoever for
the contents of the Circular or this announcement, and no
representation or warranty, express or implied, is made by Peel
Hunt or Panmure Gordon in relation to the contents of the Circular
or this announcement, including their accuracy, completeness or
verification or for any other statement made or purported to be
made by it, or on its behalf, in connection with the Company or the
Tender Offer. To the fullest extent permissible Peel Hunt and
Panmure Gordon accordingly disclaim all and any responsibility or
liability whether arising in tort, contract or otherwise (save as
referred to above) which it might otherwise have in respect of the
contents of the Circular or this announcement or any such
statement.
This announcement contains (or may contain) certain
forward-looking statements with respect to the Company's current
expectations and projections about future events. These statements,
which sometimes use, but are not limited to, words such as
'anticipate', 'believe', 'intend', 'estimate', 'expect' and words
of similar meaning, reflect the directors' beliefs and expectations
and involve a number of risks, uncertainties and assumptions that
could cause actual results and performance to differ materially
from any expected future results or performance expressed or
implied by the forward-looking statement. Statements contained in
this announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
announcement is subject to change without notice and, except as
required by applicable law, neither the Company, Peel Hunt nor
Panmure Gordon assumes any responsibility or obligation to update
publicly or review any of the forward-looking statements contained
herein. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this
announcement.
This announcement is neither an offer to purchase nor a
solicitation of an offer to sell Ordinary Shares. The Tender Offer
is made only pursuant to the Circular and the related Tender Form
with respect to the Ordinary Shares. The Tender Offer is not being
made to, holders of Ordinary Shares residing in any jurisdiction in
which the making of the Tender Offer would not be in compliance
with the laws of that jurisdiction.
Notice to US Shareholders
The Tender Offer relates to securities in a non-US company which
is registered in England and Wales and is subject to the disclosure
requirements, rules and practices applicable to companies listed in
the UK, which differ from those of the United States in certain
material respects. The Circular has been prepared in accordance
with UK style and practice for the purpose of complying with
English law and the AIM Rules, and US Shareholders should read the
entire Circular, including Part V (Certain Taxation Considerations
in relation to the Tender Offer) of the Circular. The financial
information relating to the Company included in the Circular has
not been prepared in accordance with generally accepted accounting
principles in the United States and thus may not be comparable to
financial information relating to US companies. The Tender Offer is
not subject to the disclosure and other procedural requirements of
Regulation 14D under the US Securities Exchange Act of 1934 (the
"Exchange Act"). The Tender Offer will be made in the United States
in accordance with the requirements of Regulation 14E under the
Exchange Act to the extent applicable. Certain provisions of
Regulation 14E under the Exchange Act are not applicable to the
Tender Offer by virtue of Rule 14d-1(d) under the Exchange Act. US
Shareholders should note that the Company is not listed on a US
securities exchange and is not subject to the periodic reporting
requirements of the Exchange Act and is not required to, and does
not, file any reports with the SEC thereunder.
It may be difficult for US Shareholders to enforce certain
rights and claims arising in connection with the Tender Offer under
US federal securities laws since the Company is located outside the
United States and most of its officers and directors may reside
outside the United States. It may not be possible to sue a non-US
company or its officers or directors in a non-US court for
violations of US securities laws. It also may not be possible to
compel a non-US company or its affiliates to subject themselves to
a US court's judgment.
(MORE TO FOLLOW) Dow Jones Newswires
April 06, 2016 02:00 ET (06:00 GMT)
In accordance with normal United Kingdom market practice and
pursuant to Rule 14e-5(b)(12) under the Exchange Act, the Company
or its nominees or brokers may from time to time make certain
purchases of, or arrangements to purchase Ordinary Shares outside
the United States, otherwise than pursuant to the Tender Offer,
before or during the period in which the Tender Offer remains open
for acceptance, such as in open market purchases at prevailing
prices or privately negotiated purchases at negotiated prices. Such
purchases, or arrangements to purchase, will comply with all
applicable United Kingdom rules, including the rules of the London
Stock Exchange.
Information regarding such purchases and activities which is
required to be made public in the United Kingdom will be reported
to a Regulatory Information Service and will be available to all
investors (including US investors) on the London Stock Exchange
website at www.londonstockexchange.com.
The receipt of cash pursuant to the Tender Offer by an Eligible
Shareholder who is a US holder (as defined in Part V (Certain
Taxation Considerations in relation to the Tender Offer) of the
Circular) will be a taxable transaction for US federal income tax
purposes. In addition, as described in section B, paragraph 5 of
Part V (Certain Taxation Considerations in relation to the Tender
Offer), of the Circular, holders may be subject to US backup
withholding and information reporting on payments with respect to
the Tender Offer made (or deemed made) within the United States.
Part V (Certain Taxation Considerations in relation to the Tender
Offer) of the Circular further sets forth certain US federal income
tax consequences of the Tender Offer under current US law. However,
each Eligible Shareholder should consult and seek individual advice
from an appropriate professional adviser.
Neither the SEC nor any US state securities commission has
approved or disapproved of this transaction or passed upon the
merits of fairness of such transaction or passed upon the adequacy
of the information contained in the Circular. Any representation to
the contrary is a criminal offence.
This information is provided by RNS
The company news service from the London Stock Exchange
END
TENAKPDKNBKBOQK
(END) Dow Jones Newswires
April 06, 2016 02:00 ET (06:00 GMT)
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