TIDMADT
RNS Number : 3506P
AdEPT Technology Group PLC
08 February 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
This announcement contains inside information
FOR IMMEDIATE RELEASE
8 February 2023
RECOMMED CASH ACQUISITION
OF
ADEPT TECHNOLOGY GROUP PLC
BY
thetis Bidco LIMITED
a member of the Wavenet Group
to be implemented by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Summary
-- The boards of Thetis Bidco Limited ("Bidco"), a member of the
Wavenet Group and also a subsidiary of Macquarie Group Limited, and
AdEPT Technology Group plc ("AdEPT") are pleased to announce that
they have reached agreement on the terms and conditions of a
recommended all cash offer by Bidco for the entire issued and to be
issued ordinary share capital of AdEPT (the "Acquisition"). The
Acquisition is intended to be implemented by means of a scheme of
arrangement under Part 26 of the Companies Act.
-- Under the terms of the Acquisition, each AdEPT Shareholder
will be entitled to receive:
for each AdEPT Share: 201 pence in cash
-- The Acquisition values the entire issued, and to be issued,
ordinary share capital of AdEPT at approximately GBP50.3
million.
-- The price per AdEPT Share represents a premium of approximately:
- 74.8 per cent. to the Closing Price of 115 pence per AdEPT
Share on 7 February 2023 (being the last Business Day before the
date of the commencement of the Offer Period); and
- 77.4 per cent. to the volume-weighted average price of 113
pence per AdEPT Share for the three-month period ended 7 February
2023.
-- As part of the Acquisition, the AdEPT Board has resolved to
cancel the interim dividend of 2.50 pence per AdEPT Share in
respect of the six months ended 30 September 2022, which was
announced on 15 November 2022 with a record date of 10 March 2023
and a payment date of 7 April 2023. If for any reason the
Acquisition does not become Effective the AdEPT Board intends to
reinstate the interim dividend of 2.50 pence per AdEPT Share with
the record date and payment date to be confirmed at the time of
reinstatement.
-- If any dividend, other distribution and/or other return of
value is proposed, authorised, declared, made or paid or becomes
payable in respect of AdEPT Shares on or after the date of this
Announcement and before the Effective Date, Bidco reserves the
right to reduce the Consideration by the amount of any such
dividend, other distribution and/or other return of value.
Information on Bidco
-- Bidco is a private company limited by shares, incorporated on
22 January 2021. It is a wholly-owned indirect subsidiary of Thetis
Topco Limited, which itself is a subsidiary of the Macquarie Group.
The other shareholders of Thetis Topco Limited include Wavenet
management. Bidco is also a non-trading holding company of the
Wavenet Group, including Wavenet Limited and OGL Computer Support
Holdings Limited. The directors of Bidco are William (Bill) Dawson,
Venetia Cooper, Philip Grannum and Stewart Motler.
In formation on Wavenet
-- Formed in 2000 and acquired by the Macquarie Group in 2021
through its European private equity division, MPRC Europe Limited,
Wavenet is a multi-award-winning provider of telecoms and
technology solutions to over 15,000 business and enterprise
customers across the UK. Wavenet is a Registered Certified Cisco
Partner, Microsoft Gold Partner, has Platinum Partner status with
Mitel and Silver Peak and holds authorised partner status with
Five9. Wavenet has offices in Solihull, Chester, Norwich, Cardiff,
Nottingham, London, Twickenham, Cambridge, Worcestershire and St
Albans and employs c.550 people, including over 250 trained support
staff and engineers.
In formation on Macquarie
-- Macquarie Group is a diversified international provider of
investment banking and financial services, with over 19,000
employees in more than 30 countries globally. Macquarie Principal
Finance Pty Limited is the Macquarie Group's principal balance
sheet investment platform and wholly owns MPRC Europe Limited.
Since inception in 2009, Macquarie Principal Finance Pty Limited
has deployed over A$38 billion globally across a variety of
sectors. MPRC Europe Limited is the European private equity
division of Macquarie Principal Finance Pty Limited.
-- Macquarie Group Limited, the ultimate parent undertaking of
the Macquarie Group, has been listed on the Australian Securities
Exchange since 1996 and has a current market capitalisation in
excess of A$70 billion.
Information on AdEPT
-- The AdEPT Group is one of the UK's leading independent
providers of managed services for IT, unified communication,
connectivity, voice and cloud services. It deploys products from a
number of communications and IT partners to provide solutions
tailored to meet the specific requirements of its customers in both
the public and private sectors.
-- The AdEPT Group employs c.340 people across nine UK offices
in London, Tunbridge Wells, Fleet, Northampton, Chingford, St
Neots, Dorking, Orpington and Doncaster. The AdEPT Shares were
admitted to trading on AIM in February 2006.
The AdEPT Group's current trading
-- Since 30 September 2022 (being the date to which the AdEPT
Group's interim results were drawn up), the AdEPT Group has
continued to demonstrate its resilience and has maintained the
trend of organic growth in recurring Managed Services experienced
in the first half of its financial year. Strong engagement with key
partners and management of the supply chain has enabled increased
project delivery and an increase in one-off revenues. Traditional
Fixed Line services continued their expected structural decline in
line with prior periods.
-- In the three-month period ended 31 December 2022 the AdEPT
Group traded in line with the AdEPT Board's expectations.
Background to and reasons for the Acquisition
-- The UK technology managed services industry remains diverse
and unconsolidated. Wavenet sees a significant opportunity to build
a broad suite of technology managed services products, and continue
to diversify its customer base into attractive customer sectors,
via the acquisition of complementary businesses like AdEPT. The
board and management of Wavenet believe that scaled operators, with
broad product capabilities, will benefit from outsized market
growth .
-- Wavenet has a track record of successfully acquiring and
integrating businesses; AdEPT would represent the fifth acquisition
made in less than two years since MPRC Europe Limited's initial
investment into Wavenet.
-- Wavenet believes that there will be an opportunity to take
best practice from both groups across all operational functions to
enhance the way services are delivered to an expanded client
base.
Recommendation
-- The AdEPT Directors, who have been so advised by Houlihan
Lokey and Singer Capital Markets as to the financial terms of the
Acquisition, consider the terms of the Acquisition to be fair and
reasonable. In providing their advice to the AdEPT Directors,
Houlihan Lokey and Singer Capital Markets have taken into account
the commercial assessments of the AdEPT Directors. Houlihan Lokey
and Singer Capital Markets are providing independent financial
advice to the AdEPT Directors for the purposes of Rule 3 of the
Takeover Code.
-- Accordingly, the AdEPT Directors confirm that they intend to
recommend unanimously that AdEPT Shareholders vote to approve the
Scheme at the Court Meeting and to vote in favour of the
Resolutions to be proposed at the General Meeting, as those AdEPT
Directors who hold AdEPT Shares and certain of the AdEPT Directors'
connected persons have irrevocably undertaken to do (or procure to
be done) in respect of their own holdings over which they have
control, being, in aggregate, 846,221 AdEPT Shares representing
approximately 3.4 per cent. of the ordinary share capital of AdEPT
in issue as at the Latest Practicable Date.
Background to and reasons for the recommendation
-- The AdEPT Board believes that the AdEPT operating platform
will continue to strengthen AdEPT's relationships with key
partners, customers, and major UK network operators, deploy a
greater range of capabilities to both new and existing customers
and leverage its strong supplier relationships, driving organic
growth. However, whilst the AdEPT Board believes its strategy is
capable of delivering long-term growth and profitability, it
recognises that uncertainties and risks exist in the short-term,
most of which are beyond AdEPT's control. Supply chain constraints,
whilst being mitigated to a large extent, continue to provide
challenges and these, combined with cost inflation headwinds and a
deteriorating macro environment, are impacting AdEPT's near-term
growth.
-- The AdEPT Board believes that the weak macroeconomic outlook
in the UK is placing significant pressure on many smaller quoted
companies. The AdEPT Board believes that the current market
capitalisation of AdEPT is affecting its ability to raise new
capital at sensible valuations and, therefore, its ability to
optimise AdEPT's growth over the medium term.
-- In considering its recommendation of the Acquisition, the
AdEPT Board has taken into account the risks inherent in the
continued execution of its strategy on a standalone basis, AdEPT's
current trading environment, and the potential for future growth in
equity value for shareholders against the certainty of a cash
offer. The AdEPT Board believes that the terms of the Acquisition
fairly recognise the medium-term prospects and growth potential of
AdEPT as a standalone business.
-- The AdEPT Board also notes that, prior to agreeing the terms
of the Acquisition it, along with AdEPT's financial advisers,
sought and evaluated a number of other expressions of interest in
AdEPT in order to ensure that the position of AdEPT Shareholders
was optimised. The AdEPT Board highlights that, as at the date of
this Announcement, AdEPT is no longer in discussions with any other
party.
-- The AdEPT Board believes that the Acquisition provides an
opportunity for AdEPT Shareholders to realise their entire
investment at an attractive valuation in cash.
Irrevocable undertakings and letter of intent
-- In addition to the irrevocable undertakings given by those
AdEPT Directors who hold AdEPT Shares and certain of the AdEPT
Directors' connected persons, Bidco has also received irrevocable
undertakings from certain AdEPT Shareholders to vote or procure
votes to approve the Scheme at the Court Meeting and to vote or
procure votes in favour of the Resolutions to be proposed at the
General Meeting.
-- As at 8 February 2023 (being the date of this Announcement)
all irrevocable undertakings received together represented, in
aggregate, 13,374,077 AdEPT Shares representing approximately 53.4
per cent. of the ordinary share capital of AdEPT in issue as at the
Latest Practicable Date.
-- Bidco has also received a non-binding letter of intent from
an AdEPT Shareholder to vote to approve the Scheme at the Court
Meeting and to vote in favour of the Resolutions to be proposed at
the General Meeting. As at the date of this Announcement, this
letter of intent represented 786,912 AdEPT Shares representing
approximately 3.1 per cent. of the ordinary share capital of AdEPT
in issue as at the Latest Practicable Date.
-- Bidco has therefore received irrevocable undertakings or a
letter of intent in respect of a total of 14,160,989 AdEPT Shares,
representing, in aggregate, approximately 56.6 per cent. of the
ordinary share capital of AdEPT in issue as at the Latest
Practicable Date. Shareholders holding AdEPT Shares representing
24.6 per cent. of the ordinary share capital of AdEPT in issue as
at the Latest Practicable Date have provided hard irrevocable
undertakings.
-- Full details of the irrevocable undertakings and letter of
intent are set out in Appendix 3 to this Announcement.
Timetable and Conditions
-- It is intended that the Acquisition will be implemented by
means of a court-sanctioned scheme of arrangement under Part 26 of
the Companies Act (although Bidco reserves the right to effect the
Acquisition by way of a Takeover Offer, subject to the consent of
the Panel).
-- The terms of the Acquisition will be put to AdEPT
Shareholders at the Court Meeting and the General Meeting. The
Court Meeting and the General Meeting are required to enable AdEPT
Shareholders to consider, and if thought fit, vote in favour of the
Scheme and the Resolutions to implement the Scheme. In order to
become Effective, the Scheme must be approved by a majority in
number of Scheme Shareholders, present and voting at the Court
Meeting (and entitled to vote), whether in person or by proxy,
representing at least 75 per cent. in value of the Scheme Shares
held by those Scheme Shareholders who have voted. In addition, at
the General Meeting the Resolutions must each be passed by AdEPT
Shareholders representing at least 75 per cent. of the votes
validly cast on such Resolutions, whether in person or by proxy.
The General Meeting is expected to be held immediately after the
Court Meeting.
-- The Scheme will also need to be sanctioned by the Court.
Finally, a copy of the Court Order must be delivered to the
Registrar of Companies for registration, upon which the Scheme will
become Effective.
-- The Acquisition will be made in accordance with the Takeover
Code and on the terms and subject to the Conditions set out in
Appendix 1 to this Announcement, including the NS&I Act
Condition set out in paragraph 3 of Appendix 1 . Full details of
the Acquisition will be set out in the Scheme Document.
-- It is expected that the Scheme Document, containing further
information about the Acquisition and notices of the Court Meeting
and the General Meeting, together with the associated forms of
proxy, will be posted to AdEPT Shareholders within 28 days of this
Announcement (or such later time as AdEPT, Bidco and the Panel
agree) and the Meetings are expected to be held shortly
thereafter.
-- The Acquisition is currently expected to become Effective in
Spring 2023, subject to the satisfaction (or, where applicable,
waiver) of the Conditions and further terms set out in Appendix 1
to this Announcement. An expected timetable of key events relating
to the Acquisition will be provided in the Scheme Document.
Comments on the Acquisition
-- Commenting on the Acquisition, Ian Fishwick, Chairman of AdEPT, said:
"Since its formation on 1 January 2003, AdEPT has been on a
strategic journey that has latterly focussed on building scale and
broadening its service offering in a fragmented industry and a
mission to create a highly respected managed service provider to
empower its customers to take advantage of the benefits of a wealth
of technology from class-leading partners in a unified way.
As a result of this strategy, AdEPT has been transformed into
one of the UK's leading independent providers of IT managed
services, connectivity, unified communications solutions, and cloud
services. AdEPT is now an award-winning company that delivers
services for a broad range of public and private sector clients
with a resilient, highly recurring, cash generative financial
profile underpinned by its 'One AdEPT' philosophy and operating
platform.
Whilst we believe that the AdEPT platform can deliver long-term
growth and profitability, we also recognise that uncertainties and
risks exist in the short to medium term which impact AdEPT's
ability to optimise growth as a stand-alone quoted entity. We
acknowledge the additional commercial benefits which could be
obtained as part of a larger, well-funded group, and believe the
combination of AdEPT with Wavenet will enable the next phase of
AdEPT's growth to be strongly supported.
Given the balance of future opportunities and risks, we are
comfortable that the Acquisition fairly recognises the medium-term
prospects and growth potential of AdEPT as a standalone business
and provides AdEPT Shareholders with an immediate, certain and
attractive value in cash. "
-- Commenting on the Acquisition, Bill Dawson, Chief Executive
Officer of Wavenet, said:
"I am delighted to announce the proposed combination of the
AdEPT business with the Wavenet Group. I have huge respect for the
leadership of Ian Fishwick and the significant achievements of the
AdEPT team. They have created a leading AIM-quoted Managed Service
Provider delivering to a variety of top tier clients. We look
forward to working with the AdEPT team as part of the Wavenet Group
and driving growth by focusing on the best of both Wavenet and
AdEPT's skills and services. I am also grateful for the support of
AdEPT's largest shareholder, Christopher Kingsman, who has been
very supportive of this proposed transaction since the
beginning."
-- Commenting on the Acquisition, Adam Joseph, Senior Managing
Director, Head of Private Equity, Europe for the Macquarie Group,
said:
"We invested into Wavenet Limited in early 2021 and are
delighted to back Bill Dawson and his team again in this strategic
acquisition. The combined Wavenet and AdEPT business will have an
excellent product offering and AdEPT's education presence in
particular will add scale in an attractive end sector. On
completion the enlarged Wavenet Group will have pro forma annual
revenues of over GBP200 million(1) - triple the level at the time
of our initial investment."
(1) Based on historical figures.
This summary should be read in conjunction with, and is subject
to, the full text of the following announcement (including its
Appendices). The Acquisition will be subject to the Conditions and
certain further terms set out in Appendix 1 to this Announcement
and to the full terms and conditions which will be set out in the
Scheme Document. Appendix 2 to this Announcement contains the
sources of information and bases of calculations of certain
information contained in this Announcement. Appendix 3 to this
Announcement contains a summary of the irrevocable undertakings and
letter of intent received by Bidco in relation to this Acquisition.
Appendix 4 to this Announcement contains definitions of certain
terms and expressions used in this summary and in the following
announcement (including its Appendices).
Enquiries:
Wavenet and Bidco
Bill Dawson (Chief Executive Officer)
Venetia Cooper (Chief Financial Officer) +44 (0)121 794 1415
Cardean Bell Ltd
(Financial Adviser to Bidco)
Peter Bell
Michael Shaw +44 (0)20 3982 5035
MarchHarvey Ltd
(Financial Adviser to Bidco)
Oliver Levy +44 (0)20 7289 8121
AdEPT Technology Group plc
Ian Fishwick (Chairman)
Phil Race (Chief Executive Officer) +44 (0)34 4557 7200
Houlihan Lokey UK Limited
(Financial Adviser and Joint Rule 3
Adviser to AdEPT)
James Craven
Tim Richardson
Declan O'Connor +44 (0)20 7839 3355
Singer Capital Markets Advisory LLP
(Nominated Adviser, Joint Rule 3 Adviser
and Corporate Broker to AdEPT)
Shaun Dobson
Alaina Wong
Sandy Fraser +44 (0)20 7496 3000
Belvedere Communications
(Public Relations Adviser to AdEPT)
Cat Valentine +44 (0)20 3008 6864
Travers Smith LLP is acting as legal adviser to Bidco.
Cripps LLP is acting as legal adviser to AdEPT.
Disclaimers
Cardean Bell Ltd ("Cardean Bell"), which is an Appointed
Representative of Sturgeon Ventures LLP, which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority
("FCA"), is acting as financial adviser to Bidco and for no one
else in connection with the Acquisition and will not be responsible
to anyone other than Bidco for providing the protections afforded
to clients of Cardean Bell in relation to the Acquisition, the
contents of this Announcement or any other matters referred to in
this Announcement. Neither Cardean Bell 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 Cardean
Bell in connection with this Announcement, any statement contained
herein or otherwise.
MarchHarvey Ltd ("March Harvey"), which is an Appointed
Representative of Kroll Securities Ltd, 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 the
Acquisition and will not be responsible to anyone other than Bidco
for providing the protections afforded to clients of March Harvey
in relation to the Acquisition, the contents of this Announcement
or any other matters referred to in this Announcement. Neither
March Harvey 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 March Harvey in connection with this
Announcement, any statement contained herein or otherwise.
Houlihan Lokey UK Limited ("Houlihan Lokey"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting exclusively as financial adviser to AdEPT and for no one
else in connection with the Acquisition and will not be responsible
to anyone other than AdEPT for providing the protections afforded
to clients of Houlihan Lokey for providing advice in relation to
the Acquisition, the contents of this Announcement or any other
matters referred to in this Announcement. Neither Houlihan Lokey
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 Houlihan Lokey in connection with this
Announcement, any statement contained herein or otherwise.
Singer Capital Markets Advisory LLP ("Singer Capital Markets"),
which is authorised and regulated in the United Kingdom by the FCA,
is acting exclusively as financial adviser to AdEPT and for no one
else in connection with the Acquisition and will not be responsible
to anyone other than AdEPT for providing the protections afforded
to clients of Singer Capital Markets for providing advice in
relation to the Acquisition, the contents of this Announcement or
any other matters referred to in this Announcement. Neither Singer
Capital Markets 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 Singer Capital Markets in connection
with this Announcement, any statement contained herein or
otherwise.
Further information
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
inducement to sell or an invitation to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities or a
solicitation of an offer to buy any securities, any vote or
approval in any jurisdiction pursuant to the Acquisition or
otherwise, nor shall there be any purchase, sale, issuance or
exchange of securities or such solicitation in any jurisdiction in
which such offer, solicitation, sale issuance or exchange is
unlawful. The Acquisition will be made solely by means of the
Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Offer Document), which will contain 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 in the Scheme Document (or, if the
Acquisition is implemented by way of a Takeover Offer, the Offer
Document).
This Announcement has been prepared in connection with proposals
in relation to a scheme of arrangement pursuant to and for the
purpose of complying with English law, the AIM Rules and the
Takeover Code 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
England. Nothing in this Announcement should be relied on for any
other purpose.
AdEPT and Bidco will prepare the Scheme Document (or, if the
Acquisition is implemented by way of a Takeover Offer, the Offer
Document) to be distributed to AdEPT Shareholders at no cost to
them. AdEPT and Bidco urge AdEPT Shareholders to read the Scheme
Document when it becomes available because it will contain
important information relating to the Acquisition.
This Announcement does not constitute a prospectus, prospectus
equivalent document or an exempted document.
Overseas jurisdictions
This Announcement has been prepared in accordance with and for
the purpose of complying with the laws of England and Wales, the
Takeover Code, the AIM Rules, and the Market Abuse Regulation (EU
596/2014) (which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018) 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 England and Wales.
The release, publication or distribution of this Announcement in
or into certain jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons into whose possession
this Announcement comes should inform themselves of, and observe,
such restrictions. Further details in relation to the Overseas
Shareholders will be contained in the Scheme Document. Any failure
to comply with any such 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 Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the
Acquisition shall 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 Scheme by any such means from 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 Acquisition
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 Acquisition (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.
The availability of the Acquisition to AdEPT Shareholders who
are not resident in the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are resident. Persons
who are not resident in the United Kingdom should inform themselves
of, and observe, any applicable requirements. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
The Acquisition shall be subject to the applicable requirements
of the Takeover Code, the Panel, the London Stock Exchange, the
FCA, the AIM Rules and the Registrar of Companies.
Additional information for US investors in AdEPT
AdEPT Shareholders in the United States should note that the
Acquisition relates to the shares of an English company with a
listing on AIM and is proposed to be effected by means of a scheme
of arrangement under English law. This Announcement, the Scheme
Document and certain other documents relating to the Acquisition
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 Acquisition 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. If, in the future, Bidco exercises the right to
implement the Acquisition by way of a Takeover Offer and determines
to extend the offer into the United States, the Acquisition will be
made in compliance with applicable United States laws and
regulations, including any applicable exemptions under the US
Exchange Act.
AdEPT's financial statements, and all financial information that
is included in this Announcement, the Scheme Document or any other
documents relating to the Acquisition, have been or will be
prepared in accordance with IFRS 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 Acquisition by a US holder
as consideration for the transfer of its AdEPT 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 AdEPT
Shareholder is urged to consult their independent professional
adviser immediately regarding the tax consequences of the
Acquisition applicable to them.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws, since Bidco
and AdEPT 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, (to the extent applicable) Bidco,
certain affiliated companies and their nominees or brokers (acting
as agents) may make certain purchases of, or arrangements to
purchase, shares in AdEPT outside of the US, other than pursuant to
the Acquisition, until the date on which the Acquisition and/or
Scheme 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 .
Neither the United States Securities and Exchange Commission nor
any US state securities commission has approved or disapproved the
Acquisition, passed upon the merits or fairness of the Acquisition
or passed any opinion upon the accuracy, adequacy or completeness
of this Announcement (nor will it do so in respect of the Scheme
Document). Any representation to the contrary is a criminal offence
in the United States.
Forward looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by Bidco, AdEPT, any
member of the Wider Wavenet Group or any member of the Wider AdEPT
Group may contain statements which are, or may be deemed to be,
"forward looking statements". Forward looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections about future events,
and are therefore subject to risks and uncertainties which could
cause actual results to differ materially from the future results
expressed or implied by the forward looking statements.
The forward looking statements contained in this Announcement
include statements relating to the expected effects of the
Acquisition on Bidco, AdEPT, any member of the Wider Wavenet Group
or any member of the Wider AdEPT Group (including their future
prospects, developments and strategies), the expected timing and
scope of the Acquisition and other statements other than historical
facts. Often, but not always, forward looking statements can be
identified by the use of forward looking words such as "prepares",
"plans", "expects" or "does not expect", "is expected", "is subject
to", "budget", "projects", "synergy", "strategy", "scheduled",
"goal", "estimates", "forecasts", "intends", "cost-saving",
"intends", "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Forward looking
statements may 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,
AdEPT's, any member of the Wider Wavenet Group's or any member of
the Wider AdEPT Group's operations and potential synergies
resulting from the Acquisition; and (iii) the effects of global
economic conditions and governmental regulation on Bidco's,
AdEPT's, any member of the Wider Wavenet Group's or any member of
the Wider AdEPT Group's business.
Although Bidco and AdEPT believe that the expectations reflected
in such forward looking statements are reasonable, Bidco, AdEPT,
the Wider Wavenet Group and the Wider AdEPT Group can give no
assurance that such expectations will prove to be correct. By their
nature, forward looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that will
occur in the future. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward looking statements.
These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite
regulatory and shareholder approvals and the satisfaction of other
Conditions; changes in the global political, economic, business and
competitive environments and in market and regulatory forces;
changes in future exchange and interest rates; changes in tax
rates; future business combinations or disposals; changes in
general economic and business conditions; changes in the behaviour
of other market participants; the anticipated benefits from the
Acquisition not being realised as a result of changes in general
economic and market conditions in the countries in which Bidco,
AdEPT, the Wider Wavenet Group and/or the Wider AdEPT Group
operate; weak, volatile or illiquid capital and/or credit markets;
changes in the degree of competition in the geographic and business
areas in which Bidco, AdEPT, the Wider Wavenet Group and/or the
Wider AdEPT Group operate; and changes in laws or in supervisory
expectations or requirements. Other unknown or unpredictable
factors could cause actual results to differ materially from those
expected, estimated or projected in the forward looking statements.
If any one or more of these risks or uncertainties materialises or
if any one or more of the assumptions proves incorrect, actual
results may differ materially from those expected, estimated or
projected. Such forward looking statements should therefore be
construed in the light of such factors.
Neither Bidco, AdEPT, the Wider Wavenet Group nor the Wider
AdEPT Group, nor any of their respective associates or directors,
officers or advisers, provide 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. Given these risks and uncertainties, potential investors are
cautioned not to place any reliance on these forward looking
statements.
Specifically, statements of estimated cost savings and synergies
related to future actions and circumstances which, by their nature,
involve risks, uncertainties and contingencies. As a result, the
cost savings and synergies referred to may not be achieved, may be
achieved later or sooner than estimated, or those achieved could be
materially different from those estimated.
Other than in accordance with their legal or regulatory
obligations, neither Bidco, AdEPT, the Wider Wavenet Group nor the
Wider AdEPT Group is under any obligation, and each such person
expressly disclaims any intention or obligation to update or revise
any forward looking statements, whether as a result of new
information, future events or otherwise.
No profit forecasts, estimates or qualified benefits
statements
No statement in this Announcement, or incorporated by reference
in this Announcement, is intended as a profit forecast, profit
estimate or quantified benefits statement for any period and no
statement in this Announcement should be interpreted to mean that
earnings or earnings per share for AdEPT for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per share for AdEPT.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Publication on website
A copy of this Announcement and the documents required to be
published pursuant to Rule 26.1 of the Takeover Code will be
available, free of charge, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, on AdEPT's website
at https://documents.adept.co.uk/wavenet-acquisition and Wavenet
Limited's website at https://uk.wavenetuk.com/offer-for-adept by no
later than 12.00 p.m. on the Business Day following this
Announcement. For the avoidance of doubt, none of the content of
AdEPT's or Wavenet Limited's websites is incorporated into, or
forms part of, this Announcement.
Information relating to AdEPT Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by AdEPT Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from AdEPT may be provided to Wavenet during the
Offer Period as required under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
Right to receive documents in hard copy form
Any person entitled to receive a copy of documents,
announcements and information relating to the Acquisition is
entitled to receive such documents in hard copy form free of
charge. For persons who receive a copy of this Announcement in
electronic form or via a website notification, a hard copy of this
Announcement will not be sent unless so requested. A person may
request that all future documents, announcements and information in
relation to the Acquisition are sent to them in hard copy form.
In accordance with Rule 30.3 of the Takeover Code, AdEPT
Shareholders, persons with information rights and holders of AdEPT
Share Options may request a hard copy of this announcement by
contacting AdEPT's Registrars on 0370 889 3192 (or +44 370 889
3192) if calling from outside the UK). 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 Shareholder Helpline is open between 9.00 a.m. and 5.30
p.m., Monday to Friday (excluding public holidays in England and
Wales). Different charges may apply to calls from mobile telephones
and calls may be recorded and randomly monitored for security and
training purposes.
Please note the Shareholder Helpline cannot provide advice on
the merits of the Acquisition or the Scheme nor give any financial,
investment, legal or tax advice.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 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 Takeover Code, any person who is, or
becomes, interested in 1 per cent. 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(s), 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 of the Takeover Code.
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 of
the Takeover Code).
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.
General
Bidco reserves the right to elect, with the consent of the Panel
to implement the Acquisition by way of a Takeover Offer as an
alternative to the Scheme. In such an event, the Takeover Offer
will be implemented on the same terms or, if Bidco so decides, on
such other terms being no less favourable (subject to appropriate
amendments), so far as applicable, as those which would apply to
the Scheme and subject to the amendment referred to in Appendix 1
to this Announcement. Upon sufficient acceptances being received in
respect of such Takeover Offer, Bidco intends to exercise its
rights to apply the provisions of Chapter 3 of Part 28 of the
Companies Act so as to acquire compulsorily the remaining AdEPT
Shares in respect of which the Takeover Offer has not been
accepted.
Investors should be aware that Bidco may purchase AdEPT Shares
otherwise than under any Takeover Offer or the Scheme, including
pursuant to privately negotiated purchases.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under FSMA if you are resident in the United Kingdom or,
if not, from another appropriate authorised independent financial
adviser.
Rule 2.9
For the purposes of Rule 2.9 of the Takeover Code, AdEPT
confirms that, as at the date of this Announcement, it had in issue
25,029,957 ordinary shares of GBP0.10 each. The International
Securities Identification Number of the ordinary shares is
GB00B0WY3Y47.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
This announcement contains inside information
FOR IMMEDIATE RELEASE
8 February 2023
RECOMMED CASH ACQUISITION
OF
AdEPT TECHNOLOGY GROUP PLC
BY
THETIS BIDCO LIMITED
a member of the Wavenet Group
to be implemented by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
1. Introduction
The boards of Thetis Bidco Limited ("Bidco"), a member of the
Wavenet Group and also a subsidiary of Macquarie Group Limited, and
AdEPT Technology Group plc ("AdEPT") are pleased to announce that
they have reached agreement on the terms and conditions of a
recommended all cash offer by Bidco for the entire issued and to be
issued ordinary share capital of AdEPT (the "Acquisition"). The
Acquisition is intended to be implemented by means of a scheme of
arrangement under Part 26 of the Companies Act.
2. The Acquisition
Under the terms of the Acquisition, which will be subject to the
Conditions and further terms set out in Appendix 1 to this
Announcement and the full terms and conditions to be set out in the
Scheme Document, each AdEPT Shareholder will be entitled to
receive:
for each AdEPT Share: 201 pence in cash
The Acquisition values the entire issued, and to be issued,
ordinary share capital of AdEPT at approximately GBP50.3
million.
The price per AdEPT Share represents a premium of
approximately:
-- 74.8 per cent. to the Closing Price of 115 pence per AdEPT
Share on 7 February 2023 (being the last Business Day before the
date of the commencement of the Offer Period); and
-- 77.4 per cent. to the volume-weighted average price of 113
pence per AdEPT Share for the three-month period ended 7 February
2023.
As part of the Acquisition, the AdEPT Board has resolved to
cancel the interim dividend of 2.50 pence per AdEPT Share in
respect of the six months ended 30 September 2022, which was
announced on 15 November 2022 with a record date of 10 March 2023
and a payment date of 7 April 2023. If for any reason the
Acquisition does not become Effective the AdEPT Board intends to
reinstate the interim dividend of 2.50 pence per AdEPT Share with
the record date and payment date to be confirmed at the time of
reinstatement.
If any dividend, other distribution and/or other return of value
is proposed, authorised, declared, made or paid or becomes payable
in respect of AdEPT Shares on or after the date of this
Announcement and before the Effective Date, Bidco reserves the
right to reduce the Consideration by the amount of any such
dividend, other distribution and/or other return of value.
If Bidco exercises its right to reduce the Consideration by all
or part of the amount of any dividend, other distribution and/or
other return of value, the relevant eligible AdEPT Shareholders
will be entitled to receive and retain such dividend, other
distribution and/or other return of value, and any reference in
this announcement to the Consideration will be deemed to be a
reference to the Consideration as so reduced.
Any exercise by Bidco of its rights referred to in the above
paragraph shall be the subject of an announcement and, for the
avoidance of doubt, shall not be regarded as constituting any
revision or variation of the terms of the Scheme. If and to the
extent that any such dividend, other distribution and/or other
return of value has been declared or announced but not paid or made
or is not payable in respect of the AdEPT Shares prior to the
Effective Date or by reference to a record date prior to the
Effective Date or such dividend, other distribution and/or other
return of value is: (i) transferred pursuant to the Acquisition on
a basis which entitles Bidco to receive the dividend, other
distribution and/or other return of value and to retain it; or (ii)
cancelled before payment, the Consideration shall not be subject to
change in accordance with the above paragraph.
It is intended that the Acquisition will be implemented by means
of a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act (although Bidco reserves the right to effect the
Acquisition by way of a Takeover Offer, subject to the consent of
the Panel).
It is expected that the Scheme Document, containing further
information about the Acquisition and notices of the Court Meeting
and the General Meeting, together with the associated forms of
proxy, will be posted to AdEPT Shareholders within 28 days of this
Announcement (or such later time as AdEPT, Bidco and the Panel
agree) and the Meetings are expected to be held shortly
thereafter.
The Scheme will also need to be sanctioned by the Court.
Finally, a copy of the Court Order must be delivered to the
Registrar of Companies for registration, upon which the Scheme will
become Effective.
The Acquisition is currently expected to become Effective in
Spring 2023, subject to the satisfaction (or, where applicable,
waiver) of the Conditions and further terms set out in Appendix 1
to this Announcement, including the NS&I Act Condition set out
in paragraph 3 of Appendix 1 . An expected timetable of key events
relating to the Acquisition will be provided in the Scheme
Document.
The AdEPT Shares will be acquired fully paid and free from all
liens, charges, equitable interests, encumbrances and rights of
pre-emption and any other interests of any nature whatsoever and
together with all rights attaching thereto.
3. Information on Bidco
Bidco is a private company limited by shares, incorporated on 22
January 2021. It is a wholly-owned indirect subsidiary of Thetis
Topco Limited, which itself is a subsidiary of the Macquarie Group.
The other shareholders of Thetis Topco Limited include Wavenet
management. Bidco is also the non-trading holding company of
Wavenet, including Wavenet Limited and OGL Computer Support
Holdings Limited. The directors of Bidco are William (Bill) Dawson,
Venetia Cooper, Philip Grannum and Stewart Motler.
4. Information on Wavenet
Formed in 2000 and acquired by the Macquarie Group in 2021
through its European private equity division, MPRC Europe Limited,
Wavenet is a multi-award-winning provider of telecoms and
technology solutions to over 15,000 business and enterprise
customers across the UK. Wavenet is a Registered Certified Cisco
Partner, Microsoft Gold Partner, has Platinum Partner status with
Mitel and Silver Peak and holds authorised partner status with
Five9. Wavenet has offices in Solihull, Chester, Norwich, Cardiff,
Nottingham, London, Twickenham, Cambridge, Worcestershire and St
Albans and employs c.550 people, including over 250 trained support
staff and engineers.
5. Information on Macquarie
Macquarie Group is a diversified international provider of
investment banking and financial services, with over 19,000
employees in more than 30 countries globally. Macquarie Principal
Finance Pty Limited is the Macquarie Group's principal balance
sheet investment platform and wholly owns MPRC Europe Limited.
Since inception in 2009, Macquarie Principal Finance Pty Limited
has deployed over A$38 billion globally across a variety of
sectors. MPRC Europe Limited is the European private equity
division of Macquarie Principal Finance Pty Limited.
Macquarie Group Limited, the ultimate parent undertaking of the
Macquarie Group, has been listed on the Australian Securities
Exchange since 1996 and has a current market capitalisation in
excess of A$70 billion.
6. Information on AdEPT
The AdEPT Group is one of the UK's leading independent providers
of managed services for IT, unified communication, connectivity,
voice and cloud services. AdEPT was established in January 2003 and
the AdEPT Shares were admitted to trading on AIM in February
2006.
AdEPT deploys products from a number of communications and IT
partners to provide solutions tailored to meet the specific
requirements of its customers. AdEPT offers comprehensive
communications and IT solutions to over 12,000 customer sites
across the UK in both the public and private sectors. It has a
number of long-standing strategic relationships with leading
vendors such as Openreach, Convergence Group, Extreme Networks,
Cato Networks, Virgin Media Business, Avaya and Microsoft. AdEPT
also has a history of successfully acquiring and integrating
businesses with complementary and additional product ranges to
enhance the AdEPT Group's capabilities.
The AdEPT Group employs c.340 people across nine UK offices in
London, Tunbridge Wells, Fleet, Northampton, Chingford, St Neots,
Dorking, Orpington and Doncaster.
For its financial year ended 31 March 2022, AdEPT reported
revenues of GBP68.1 million (2021: GBP57.9 million) and underlying
EBITDA of GBP11.9 million (2021: GBP9.8 million).
7. The AdEPT Group's current trading
On 15 November 2022, AdEPT announced its unaudited results for
the six months ended 30 September 2022, reporting revenues of
GBP34.2 million (H1 22: GBP34.3 million), underlying EBITDA of
GBP5.4 million (H1 22: GBP5.7 million) and adjusted profit before
tax of GBP3.0 million (H1 22: GBP3.1 million).
Since 30 September 2022 (being the date to which the AdEPT
Group's interim results were drawn up), the AdEPT Group has
continued to demonstrate its resilience and has maintained the
trend of organic growth in recurring Managed Services experienced
in the first half of its financial year. Strong engagement with key
partners and management of the supply chain has enabled increased
project delivery and an increase in one-off revenues. Traditional
Fixed Line services continued their expected structural decline in
line with prior periods.
In the three-month period ended 31 December 2022 the AdEPT Group
traded in line with the AdEPT Board's expectations.
Whilst the AdEPT Board is cognisant of the current challenges
presented by the macroeconomic environment, it remains confident in
the long-term prospects of AdEPT.
8. Background to and reasons for the Acquisition
The UK technology managed services industry remains diverse and
unconsolidated. Wavenet sees a significant opportunity to build a
broad suite of technology managed services products, and continue
to diversify its customer base into attractive customer sectors,
via the acquisition of complementary businesses like AdEPT. The
board and management of Wavenet believe that scaled operators, with
broad product capabilities, will benefit from outsized market
growth .
Wavenet has a track record of successfully acquiring and
integrating businesses; AdEPT would represent the fifth acquisition
made in less than two years since MPRC Europe Limited's initial
investment into Wavenet.
Wavenet believes that there will be an opportunity to take best
practice from both groups across all operational functions to
enhance the way services are delivered to an expanded client base,
and to do so in a more cost-efficient manner.
9. Recommendation
The AdEPT Directors, who have been so advised by Houlihan Lokey
and Singer Capital Markets as to the financial terms of the
Acquisition, consider the terms of the Acquisition to be fair and
reasonable. In providing their advice to the AdEPT Directors,
Houlihan Lokey and Singer Capital Markets have taken into account
the commercial assessments of the AdEPT Directors. Houlihan Lokey
and Singer Capital Markets are providing independent financial
advice to the AdEPT Directors for the purposes of Rule 3 of the
Takeover Code.
Accordingly, the AdEPT Directors confirm that they intend to
recommend unanimously that AdEPT Shareholders vote to approve the
Scheme at the Court Meeting and to vote in favour of the
Resolutions to be proposed at the General Meeting, as those AdEPT
Directors who hold AdEPT Shares and certain of the AdEPT Directors'
connected persons have irrevocably undertaken to do (or procure to
be done) in respect of their own holdings over which they have
control, being, in aggregate, 846,221 AdEPT Shares representing
approximately 3.4 per cent. of the ordinary share capital of AdEPT
in issue as at the Latest Practicable Date.
10. Background to and reasons for the recommendation
Since 2015, the AdEPT Board has pursued a strategy of building a
fully capable, cloud-centric, managed services business, with a
highly skilled workforce and the ability to wrap solutions with
consulting expertise. With a clear focus on growing its recurring
revenue, AdEPT has successfully transitioned from its legacy
reliance on fixed line services, which are in structural decline.
AdEPT is now a well-invested, operationally efficient business,
providing a comprehensive portfolio of complementary IT and
communications infrastructure and services.
This transformation has been achieved in large part through the
implementation of a successful acquisition strategy. This has added
new services to the AdEPT Group, extending its portfolio of
services and achieving economies of scale, and was underpinned by
an investment in a comprehensive operating platform, One AdEPT,
delivering operational efficiencies.
The AdEPT Board believes that there will continue to be a
growing convergence of telecoms, IT services and infrastructure,
coupled with an ongoing acceleration in strategic IT investments,
as new and existing clients invest in their long-term ICT
requirements and digital transformation. These market demands will
continue to benefit businesses, such as AdEPT, which have strong
capabilities and expertise across multiple product segments.
The AdEPT Board believes that the AdEPT operating platform will
continue to strengthen AdEPT's relationships with key partners,
customers, and major UK network operators, deploy a greater range
of capabilities to both new and existing customers and leverage its
strong supplier relationships, driving organic growth.
However, whilst the AdEPT Board believes its strategy is capable
of delivering long-term growth and profitability, it recognises
that uncertainties and risks exist in the short-term, most of which
are beyond AdEPT's control. Supply chain constraints, whilst being
mitigated to a large extent, continue to provide challenges and
these, combined with cost inflation headwinds and a deteriorating
macro environment, are impacting AdEPT's near-term growth.
The AdEPT Board believes that the weak macroeconomic outlook in
the UK is placing significant pressure on many smaller quoted
companies. The AdEPT Board believes that the current market
capitalisation of AdEPT is affecting its ability to raise new
capital at sensible valuations and, therefore, its ability to
optimise AdEPT's growth over the medium term.
In considering its recommendation of the Acquisition, the AdEPT
Board has taken into account the risks inherent in the continued
execution of its strategy on a standalone basis, AdEPT's current
trading environment, and the potential for future growth in equity
value for shareholders against the certainty of a cash offer. The
AdEPT Board believes that the terms of the Acquisition fairly
recognise the medium-term prospects and growth potential of AdEPT
as a standalone business.
The Acquisition provides AdEPT Shareholders with an immediate,
certain and attractive cash value. The AdEPT Board recognises that
the market in AdEPT Shares is relatively illiquid, with average
daily volumes traded during the twelve month period ended 7
February 2023 being only 11,607 AdEPT Shares. This makes it
challenging for AdEPT Shareholders to monetise their holdings
should they so wish. The Acquisition provides the opportunity for
AdEPT Shareholders to realise their entire investment at an
attractive valuation in cash. The AdEPT Board notes that a number
of AdEPT shareholders, with aggregate interests in AdEPT Shares
totalling c.56.6 per cent of the issued AdEPT Shares, have given
irrevocable undertakings and letters of intent to support the
Acquisition.
The AdEPT Board also notes that, prior to agreeing the terms of
the Acquisition it, along with AdEPT's financial advisers, sought
and evaluated a number of other expressions of interest in AdEPT in
order to ensure that the position of AdEPT Shareholders was
optimised. The AdEPT Board highlights that, as at the date of this
Announcement, AdEPT is no longer in discussions with any other
party.
Therefore, after careful consideration of the Acquisition, the
AdEPT Board has concluded that the Acquisition represents good
value given the balance of future opportunities and risks facing
AdEPT.
Furthermore, the AdEPT Board notes that the Acquisition
represents a premium of approximately:
-- 74.8 per cent. to the Closing Price of 115 pence per AdEPT
Share on 7 February 2023 (being the last Business Day before the
date of the commencement of the Offer Period); and
-- 77.4 per cent. to the volume-weighted average price of 113
pence per AdEPT Share for the three-month period ended 7 February
2023.
In addition to the financial terms of the Acquisition, in its
evaluation of Wavenet as a suitable owner of AdEPT from the
perspective of all stakeholders, the AdEPT Board has also taken
into account Wavenet's intentions for the business, management and
employees and other stakeholders of AdEPT, as set out in paragraph
12 below. In particular, the AdEPT Board notes that, whilst Bidco's
proposed operational and administrative restructuring may result in
a reduction in the total number of roles in the Combined Group,
Bidco has stated that, where possible, it will look to reallocate
staff from discontinued roles which, the AdEPT Board hopes, will
minimise any job losses. The AdEPT Board also notes that Bidco
intends to safeguard the existing contractual and statutory
employment rights of the employees of AdEPT upon completion of the
Acquisition. The AdEPT Board acknowledges the likely benefits to
AdEPT in the next phase of its growth by becoming part of a larger,
well-funded private group with access to additional growth finance.
The AdEPT Board anticipates that the Acquisition will allow the
Combined Group to cross sell its capabilities, increase its buying
power and, with other potential synergies, make it more competitive
which will, in turn, present additional career opportunities for
those employees within it.
Accordingly, following careful consideration of the above
factors, the AdEPT Board intends to recommend unanimously that
AdEPT Shareholders vote in favour of the Scheme at the Court
Meeting and the Resolutions to be proposed at the General
Meeting.
11. Irrevocable undertakings and letter of intent
As described in paragraph 9 above, Bidco has received
irrevocable undertakings to vote (or, where applicable, procure
voting) in favour of the Scheme at the Court Meeting and the
Resolutions to be proposed at the General Meeting (or, in the event
that the Acquisition is implemented by a Takeover Offer, to accept
or procure acceptance of such Takeover Offer) from all of the AdEPT
Directors who hold AdEPT Shares (and certain of the AdEPT
Directors' connected persons), in respect of their own legal and/or
beneficial holdings which are under their control, totalling
846,221 AdEPT Shares (representing approximately 3.4 per cent. of
the existing issued ordinary share capital of AdEPT as at the
Latest Practicable Date), as well as any further AdEPT Shares of
which they may become the legal or beneficial holder.
All of the AdEPT Directors support the Acquisition, as set out
in paragraph 9 above.
In addition to the irrevocable undertakings given by the AdEPT
Directors and certain of the AdEPT Directors' connected persons,
certain AdEPT Shareholders have given irrevocable undertakings to
vote in favour of the Scheme at the Court Meeting and the
Resolutions to be proposed at the General Meeting (or, in the event
that the Acquisition is implemented by a Takeover Offer, to accept
or procure acceptance of such Takeover Offer), in each case in
respect of their own legal and/or beneficial holdings (or those
AdEPT Shares over which they have control) of AdEPT Shares.
As at 8 February 2023 (being the date of this Announcement) all
irrevocable undertakings received together represented, in
aggregate, 13,374,077 AdEPT Shares representing approximately 53.4
per cent. of the ordinary share capital of AdEPT in issue as at the
Latest Practicable Date.
Bidco has also received a non-binding letter of intent from an
AdEPT Shareholder to vote to approve the Scheme at the Court
Meeting and to vote in favour of the Resolutions to be proposed at
the General Meeting. As at the date of this Announcement, this
letter of intent represented 786,912 AdEPT Shares representing
approximately 3.1 per cent. of the ordinary share capital of AdEPT
in issue as at the Latest Practicable Date.
Bidco has therefore received irrevocable undertakings or a
letter of intent in respect of a total of 14,160,989 AdEPT Shares,
representing, in aggregate, approximately 56.6 per cent. of the
ordinary share capital of AdEPT in issue as at the Latest
Practicable Date. Shareholders holding AdEPT Shares representing
24.6 per cent. of the ordinary share capital of AdEPT in issue as
at the Latest Practicable Date have provided hard irrevocable
undertakings.
Further details of these irrevocable undertakings and letter of
intent, including the circumstances in which they cease to be
binding, are set out in Appendix 3 to this Announcement.
12. AdEPT directors, management, employees, pensions, research
and development and locations
Bidco attaches great importance to the skills, experience and
commitment of AdEPT's employees, and recognises that they, together
with Wavenet's employees, will be key to the success of the
Combined Group.
Management, Employees, Headquarters and Locations
Following completion of the Acquisition, Bidco intends to retain
the best talent of Wavenet and AdEPT to maintain its market-leading
levels of support for its customers, clients and partners, and to
focus on the growth potential of the Combined Group.
In order to realise the benefits of the Acquisition, Bidco
management considers that operational and administrative
restructuring will be required to reduce the duplication of roles,
including in overlapping central, operational and support
functions, as well as with regard to the senior management team.
Bidco management therefore expect that there will be a less than 10
per cent. reduction in the total number of roles in the Combined
Group, some of which will take place via natural attrition. Where
possible Bidco will look to reallocate staff from discontinued
roles arising from the integration to new roles, including into
current vacancies within both the Wavenet and AdEPT groups. Wavenet
will look to review the talents of the staff in conjunction with
AdEPT management after completion of the Acquisition and as such no
definitive decisions have been made on the quantum or make up of
any restructuring.
The Combined Group will also benefit from the combination of
office locations, particularly where Wavenet and AdEPT offices are
in relatively close proximity. No definitive decisions have been
made, and office locations will be determined over the next 12
months and beyond by the locations of staff following the
reallocations, restructuring and natural attrition mentioned above,
as well as by lease end and break dates. This includes the AdEPT
head office, for which a new lease has recently been signed with a
first break date in December 2027. It is the intention that
Wavenet's head office in Solihull will become the head office of
the Combined Group. Where appropriate, and subject to the
requirements of the business, Bidco will look to provide affected
staff with a flexible- and/or home-office work environment.
All of the restructuring set out above will be subject to a full
review following the Effective Date, once Bidco management have
been able to evaluate the opportunities in the Combined Group over
a more extended period, and to comprehensive planning and
appropriate engagement with affected employees, stakeholders and
representatives in accordance with the legal obligations of the
Combined Group.
Other than as described above, Bidco does not anticipate that
there will be any material change to the balance of skills and
functions of the employees in the Combined Group.
Bidco intends to safeguard the existing contractual and
statutory employment rights of the employees of Wavenet and AdEPT
in accordance with applicable law upon completion of the
Acquisition.
Following completion of the Acquisition and as part of
integration planning, Bidco may review the remuneration and
incentivisation arrangements of AdEPT as part of the Combined
Group, as well as redundancy and other policies, with a view to
harmonising employee benefits across the Combined Group.
All AdEPT non-executive directors have agreed to resign as
directors of AdEPT with effect from completion of the
Acquisition.
Management Bonus, Settlement and Amendment Agreements
The Remuneration Committee of the AdEPT Board has, with the
input and consent of Bidco, approved amendments to the bonus
arrangements for the years ending 31 March 2023 and 2024 and
certain other employment arrangements relating to the AdEPT
Executive Directors (being Phil Race, John Swaite and Andy Lovett),
some of which are subject to the Acquisition becoming Effective.
Further details of these arrangements will be contained in the
Scheme Document.
AdEPT Group Pension Schemes
Bidco does not intend to make any material changes to the
eligibility rules or contribution rates that currently apply under
AdEPT's defined contribution pension plans and intends to comply
with all applicable law in this regard. AdEPT does not operate a
defined benefit pension scheme.
Research and development and fixed assets
AdEPT does not have any employees conducting full time research
and development. Bidco has no plans to change this.
Other than as described above, Bidco does not anticipate that
there will be any material redeployment of the fixed assets of
AdEPT.
Trading Facilities
The AdEPT Shares are currently admitted to trading on AIM. As
set out in paragraph 19 below, before the Scheme becomes Effective,
it is intended that applications will be made to the London Stock
Exchange for the cancellation of trading of the AdEPT Shares on
AIM, with effect shortly following the Effective Date.
No post-offer undertakings
None of the statements in this paragraph 12 is a "post-offer
undertaking" for the purposes of Rule 19.5 of the Takeover
Code.
13. Financing of the Acquisition
The Acquisition will be fully funded through a combination of
new debt and equity financing.
The equity financing will be provided by MPRC Europe Limited,
the majority investor in the Wavenet Group, pursuant to an equity
commitment letter (the "Equity Commitment Letter"). The debt
financing will be provided by funds controlled or managed by Ares
Management Limited and will be made available by way of Bidco
drawing on a new incremental term facility established pursuant to
an incremental facility notice (the "Incremental Facility Notice")
in accordance with the terms of the existing debt financing
arrangements of the Wavenet Group (the "Incremental Facility
Agreement").
Under the terms of the Incremental Facility Agreement, Bidco has
agreed that, save as required by the Takeover Code, the Panel, the
Court and/or any applicable law or regulation or with the consent
of the Agent (as defined in the Incremental Facility Agreement) it
will not amend, vary, waive or otherwise modify the terms and
conditions of the Acquisition to the extent such amendment,
variance, waiver or modification would be materially prejudicial to
the interests of the Lenders (as defined in the Incremental
Facility Agreement).
Cardean Bell and March Harvey, in their capacity as financial
advisers to Bidco , are satisfied that sufficient resources are
available to Bidco to enable it to satisfy in full the cash
consideration payable to Scheme Shareholders under the terms of the
Acquisition.
Further information on the financing of the Acquisition will be
set out in the Scheme Document.
14. AdEPT Share Options
Holders of the AdEPT Share Options will be contacted regarding
the effect of the Acquisition on their rights under the AdEPT Share
Options and an appropriate proposal will be made to such
participants in accordance with the provisions of Rule 15 of the
Takeover Code, and such proposal shall reflect their rights under
the AdEPT Share Options in due course.
Details of the impact of the Scheme on the AdEPT Share Options
and the offer will be set out in the Scheme Document.
15. Convertible Loan Note
The Convertible Loan Notes are held by a single noteholder and
will be redeemed in full on completion of the Acquisition. The
exercise price for conversion of the Convertible Loan Notes is
significantly higher than the Consideration and the holder of the
Convertible Loan Notes has undertaken not to convert the
Convertible Loan Notes into AdEPT Shares, pursuant to the
irrevocable undertaking detailed in Appendix 3 to this
Announcement.
16. Offer-related arrangements
Confidentiality Agreement
On 18 October 2022, Thetis Topco Limited ("Topco") (a parent
undertaking of Bidco) and AdEPT entered into a confidentiality
agreement (the "Confidentiality Agreement") pursuant to which Topco
has undertaken to keep, and to procure that certain of its
representatives keep, confidential information relating to AdEPT
and/or to the Acquisition, to use such information solely for the
agreed purposes in relation to the Acquisition and not to disclose
it to third parties (other than certain permitted parties and with
certain other customary exceptions).
These confidentiality obligations will remain in force until the
earlier of: (a) completion of the Acquisition; and (b) two years
from the date of the Confidentiality Agreement.
Topco has also agreed to customary standstill arrangements
pursuant to which it has agreed that, without the prior written
consent of AdEPT, it will not, and procure Bidco will not, acquire
AdEPT Shares or any interest in AdEPT Shares. These restrictions
fall away immediately upon the making of this Announcement.
17. Structure of the Acquisition
It is intended that the Acquisition will be implemented by means
of a Court-sanctioned scheme of arrangement between AdEPT and
Scheme Shareholders under Part 26 of the Companies Act (although
Bidco reserves the right to effect the Acquisition by way of a
Takeover Offer, subject to the consent of the Panel).
The purpose of the Scheme is to provide for Bidco to become the
holder of the entire issued and to be issued ordinary share capital
of AdEPT. This is to be achieved by the transfer of the AdEPT
Shares (other than any Excluded Shares) to Bidco, in consideration
for which the AdEPT Shareholders will receive the cash
consideration on the basis set out in paragraph 2 above.
The Acquisition is subject to the Conditions and certain further
terms referred to in Appendix 1 to this Announcement and to the
full terms and conditions to be set out in the Scheme Document, and
will only become Effective if, among other things, the following
events occur on or before the Long Stop Date:
-- a notification is made and accepted under the NS&I Act
and one of the events set out in paragraph 3 of Appendix 1 to this
Announcement has occurred;
-- a resolution to approve the Scheme is passed by a majority in
number of the Scheme Shareholders present and voting (and entitled
to vote) at the Court Meeting, either in person or by proxy,
representing at least 75 per cent. in value of the Scheme Shares
voted by those Scheme Shareholders;
-- the Resolutions required to implement the Scheme being duly
passed by AdEPT Shareholders at the General Meeting representing at
least 75 per cent. of the votes validly cast on such Resolutions,
either in person or by proxy;
-- following the Court Meeting and the General Meeting, the
Scheme is sanctioned by the Court (without modification, or with
modification on terms agreed by Bidco and AdEPT); and
-- following such sanction, a copy of the Court Order is
delivered to the Registrar of Companies.
The Scheme will lapse if, amongst other things:
-- the Court Meeting and the General Meeting are not held on or
before the 22nd day after the expected date of such Meetings, which
will be set out in the Scheme Document (or such later date as may
be agreed between Bidco and AdEPT, with the consent of the Panel
and, if required, the Court);
-- the Sanction Hearing to approve the Scheme is not held on or
before the 22nd day after the expected date of such hearing, which
will be set out in the Scheme Document (or such later date as may
be agreed between Bidco and AdEPT, with the consent of the Panel
and, if required, the Court); or
-- the Scheme does not become Effective on or before the Long Stop Date,
provided, however, that the deadlines for the Court Meeting, the
General Meeting and the Sanction Hearing as set out above may be
waived by Bidco and the deadline for the Scheme to become Effective
may be extended by agreement between AdEPT and Bidco, with the
consent of the Panel and, if required, the Court.
Once the necessary approvals from AdEPT Shareholders have been
obtained and the other Conditions have been satisfied or (where
applicable) waived and the Scheme has been approved by the Court,
the Scheme will become Effective upon delivery of the Court Order
to the Registrar of Companies. Subject to the satisfaction (or,
where applicable, waiver) of the Conditions and the further terms
set out in Appendix 1 to this Announcement, including the NS&I
Act Condition set out in paragraph 3 of Appendix 1 to this
Announcement, the Scheme is expected to become Effective in Spring
2023.
Upon the Scheme becoming Effective: (i) it will be binding on
all Scheme Shareholders, irrespective of whether or not they
attended or voted at the Court Meeting or the General Meeting (and
if they attended and voted, whether or not they voted in favour);
and (ii) entitlements to AdEPT Shares held within the CREST system
will be cancelled and such entitlements rematerialised; and (iii)
share certificates in respect of AdEPT Shares will cease to be
valid. The Consideration will be dispatched to AdEPT Shareholders
no later than 14 days after the Effective Date.
Any AdEPT Shares issued before the Scheme Record Time will be
subject to the terms of the Scheme. The Resolutions to be proposed
at the General Meeting will, amongst other matters, provide that
the AdEPT Articles be amended to incorporate provisions requiring
any AdEPT Shares issued after the Scheme Record Time (other than to
Bidco and/or its nominees) to be automatically transferred to Bidco
(and, where applicable, for Consideration to be paid to the
original recipient of the AdEPT Shares so issued) on the same terms
as the Acquisition (other than terms as to timings and
formalities). The provisions of the AdEPT Articles (as amended)
will avoid any person (other than Bidco and its nominees) holding
shares in the capital of AdEPT after the Effective Date.
Bidco reserves the right to elect to implement the Acquisition
by way of a Takeover Offer as an alternative to the Scheme (subject
to the Panel's consent). In such event, the Acquisition will be
implemented on the same terms (subject to appropriate amendments
including (without limitation) the inclusion of an acceptance
condition which, unless otherwise required by the Panel, will be
set at 90 per cent. (or such lesser percentage as Bidco may decide
after, to the extent necessary, consultation with the Panel, being
in any case more than 50 per cent. of the voting rights attaching
to the AdEPT Shares) of the shares to which the Acquisition relates
and those required by, or deemed appropriate by, Bidco under
applicable law, so far as applicable) as those which would apply to
the Scheme. Further, if sufficient acceptances of such Takeover
Offer are received and/or sufficient AdEPT Shares are otherwise
acquired, it is the intention of Bidco to apply the provisions of
the Companies Act to acquire compulsorily any outstanding AdEPT
Shares to which such Takeover Offer relates.
Further details of the Scheme, including expected times and
dates for each of the Court Meeting, the General Meeting and the
Sanction Hearing, together with notices of the Meetings and with
the associated forms of proxy, will be set out in the Scheme
Document, which will be posted to AdEPT Shareholders within 28 days
of this Announcement (or such later time as AdEPT, Bidco and the
Panel agree) and the Meetings are expected to be held shortly
thereafter. The General Meeting is expected to be held immediately
after the Court Meeting.
The Scheme will be governed by the laws of England and Wales and
will be subject to the jurisdiction of the courts of England and
Wales. The Scheme will be subject to the applicable requirements of
the Takeover Code, the Panel, the London Stock Exchange, the AIM
Rules, the FCA and the Registrar of Companies.
18. Conditions to the Acquisition
The Acquisition will be on the terms and subject to the
Conditions set out in Appendix 1 to this Announcement, including
those referred to in paragraph 17 above and the NS&I Act
Condition set out in paragraph 3 of Appendix 1 to this
Announcement, and the full terms and conditions will be set out in
the Scheme Document.
19. Cancellation of admission to trading of AdEPT Shares
Before the Scheme becomes Effective, it is intended that
applications will be made to the London Stock Exchange for the
cancellation of admission of the AdEPT Shares to trading on AIM,
with effect from or shortly following the Effective Date. The last
day of dealings in, and registration of transfers of, AdEPT Shares
on AIM is expected to be the Business Day immediately prior to the
Effective Date.
On the Effective Date, share certificates in respect of AdEPT
Shares will cease to be valid and entitlements to AdEPT Shares held
within the CREST system will be cancelled. AdEPT Shareholders shall
be required to return share certificates to AdEPT or destroy them
following the Effective Date.
It is also proposed that, following the Effective Date and after
admission of its shares to trading on AIM is cancelled, AdEPT will
be re-registered as a private limited company under the relevant
provisions of the Companies Act.
20. Disclosure of Interests in AdEPT securities
As at the Latest Practicable Date, save for the irrevocable
undertakings referred to in paragraph 11 above and the information
in the table below, neither Bidco, nor any of its directors, nor,
so far as Bidco is aware, any person acting in concert (within the
meaning of the Takeover Code) with any of them for the purposes of
the Acquisition had:
-- any interest in or right to subscribe for any relevant securities of AdEPT;
-- any short positions in respect of relevant securities of
AdEPT (whether conditional or absolute and whether in the money or
otherwise), including any short position under a derivative, any
agreement to sell or any delivery obligation or right to require
another person to purchase or take delivery;
-- borrowed or lent any relevant securities of AdEPT (including,
for these purposes, any financial collateral arrangements of the
kind referred to in Note 4 on Rule 4.6 of the Takeover Code), save
for any borrowed relevant securities of AdEPT which had been either
on-lent or sold; and/or
-- entered into any dealing arrangement of the kind referred to
in Note 11 on the definition of acting in concert in the Takeover
Code.
Name Capacity Nature of Number of
Interest interests
in securities
in AdEPT
Director of
MarchHarvey
Oliver Levy Ltd Shareholder 3,214
----------------------------- ----------------------------- ----------------------------
"Interests in securities" for these purposes and within the
meaning of the Takeover Code arise, in summary, when a person has
long economic exposure, whether absolute or conditional, to changes
in the price of securities (and a person who only has a short
position in securities is not treated as interested in those
securities). In particular, a person will be treated as having an
'interest' by virtue of the ownership, voting rights or control of
securities, or by virtue of any agreement to purchase, option in
respect of, or derivative referenced to, securities.
It has not been practicable for Bidco to make enquiries of all
of its concert parties in advance of the release of this
Announcement. Therefore, all relevant details in respect of Bidco's
concert parties will be included in its Opening Position Disclosure
in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the
Takeover Code.
21. Consents
Each of Cardean Bell, March Harvey, Houlihan Lokey and Singer
Capital Markets has given and not withdrawn its written consent to
the publication of this Announcement with the inclusion of the
references to its name in the form and context in which they
appear.
22. General
The Acquisition will be on the terms and subject to the
Conditions set out in Appendix 1 to this Announcement, and the full
terms and conditions will be set out in the Scheme Document. The
bases and sources of certain financial information contained in
this Announcement are set out in Appendix 2 to this Announcement. A
summary of the irrevocable undertakings and letter of intent given
in relation to the Acquisition is contained in Appendix 3 to this
Announcement. Certain terms and expressions used in this
Announcement are defined in Appendix 4 to this Announcement.
The Scheme Document and the forms of proxy accompanying the
Scheme Document will be sent to AdEPT Shareholders within 28 days
of this Announcement (or on such later date as may be agreed
between Bidco and AdEPT, with the consent of the Panel).
This Announcement does not constitute an offer or an invitation
to purchase or subscribe for any securities. Such offer will be
contained in the Scheme Document. AdEPT Shareholders are advised to
read carefully the Scheme Document and associated forms of proxy
once they have been dispatched.
The availability of the Acquisition to AdEPT 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 citizens. Persons who are not
resident in the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdictions. AdEPT Shareholders who are in any doubt regarding
such matters should consult an appropriate independent professional
adviser in the relevant jurisdiction without delay.
23. Documents available on website
Copies of the following documents will be available promptly via
a link on AdEPT's website at
https://documents.adept.co.uk/wavenet-acquisition and Wavenet
Limited's website at https://uk.wavenetuk.com/offer-for-adept ,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, and in any event by no later than noon on
the Business Day following the date of this Announcement until
completion of the Acquisition:
-- this Announcement;
-- the Equity Commitment Letter;
-- the Incremental Facility Notice;
-- the Incremental Facility Agreement;
-- the irrevocable undertakings and letter of intent referred to in paragraph 11 above;
-- the Confidentiality Agreement referred to in paragraph 16 above; and
-- the written consent letters from each of Cardean Bell, March
Harvey, Houlihan Lokey and Singer Capital Markets as referred to in
paragraph 21 above.
The content of the websites referred to in this Announcement is
not incorporated into and does not form part of this
Announcement.
Enquiries:
Wavenet and Bidco
Bill Dawson (Chief Executive Officer)
Venetia Cooper (Chief Financial Officer) +44 (0)121 794 1415
Cardean Bell Ltd
(Financial Adviser to Bidco)
Peter Bell
Michael Shaw +44 (0)20 3982 5035
MarchHarvey Ltd
(Financial Adviser to Bidco)
Oliver Levy +44 (0)20 7289 8121
AdEPT Technology Group plc
Ian Fishwick (Chairman)
Phil Race (Chief Executive Officer) +44 (0)34 4557 7200
Houlihan Lokey UK Limited
(Financial Adviser and Joint Rule 3
Adviser to AdEPT)
James Craven
Tim Richardson
Declan O'Connor +44 (0)20 7839 3355
Singer Capital Markets Advisory LLP
(Nominated Adviser, Joint Rule 3 Adviser
and Corporate Broker to AdEPT)
Shaun Dobson
Alaina Wong
Sandy Fraser +44 (0)20 7496 3000
Belvedere Communications
(Public Relations Adviser to AdEPT)
Cat Valentine +44 (0)20 3008 6864
Travers Smith LLP is acting as legal adviser to Bidco.
Cripps LLP is acting as legal adviser to AdEPT.
Disclaimers
Cardean Bell Ltd ("Cardean Bell"), which is an Appointed
Representative of Sturgeon Ventures LLP, which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority
("FCA"), is acting as financial adviser to Bidco and for no one
else in connection with the Acquisition and will not be responsible
to anyone other than Bidco for providing the protections afforded
to clients of Cardean Bell in relation to the Acquisition, the
contents of this Announcement or any other matters referred to in
this Announcement. Neither Cardean Bell 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 Cardean
Bell in connection with this Announcement, any statement contained
herein or otherwise.
MarchHarvey Ltd ("March Harvey"), which is an Appointed
Representative of Kroll Securities Ltd, 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 the
Acquisition and will not be responsible to anyone other than Bidco
for providing the protections afforded to clients of March Harvey
in relation to the Acquisition, the contents of this Announcement
or any other matters referred to in this Announcement. Neither
March Harvey 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 March Harvey in connection with this
Announcement, any statement contained herein or otherwise.
Houlihan Lokey UK Limited ("Houlihan Lokey"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting exclusively as financial adviser to AdEPT and for no one
else in connection with the Acquisition and will not be responsible
to anyone other than AdEPT for providing the protections afforded
to clients of Houlihan Lokey for providing advice in relation to
the Acquisition, the contents of this Announcement or any other
matters referred to in this Announcement. Neither Houlihan Lokey
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 Houlihan Lokey in connection with this
Announcement, any statement contained herein or otherwise.
Singer Capital Markets Advisory LLP ("Singer Capital Markets"),
which is authorised and regulated in the United Kingdom by the FCA,
is acting exclusively as financial adviser to AdEPT and for no one
else in connection with the Acquisition and will not be responsible
to anyone other than AdEPT for providing the protections afforded
to clients of Singer Capital Markets for providing advice in
relation to the Acquisition, the contents of this Announcement or
any other matters referred to in this Announcement. Neither Singer
Capital Markets 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 Singer Capital Markets in connection
with this Announcement, any statement contained herein or
otherwise.
Further information
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
inducement to sell or an invitation to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities or a
solicitation of an offer to buy any securities, any vote or
approval in any jurisdiction pursuant to the Acquisition or
otherwise, nor shall there be any purchase, sale, issuance or
exchange of securities or such solicitation in any jurisdiction in
which such offer, solicitation, sale issuance or exchange is
unlawful. The Acquisition will be made solely by means of the
Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Offer Document), which will contain 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 in the Scheme Document (or, if the
Acquisition is implemented by way of a Takeover Offer, the Offer
Document).
This Announcement has been prepared in connection with proposals
in relation to a scheme of arrangement pursuant to and for the
purpose of complying with English law, the AIM Rules and the
Takeover Code 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
England. Nothing in this Announcement should be relied on for any
other purpose.
AdEPT and Bidco will prepare the Scheme Document (or, if the
Acquisition is implemented by way of a Takeover Offer, the Offer
Document) to be distributed to AdEPT Shareholders at no cost to
them. AdEPT and Bidco urge AdEPT Shareholders to read the Scheme
Document when it becomes available because it will contain
important information relating to the Acquisition.
This Announcement does not constitute a prospectus, prospectus
equivalent document or an exempted document.
Overseas jurisdictions
This Announcement has been prepared in accordance with and for
the purpose of complying with the laws of England and Wales, the
Takeover Code, the AIM Rules, and the Market Abuse Regulation (EU
596/2014) (which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018) 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 England and Wales.
The release, publication or distribution of this Announcement in
or into certain jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons into whose possession
this Announcement comes should inform themselves of, and observe,
such restrictions. Further details in relation to the Overseas
Shareholders will be contained in the Scheme Document. Any failure
to comply with any such 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 Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the
Acquisition shall 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 Scheme by any such means from 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 Acquisition
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 Acquisition (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.
The availability of the Acquisition to AdEPT Shareholders who
are not resident in the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are resident. Persons
who are not resident in the United Kingdom should inform themselves
of, and observe, any applicable requirements. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
The Acquisition shall be subject to the applicable requirements
of the Takeover Code, the Panel, the London Stock Exchange, the
FCA, the AIM Rules and the Registrar of Companies.
Additional information for US investors in AdEPT
AdEPT Shareholders in the United States should note that the
Acquisition relates to the shares of an English company with a
listing on AIM and is proposed to be effected by means of a scheme
of arrangement under English law. This Announcement, the Scheme
Document and certain other documents relating to the Acquisition
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 Acquisition 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. If, in the future, Bidco exercises the right to
implement the Acquisition by way of a Takeover Offer and determines
to extend the offer into the United States, the Acquisition will be
made in compliance with applicable United States laws and
regulations, including any applicable exemptions under the US
Exchange Act.
AdEPT's financial statements, and all financial information that
is included in this Announcement, the Scheme Document or any other
documents relating to the Acquisition, have been or will be
prepared in accordance with IFRS 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 Acquisition by a US holder
as consideration for the transfer of its AdEPT 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 AdEPT
Shareholder is urged to consult their independent professional
adviser immediately regarding the tax consequences of the
Acquisition applicable to them.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws, since Bidco
and AdEPT 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, (to the extent applicable) Bidco,
certain affiliated companies and their nominees or brokers (acting
as agents) may make certain purchases of, or arrangements to
purchase, shares in AdEPT outside of the US, other than pursuant to
the Acquisition, until the date on which the Acquisition and/or
Scheme 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 .
Neither the United States Securities and Exchange Commission nor
any US state securities commission has approved or disapproved the
Acquisition, passed upon the merits or fairness of the Acquisition
or passed any opinion upon the accuracy, adequacy or completeness
of this Announcement (nor will it do so in respect of the Scheme
Document). Any representation to the contrary is a criminal offence
in the United States.
Forward looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by Bidco, AdEPT, any
member of the Wider Wavenet Group or any member of the Wider AdEPT
Group may contain statements which are, or may be deemed to be,
"forward looking statements". Forward looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections about future events,
and are therefore subject to risks and uncertainties which could
cause actual results to differ materially from the future results
expressed or implied by the forward looking statements.
The forward looking statements contained in this Announcement
include statements relating to the expected effects of the
Acquisition on Bidco, AdEPT, any member of the Wider Wavenet Group
or any member of the Wider AdEPT Group (including their future
prospects, developments and strategies), the expected timing and
scope of the Acquisition and other statements other than historical
facts. Often, but not always, forward looking statements can be
identified by the use of forward looking words such as "prepares",
"plans", "expects" or "does not expect", "is expected", "is subject
to", "budget", "projects", "synergy", "strategy", "scheduled",
"goal", "estimates", "forecasts", "intends", "cost-saving",
"intends", "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Forward looking
statements may 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,
AdEPT's, any member of the Wider Wavenet Group's or any member of
the Wider AdEPT Group's operations and potential synergies
resulting from the Acquisition; and (iii) the effects of global
economic conditions and governmental regulation on Bidco's,
AdEPT's, any member of the Wider Wavenet Group's or any member of
the Wider AdEPT Group's business.
Although Bidco and AdEPT believe that the expectations reflected
in such forward looking statements are reasonable, Bidco, AdEPT,
the Wider Wavenet Group and the Wider AdEPT Group can give no
assurance that such expectations will prove to be correct. By their
nature, forward looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that will
occur in the future. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward looking statements.
These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite
regulatory and shareholder approvals and the satisfaction of other
Conditions; changes in the global political, economic, business and
competitive environments and in market and regulatory forces;
changes in future exchange and interest rates; changes in tax
rates; future business combinations or disposals; changes in
general economic and business conditions; changes in the behaviour
of other market participants; the anticipated benefits from the
Acquisition not being realised as a result of changes in general
economic and market conditions in the countries in which Bidco,
AdEPT, the Wider Wavenet Group and/or the Wider AdEPT Group
operate; weak, volatile or illiquid capital and/or credit markets;
changes in the degree of competition in the geographic and business
areas in which Bidco, AdEPT, the Wider Wavenet Group and/or the
Wider AdEPT Group operate; and changes in laws or in supervisory
expectations or requirements. Other unknown or unpredictable
factors could cause actual results to differ materially from those
expected, estimated or projected in the forward looking statements.
If any one or more of these risks or uncertainties materialises or
if any one or more of the assumptions proves incorrect,
actual results may differ materially from those expected,
estimated or projected. Such forward looking statements should
therefore be construed in the light of such factors.
Neither Bidco, AdEPT, the Wider Wavenet Group nor the Wider
AdEPT Group, nor any of their respective associates or directors,
officers or advisers, provide 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. Given these risks and uncertainties, potential investors are
cautioned not to place any reliance on these forward looking
statements.
Specifically, statements of estimated cost savings and synergies
related to future actions and circumstances which, by their nature,
involve risks, uncertainties and contingencies. As a result, the
cost savings and synergies referred to may not be achieved, may be
achieved later or sooner than estimated, or those achieved could be
materially different from those estimated.
Other than in accordance with their legal or regulatory
obligations, neither Bidco, AdEPT, the Wider Wavenet Group nor the
Wider AdEPT Group is under any obligation, and each such person
expressly disclaims any intention or obligation to update or revise
any forward looking statements, whether as a result of new
information, future events or otherwise.
No profit forecasts, estimates or qualified benefits
statements
No statement in this Announcement, or incorporated by reference
in this Announcement, is intended as a profit forecast, profit
estimate or quantified benefits statement for any period and no
statement in this Announcement should be interpreted to mean that
earnings or earnings per share for AdEPT for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per share for AdEPT.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Publication on website
A copy of this Announcement and the documents required to be
published pursuant to Rule 26.1 of the Takeover Code will be
available, free of charge, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, on AdEPT's website
at https://documents.adept.co.uk/wavenet-acquisition and Wavenet
Limited's website at https://uk.wavenetuk.com/offer-for-adept by no
later than 12.00 p.m. on the Business Day following this
Announcement. For the avoidance of doubt, none of the content of
AdEPT's or Wavenet Limited's websites is incorporated into, or
forms part of, this Announcement.
Information relating to AdEPT Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by AdEPT Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from AdEPT may be provided to Wavenet during the
Offer Period as required under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
Right to receive documents in hard copy form
Any person entitled to receive a copy of documents,
announcements and information relating to the Acquisition is
entitled to receive such documents in hard copy form free of
charge. For persons who receive a copy of this Announcement in
electronic form or via a website notification, a hard copy of this
Announcement will not be sent unless so requested. A person may
request that all future documents, announcements and information in
relation to the Acquisition are sent to them in hard copy form.
In accordance with Rule 30.3 of the Takeover Code, AdEPT
Shareholders, persons with information rights and holders of AdEPT
Share Options may request a hard copy of this announcement by
contacting AdEPT's Registrars on 0370 889 3192 (or +44 370 889
3192) if calling from outside the UK). 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 Shareholder Helpline is open between 9.00 a.m. and 5.30
p.m., Monday to Friday (excluding public holidays in England and
Wales). Different charges may apply to calls from mobile telephones
and calls may be recorded and randomly monitored for security and
training purposes.
Please note the Shareholder Helpline cannot provide advice on
the merits of the Acquisition or the Scheme nor give any financial,
investment, legal or tax advice.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 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 Takeover Code, any person who is, or
becomes, interested in 1 per cent. 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(s), 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 of the Takeover Code.
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 of
the Takeover Code).
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.
General
Bidco reserves the right to elect, with the consent of the Panel
to implement the Acquisition by way of a Takeover Offer as an
alternative to the Scheme. In such an event, the Takeover Offer
will be implemented on the same terms or, if Bidco so decides, on
such other terms being no less favourable (subject to appropriate
amendments), so far as applicable, as those which would apply to
the Scheme and subject to the amendment referred to in Appendix 1
to this Announcement. Upon sufficient acceptances being received in
respect of such Takeover Offer, Bidco intends to exercise its
rights to apply the provisions of Chapter 3 of Part 28 of the
Companies Act so as to acquire compulsorily the remaining AdEPT
Shares in respect of which the Takeover Offer has not been
accepted.
Investors should be aware that Bidco may purchase AdEPT Shares
otherwise than under any Takeover Offer or the Scheme, including
pursuant to privately negotiated purchases.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under FSMA if you are resident in the United Kingdom or,
if not, from another appropriate authorised independent financial
adviser.
Rule 2.9
For the purposes of Rule 2.9 of the Takeover Code, AdEPT
confirms that, as at the date of this Announcement, it had in issue
25,029,957 ordinary shares of GBP0.10 each. The International
Securities Identification Number of the ordinary shares is
GB00B0WY3Y47.
Appendix 1
CONDITIONS TO AND FURTHER TERMS OF THE Scheme and the
ACQUISITION
PART A: CONDITIONS TO THE SCHEME AND THE ACQUISITION
Long Stop Date
1. The Acquisition will be conditional upon the Scheme becoming
unconditional and becoming Effective, subject to the provisions of
the Takeover Code, by no later than the Long Stop Date.
Scheme approval
2. The Scheme will be conditional upon:
(a) (i) its approval by a majority in number of the Scheme
Shareholders, present and voting (and entitled to vote), either in
person or by proxy, at the Court Meeting (or at any adjournment of
that Meeting) and who represent at least 75 per cent. in value of
the Scheme Shares voted by those Scheme Shareholders; and (ii) such
Court Meeting being held on or before the 22nd day after the
expected date of such Meeting to be set out in the Scheme Document
(or such later date as may be agreed by Bidco and AdEPT, with the
consent of the Panel, and the Court may approve (if such approval
is required));
(b) (i) all Resolutions being duly passed by the requisite
majority or majorities of AdEPT Shareholders at the General Meeting
(or at any adjournment of that Meeting); and (ii) such General
Meeting being held on or before the 22nd day after the expected
date of such Meeting to be set out in the Scheme Document (or such
later date as may be agreed by Bidco and AdEPT with the consent of
the Panel, and the Court may approve (if such approval is
required)); and
(c) (i) the sanction of the Scheme by the Court (with or without
modification, but subject to any modification being on terms
acceptable to AdEPT and Bidco) and the delivery of a copy of the
Court Order to the Registrar of Companies; and (ii) the Sanction
Hearing being held on or before the 22nd day after the expected
date of such hearing to be set out in the Scheme Document (or such
later date as may be agreed by Bidco and AdEPT with the consent of
the Panel, and the Court may approve (if such approval is
required)).
Regulatory clearances
In addition, subject as stated in Part B below and to the
requirements of the Panel, Bidco and AdEPT have agreed that the
Acquisition will be conditional upon the following Condition and,
accordingly, the Court Order will not be delivered to the Registrar
of Companies unless such Condition (as amended if appropriate) has
been satisfied or, where relevant, waived:
3. a notification having been made and accepted under the
NS&I Act and one of the following having occurred:
(a) the Secretary of State confirming before the end of the
review period that no further action will be taken in relation to
the Acquisition; or
(b) the receipt of a final notification confirming that the
Secretary of State will take no further action in relation to the
call-in notice and the Acquisition pursuant to section 26(1)(b) of
the NS&I Act; or
(c) the Secretary of State makes a final order pursuant to
section 26(1)(a) of the NS&I Act in relation to the
Acquisition, provided that such an order would not prevent
completion of the Acquisition, and subject to such remedies or
conditions under Part 2 of the NS&I Act as are acceptable to
Bidco (and, to the extent relevant, all conditions or obligations
contained in such an order necessary for completion of the
Acquisition having been satisfied or complied with or any
restriction preventing completion having been lifted or
released).
General Conditions
In addition, subject as stated in Part B below and to the
requirements of the Panel, Bidco and AdEPT have agreed that the
Acquisition will be conditional upon the following Conditions and,
accordingly, the Court Order will not be delivered to the Registrar
of Companies unless such Conditions (as amended if appropriate)
have been satisfied or, where relevant, waived:
Notifications, waiting periods and Authorisations
4. all notifications, filings or applications which are
necessary or reasonably considered appropriate or desirable by
Bidco having been made in connection with the Acquisition and all
necessary waiting periods (including any extensions thereof) under
any applicable legislation or regulation of any jurisdiction having
expired, lapsed or been terminated (as appropriate) and all
statutory and regulatory obligations in any jurisdiction having
been complied with in each case in respect of the Acquisition and
its implementation and all Authorisations reasonably necessary or
appropriate for or in respect of the Acquisition and, except
pursuant to Chapter 3 of Part 28 of the Companies Act, the
acquisition of any shares or other securities in, or control or
management of, AdEPT or any other member of the Wider AdEPT Group
by any member of the Wider Wavenet Group having been obtained in
terms and in a form reasonably satisfactory to Bidco from all
appropriate Third Parties or (without prejudice to the generality
of the foregoing) from any person or bodies with whom any member of
the Wider AdEPT Group or the Wider Wavenet Group has entered into
contractual arrangements and all such Authorisations necessary,
appropriate or desirable to carry on the business of any member of
the Wider AdEPT Group in any jurisdiction having been obtained and
all such Authorisations remaining in full force and effect and
filings necessary for such purpose have been made and at the time
at which the Acquisition becomes otherwise unconditional and there
being no notice or intimation of an intention to revoke, suspend,
restrict, modify or not to renew such Authorisations;
General antitrust and regulatory
5. no antitrust regulator or Third Party having given notice of
a decision to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference (and in each
case, not having withdrawn the same), or having required any action
to be taken or otherwise having done anything, or having enacted,
made or proposed any statute, regulation, decision, order or change
to published practice or having taken any other steps (and in each
case, not having withdrawn the same) and there not continuing to be
outstanding any statute, regulation, decision or order which would
or might:
(a) require, prevent or delay the divestiture or alter the terms
envisaged for such divestiture by any member of the Wider Wavenet
Group or by any member of the Wider AdEPT Group of all or any part
of its businesses, assets or property or impose any limitation on
the ability of all or any of them to conduct their businesses (or
any part thereof) or to own, control or manage any of their assets
or properties (or any part thereof);
(b) require any member of the Wider Wavenet Group or the Wider
AdEPT Group to acquire or offer to acquire any shares, other
securities (or the equivalent) or interest in any member of the
Wider AdEPT Group or any asset owned by any Third Party (other than
in the implementation of the Acquisition);
(c) impose any limitation on, or result in a delay in, the
ability of any member of the Wider Wavenet Group directly or
indirectly to acquire, hold or to exercise effectively all or any
rights of ownership in respect of shares, loans or securities
convertible into shares or any other securities in any member of
the Wider AdEPT Group or on the ability of any member of the Wider
AdEPT Group or any member of the Wider Wavenet Group directly or
indirectly to hold or exercise effectively all or any rights of
ownership in respect of shares, loans or securities convertible
into shares or any other securities (or the equivalent) in, or to
exercise voting or management control over, any member of the Wider
AdEPT Group;
(d) otherwise adversely affect any or all of the business,
assets, profits, financial or trading position or prospects of any
member of the Wider AdEPT Group or any member of the Wider Wavenet
Group;
(e) result in any member of the Wider AdEPT Group or any member
of the Wider Wavenet Group ceasing to be able to carry on business
under any name under which it presently carries on business;
(f) make the Scheme or the Acquisition, its implementation or
the acquisition of any shares or other securities in, or control or
management of, AdEPT or any member of the Wider AdEPT Group by any
member of the Wider Wavenet Group void, unenforceable and/or
illegal under the laws of any relevant jurisdiction, or otherwise,
directly or indirectly prevent or prohibit, restrict, restrain, or
delay or otherwise interfere with the implementation of, or impose
additional conditions or obligations with respect to, or otherwise
challenge, impede, interfere or require material amendment of the
Scheme and/or the Acquisition or the acquisition of any shares or
other securities in, or control or management of, AdEPT or any
member of the Wider AdEPT Group by any member of the Wider Wavenet
Group;
(g) require, prevent or delay a divestiture by any member of the
Wider Wavenet Group of any shares or other securities (or the
equivalent) in any member of the Wider AdEPT Group or any member of
the Wider Wavenet Group; or
(h) impose any limitation on the ability of any member of the
Wider Wavenet Group or any member of the Wider AdEPT Group to
conduct, integrate or co-ordinate all or any part of its business
with all or any part of the business of any other member of the
Wider Wavenet Group and/or the Wider AdEPT Group,
and all applicable waiting and other time periods (including any
extensions of them) during which any such antitrust regulator or
Third Party could decide to take, institute, implement or threaten
any such action, proceeding, suit, investigation, enquiry or
reference or take any other step under the laws of any jurisdiction
in respect of the Acquisition or the acquisition of any AdEPT
Shares or otherwise intervene having expired, lapsed or been
terminated;
Certain matters arising as a result of any arrangement,
agreement, etc.
6. except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other
instrument to which any member of the Wider AdEPT Group is a party
or by or to which any such member or any of its assets is or may be
bound, entitled or subject to or any event or circumstance which,
as a consequence of the Acquisition or the proposed acquisition or
the acquisition by any member of the Wider Wavenet Group of any
shares or other securities (or the equivalent) in AdEPT or because
of a change in the control or management of any member of the Wider
AdEPT Group or otherwise, would or might result in:
(a) any monies borrowed by, or any other indebtedness or
liabilities, actual or contingent, of, or any grant available to,
any member of the Wider AdEPT Group being or becoming repayable, or
capable of being declared repayable, immediately or before its or
their stated maturity date or repayment date, or the ability of any
such member to borrow monies or incur any indebtedness being
withdrawn or inhibited or being capable of becoming or being
withdrawn or inhibited;
(b) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business,
property, assets or interests of any member of the Wider AdEPT
Group or any such mortgage, charge or other security interest
(whenever created, arising or having arisen) being enforced or
becoming enforceable;
(c) any such arrangement, agreement, lease, licence, franchise,
permit or other instrument being terminated or becoming capable of
being terminated or modified or the rights, liabilities,
obligations or interests of any member of the Wider AdEPT Group
being terminated or modified or affected or any obligation or
liability arising or any action being taken or arising
thereunder;
(d) any liability of any member of the Wider AdEPT Group to make
any severance, termination, bonus or other payment to any of its
directors, or other officers;
(e) the rights, liabilities, obligations, interests or business
of any member of the Wider AdEPT Group or any member of the Wider
Wavenet Group under any such arrangement, agreement, licence,
permit, lease or instrument or the interests or business of any
member of the Wider AdEPT Group or any member of the Wider Wavenet
Group in or with any other person or body or firm or company (or
any arrangement or agreement relating to any such interests or
business) being or becoming capable of being terminated, or
modified or affected or any onerous obligation or liability arising
or any action being taken thereunder;
(f) any member of the Wider AdEPT Group ceasing to be able to
carry on business under any name under which it presently carries
on business;
(g) the business, assets, profits, value of, or the financial or
trading position or prospects of, any member of the Wider AdEPT
Group being prejudiced or adversely affected; or
(h) the creation or acceleration of any liability (actual or
contingent) by any member of the Wider AdEPT Group,
and, no event having occurred which, under any provision of any
arrangement, agreement, licence, permit, franchise, lease or other
instrument to which any member of the Wider AdEPT Group is a party
or by or to which any such member or any of its assets are bound,
entitled or subject, would or might result in any of the events or
circumstances as are referred to in Conditions 6 (a) to (h) ;
Certain events occurring since 31 March 2022
7. except as Disclosed, no member of the Wider AdEPT Group
having since 31 March 2022:
(a) issued or agreed to issue or authorised or proposed or
announced its intention to authorise or propose the issue, of
additional shares of any class, or securities or securities
convertible into, or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares, securities or
convertible securities or transferred or sold or agreed to transfer
or sell or authorised or proposed the transfer or sale of AdEPT
Shares out of treasury (except, where relevant, as between AdEPT
and wholly-owned subsidiaries of AdEPT or between the wholly-owned
subsidiaries of AdEPT and except for the issue or transfer out of
treasury of AdEPT Shares on the exercise of the AdEPT Share
Options);
(b) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus issue, dividend or other
distribution (whether payable in cash or otherwise) other than
dividends (or other distributions whether payable in cash or
otherwise) lawfully paid or made by any wholly-owned subsidiary of
AdEPT to AdEPT or any of its wholly-owned subsidiaries;
(c) other than pursuant to the Acquisition (and except for
transactions between AdEPT and its wholly-owned subsidiaries or
between the wholly-owned subsidiaries of AdEPT) implemented,
effected, authorised or proposed or announced its intention to
implement, effect, authorise or propose any merger, demerger,
reconstruction, amalgamation, scheme, commitment or offer or
disposal of assets or shares or loan capital (or the equivalent
thereof);
(d) (except for transactions between AdEPT and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of AdEPT),
disposed of, or transferred, mortgaged or created any security
interest over any material asset or any right, title or interest in
any asset or authorised, proposed or announced any intention to do
so;
(e) (except for transactions between AdEPT and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of AdEPT),
issued, authorised or proposed or announced an intention to
authorise or propose, the issue of or made any change in or to the
terms of any debentures or become subject to any contingent
liability or incurred or increased any indebtedness;
(f) entered into any licence or other disposal of intellectual
property rights of any member of the Wider AdEPT Group;
(g) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any contract, arrangement,
agreement, transaction or commitment (whether in respect of capital
expenditure or otherwise) which is of a long-term, unusual or
onerous nature or magnitude or which is or which involves or could
involve an obligation of a nature or magnitude which is or could be
restrictive on the business of any member of the Wider AdEPT
Group;
(h) entered into or varied the terms of, or made any offer
(which remains open for acceptance) to enter into or vary the terms
of any contract, service agreement, commitment or arrangement with
any director or senior executive of any member of the Wider AdEPT
Group;
(i) proposed, agreed to provide or modified the terms of the
AdEPT Share Options or other benefit relating to the employment or
termination of employment of any employee of the Wider AdEPT
Group;
(j) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, except in respect of the matters mentioned in
sub-paragraph (a) above, made any other change to any part of its
share capital;
(k) (except for claims between AdEPT and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of AdEPT),
waived, compromised or settled any claim otherwise than of an
immaterial amount in the ordinary course of business;
(l) terminated or varied the terms of any agreement or
arrangement between any member of the Wider AdEPT Group and any
other person;
(m) made any alteration to its articles of association or other
constitutional documents (other than in connection with the
Scheme);
(n) except in relation to changes made or agreed as a result of,
or arising from, changes to legislation, made or agreed or
consented to any change to:
(i) the terms of the trust deeds and rules constituting the
pension scheme(s) established by any member of the Wider AdEPT
Group for its directors, employees or their dependants;
(ii) the contributions payable to any such scheme(s) or to the
benefits which accrue, or to the pensions which are payable,
thereunder;
(iii) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or
determined; or
(iv) the basis upon which the liabilities (including pensions)
of such pension schemes are funded, valued, made, agreed or
consented to;
(o) been unable, or admitted in writing that it is unable, to
pay its debts or commenced negotiations with one or more of its
creditors with a view to rescheduling or restructuring any of its
indebtedness, or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its business;
(p) taken or proposed any steps, corporate action or had any
legal proceedings instituted or threatened against it in relation
to the suspension of payments, a moratorium of any indebtedness,
its winding-up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of a receiver, administrator,
manager, administrative receiver, trustee or similar officer of all
or any of its assets or revenues or any analogous or equivalent
steps or proceedings in any jurisdiction or appointed any analogous
person in any jurisdiction or had any such person appointed;
(q) (except for transactions between AdEPT and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries), made,
authorised, proposed or announced an intention to propose any
change in its loan capital;
(r) entered into, implemented or authorised the entry into, any
joint venture, asset or profit sharing arrangement, partnership,
composition, assignment, reconstruction, amalgamation, commitment,
scheme or other similar transaction or arrangement (other than the
Scheme);
(s) having taken (or agreed or proposed to take) any action
which requires or would require, the consent of the Panel or the
approval of AdEPT Shareholders in general meeting in accordance
with, or as contemplated by, Rule 21.1 of the Takeover Code; or
(t) entered into any agreement, arrangement, commitment or
contract or passed any resolution or made any offer (which remains
open for acceptance) with respect to or announced an intention to,
or to propose to, effect any of the transactions, matters or events
referred to in this Condition 7 ;
No adverse change, litigation, regulatory enquiry or similar
8. except as Disclosed, since 31 March 2022 there having been:
(a) no adverse change and no circumstance having arisen which
would or might be expected to result in any adverse change or
deterioration in, the business, assets, value, financial or trading
position or profits or prospects or operational performance of any
member of the Wider AdEPT Group which is material in the context of
the Wider AdEPT Group taken as a whole or is material in the
context of the Acquisition;
(b) no litigation, arbitration proceedings, prosecution or other
legal proceedings having been threatened, announced or instituted
by or against or remaining outstanding against or in respect of,
any member of the Wider AdEPT Group or to which any member of the
Wider AdEPT Group is or may become a party (whether as claimant,
defendant or otherwise) having been threatened, announced,
instituted or remaining outstanding by, against or in respect of,
any member of the Wider AdEPT Group, in each case which is or might
reasonably be expected to be material in the context of the Wider
AdEPT Group taken as a whole or is material in the context of the
Acquisition;
(c) no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member
of the Wider AdEPT Group having been threatened, announced or
instituted or remaining outstanding by, against or in respect of
any member of the Wider AdEPT Group, in each case which might
reasonably be expected to have a material adverse effect on the
Wider AdEPT Group taken as a whole or is material in the context of
the Acquisition;
(d) no contingent or other liability having arisen or become
apparent to Bidco or increased which is reasonably likely to affect
adversely the business, assets, financial or trading position or
profits or prospects or operational performance of any member of
the Wider AdEPT Group to an extent which is material in the context
of the Wider AdEPT Group taken as a whole or is material in the
context of the Acquisition;
(e) no steps having been taken and no omissions having been made
which are reasonably likely to result in the withdrawal,
cancellation, termination or modification of any licence held by
any member of the Wider AdEPT Group which is necessary for the
proper carrying on of its business and the withdrawal,
cancellation, termination or modification of which might reasonably
be expected to have a material adverse effect on the Wider AdEPT
Group taken as a whole or is material in the context of the
Acquisition; and
(f) no member of the Wider AdEPT Group having conducted its
business in breach of any applicable laws or regulations;
No discovery of certain matters regarding information,
liabilities and environmental issues
9. except as Disclosed, Bidco not having discovered that:
(a) any financial, business or other information concerning the
Wider AdEPT Group publicly announced before the date of this
Announcement or disclosed at any time to any member of the Wider
Wavenet Group by or on behalf of any member of the Wider AdEPT
Group before the date of this Announcement is misleading, contains
a material misrepresentation of any fact, or omits to state a fact
necessary to make that information not misleading;
(b) any member of the Wider AdEPT Group or any partnership,
company or other entity in which any member of the Wider AdEPT
Group has a significant economic interest and which is not a
subsidiary undertaking of AdEPT is subject to any liability,
contingent or otherwise which is material in the context of the
Wider AdEPT Group taken as a whole or material in the context of
the Acquisition;
(c) any past or present member of the Wider AdEPT Group has not
complied with all applicable legislation, regulations or other
requirements of any jurisdiction or any Authorisations relating to
the use, treatment, storage, carriage, disposal, discharge,
spillage, release, leak or emission of any waste or hazardous
substance or any substance likely to impair the environment
(including property) or harm human or animal health or otherwise
relating to environmental matters or the health and safety of
humans, which non-compliance would be likely to give rise to any
material liability including any penalty for non-compliance
(whether actual or contingent) on the part of any member of the
Wider AdEPT Group, in each case to an extent which is material in
the context of the Wider AdEPT Group taken as a whole or material
in the context of the Acquisition;
(d) there has been a disposal, discharge, spillage,
accumulation, release, leak, emission or the migration, production,
supply, treatment, storage, transport or use of any waste or
hazardous substance or any substance likely to impair the
environment (including any property) or harm human or animal health
which (whether or not giving rise to non-compliance with any law or
regulation), would be likely to give rise to any material liability
(whether actual or contingent) on the part of any member of the
Wider AdEPT Group, in each case to an extent which is material in
the context of the Wider AdEPT Group taken as a whole or material
in the context of the Acquisition;
(e) there is or is reasonably likely to be any obligation or
liability (whether actual or contingent) or requirement to make
good, remediate, repair, reinstate or clean up any property, asset
or any controlled waters currently or previously owned, occupied,
operated or made use of or controlled by any past or present member
of the Wider AdEPT Group (or on its behalf), or in which any such
member may have or previously have had or be deemed to have had an
interest, under any environmental legislation, common law,
regulation, notice, circular, Authorisation or order of any Third
Party in any jurisdiction or to contribute to the cost thereof or
associated therewith or indemnify any person in relation thereto;
or
(f) circumstances exist (whether as a result of making the
Acquisition or otherwise) which would be reasonably likely to lead
to any Third Party instituting (or whereby any member of the Wider
AdEPT Group would be likely to be required to institute), an
environmental audit or take any steps which would in any such case
be reasonably likely to result in any actual or contingent
liability to improve or install new plant or equipment or to make
good, repair, reinstate or clean up any property of any description
or any asset now or previously owned, occupied or made use of by
any past or present member of the Wider AdEPT Group (or on its
behalf) or by any person for which a member of the Wider AdEPT
Group is or has been responsible, or in which any such member may
have or previously have had or be deemed to have had an interest,
which is material in the context of the Wider AdEPT Group taken as
a whole or material in the context of the Acquisition;
Intellectual property
10. no circumstance having arisen or event having occurred in
relation to any intellectual property owned or used by any member
of the Wider AdEPT Group, including:
(a) any member of the Wider AdEPT Group losing its title to any
intellectual property used in its business, or any intellectual
property owned by the Wider AdEPT Group being revoked, cancelled or
declared invalid;
(b) any claim being asserted in writing or threatened in writing
by any person challenging the ownership of any member of the Wider
AdEPT Group to, or the validity or effectiveness of, any of its
intellectual property; or
(c) any agreement regarding the use of any intellectual property
licensed to or by any member of the Wider AdEPT Group being
terminated or varied; and
Anti-corruption, sanctions and criminal property
11. except as Disclosed, Bidco not having discovered:
(a) (i) any past or present member, director, officer or
employee of the Wider AdEPT Group is or has at any time engaged in
any activity, practice or conduct would constitute an offence under
the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977,
as amended, or any other anti-corruption legislation applicable to
the Wider AdEPT Group; or (ii) any person that performs or has
performed services for or on behalf of the Wider AdEPT Group is or
has at any time engaged in any activity, practice or conduct in
connection with the performance of such services which would
constitute an offence under the Bribery Act 2010, the US Foreign
Corrupt Practices Act of 1977, as amended, or any other applicable
anti-corruption legislation;
(b) any asset of any member of the Wider AdEPT Group constitutes
criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that definition)
or proceeds of crime under any other applicable law, rule, or
regulation concerning money laundering or proceeds of crime or any
member of the Wider AdEPT Group is found to have engaged in
activities constituting money laundering under any applicable law,
rule, or regulation concerning money laundering;
(c) any past or present member, director, officer or employee of
the Wider AdEPT Group, or any other person for whom any such person
may be liable or responsible, has engaged in any business with,
made any investments in, made any funds or assets available to or
received any funds or assets from: (i) any government, entity or
individual in respect of which US, UK or European Union persons, or
persons operating in those territories, are prohibited from
engaging in activities or doing business, or from receiving or
making available funds or economic resources, by applicable US, UK
or European Union laws or regulations, including the economic
sanctions administered by the United States Office of Foreign
Assets Control or HM Treasury & Customs; or (ii) any
government, entity or individual targeted by any of the economic
sanctions of the United Nations, the United States, the United
Kingdom, the European Union or any of its member states; or
(d) a member of the Wider AdEPT Group has engaged in any
transaction or conduct which would cause any member of the Wider
Wavenet Group to be in breach of any applicable law or regulation
upon its Acquisition of AdEPT, including the economic sanctions of
the United States Office of Foreign Assets Control or HM Treasury
& Customs, or any government, entity or individual targeted by
any of the economic sanctions of the United Nations, the United
States, the United Kingdom, the European Union or any of its member
states.
PART B: CERTAIN FURTHER TERMS OF THE ACQUISITION
1. Conditions 2 (a) , 2 (b) and 3 to 11 (inclusive) of Part A
above must each be fulfilled, determined by Bidco to be or to
remain satisfied or (if capable of waiver) be waived by Bidco prior
to the commencement of the Sanction Hearing, failing which the
Scheme will lapse.
2. Notwithstanding the paragraph above, subject to the
requirements of the Panel and the Takeover Code, Bidco reserves the
right in its sole discretion to waive:
(a) the deadline set out in Condition 1 of Part A above, and any
deadlines set out in Condition 2 of Part A above for the timing of
the Court Meeting, the General Meeting and the Sanction Hearing. If
any such deadline is not met, Bidco shall make an announcement by
8.00 a.m. on the Business Day following such deadline confirming
whether it has invoked or waived the relevant Condition or agreed
with AdEPT to extend the deadline in relation to the relevant
Condition. In all other respects, Conditions 1 and 2 of Part A
above cannot be waived; and
(b) in whole or in part, all or any of Conditions 3 to 11
(inclusive) of Part A above.
3. If Bidco is required by the Panel to make an offer for AdEPT
Shares under the provisions of Rule 9 of the Takeover Code, Bidco
may make such alterations to any of the above Conditions and terms
of the Acquisition as are necessary to comply with the provisions
of that Rule.
4. Under Rule 13.5(a) of the Takeover Code, Bidco may only
invoke a Condition that is subject to Rule 13.5(a) of the Takeover
Code so as to cause the Acquisition not to proceed, to lapse or to
be withdrawn with the consent of the Panel. The Panel will normally
only give its consent if the circumstances which give rise to the
right to invoke the Condition are of material significance to Bidco
in the context of the Acquisition. This will be judged by reference
to the facts of each case at the time that the relevant
circumstances arise. Conditions 1, 2(a), 2(b) and 2(c) of Part A
above and, if applicable, any acceptance condition if the
Acquisition is implemented by means of a Takeover Offer, are not
subject to Rule 13.5(a) of the Takeover Code.
5. Any Condition that is subject to Rule 13.5(a) of the Takeover
Code may be waived by Bidco.
6. Subject to paragraph 3(g) of Appendix 7 to the Takeover Code,
Bidco will be under no obligation to waive (if capable of waiver)
or to treat as fulfilled any of the Conditions by a date earlier
than the latest date for the fulfilment of that Condition
notwithstanding that the other Conditions of the Acquisition may at
such earlier date have been waived or fulfilled and that there are
at such earlier date no circumstances indicating that any of such
Conditions may not be capable of fulfilment.
7. Each of the Conditions will be regarded as a separate
Condition and will not be limited by reference to any other
Condition.
8. Bidco reserves the right to elect to implement the
Acquisition by way of a Takeover Offer as an alternative to the
Scheme (subject to the Panel's consent). In such event, the
Acquisition will be implemented on the same terms (subject to
appropriate amendments including (without limitation) the inclusion
of an acceptance condition which, unless otherwise required by the
Panel, will be set at 90 per cent. (or such lesser percentage as
Bidco may decide after, to the extent necessary, consultation with
the Panel, being in any case more than 50 per cent. of the voting
rights attaching to AdEPT Shares) of shares to which the
Acquisition relates and those required by, or deemed appropriate
by, Bidco under applicable law, so far as applicable) as those
which would apply to the Scheme. Further, if sufficient acceptances
of such Takeover Offer are received and/or sufficient AdEPT Shares
are otherwise acquired, it is the intention of Bidco to apply the
provisions of the Companies Act to acquire compulsorily any
outstanding AdEPT Shares to which such Takeover Offer relates.
9. The AdEPT Shares to be acquired under the Acquisition will be
acquired with full title guarantee, fully paid and free from all
liens, equities, charges, encumbrances, options, rights of
pre-emption and any other third party rights and interests of any
nature and together with all rights now or hereafter attaching or
accruing to them, including, without limitation, voting rights and
the right to receive and retain in full all dividends and other
distributions (if any) declared, made or paid, or any other return
of value (whether by reduction of share capital or share premium
account or otherwise) made, on or after the Effective Date (other
than any dividend in respect of which a corresponding reduction in
the Consideration has been made as described in paragraph 10
below).
10. If, on or after the date of this Announcement and prior to
the Effective Date, any dividend, distribution or other return of
value is proposed, declared, paid or made or becomes payable by
AdEPT in respect of AdEPT Shares, Bidco reserves the right (without
prejudice to any right of Bidco, with the consent of the Panel, to
invoke Condition 7 (b) of Part A above) to reduce the Consideration
to reflect the aggregate amount of such dividend, distribution or
other return of value. In such circumstances, AdEPT Shareholders
would be entitled to receive and retain any such dividend,
distribution or other return of value declared, made or paid.
If and to the extent that any such dividend, distribution or
other return of value is paid or made in respect of AdEPT Shares
prior to the Effective Date, and Bidco exercises its rights under
this paragraph to reduce the Consideration, any reference in this
Announcement to the Consideration shall be deemed to be a reference
to the Consideration as so reduced.
Any exercise by Bidco of its rights referred to in this
paragraph shall be the subject of an announcement and, for the
avoidance of doubt, shall not be regarded as constituting any
revision or variation of the Scheme or the Acquisition.
If Bidco exercises its right to reduce the Consideration by all
or part of the amount of any dividend, other distribution and/or
other return of value, the relevant eligible AdEPT Shareholders
will be entitled to receive and retain such dividend, other
distribution and/or other return of value.
11. The availability of the Acquisition to persons not resident
in the United Kingdom may be affected by the laws of the relevant
jurisdictions. Any person who is subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about and observe any applicable requirements. Further information
in relation to Overseas Shareholders will be contained in the
Scheme Document.
12. The Acquisition is not being made, directly or indirectly,
in, into or from, or by use of the mails of, or by any means of
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or
other securities exchange of, any Restricted Jurisdiction.
13. The Scheme will be governed by the laws of England and Wales
and will be subject to the jurisdiction of the courts of England
and Wales and to the Conditions and further terms set out in this
Appendix 1 to this Announcement. The Scheme will be subject to the
applicable requirements of the Takeover Code, the Panel, the London
Stock Exchange, the AIM Rules, the FCA and the Registrar of
Companies.
Appendix 2
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement, unless otherwise stated or the context
otherwise requires, the following sources and bases have been
used:
1. The "Latest Practicable Date" for the purposes of this
Announcement means close of business on 7 February 2023 (being the
last Business Day before the date of this Announcement).
2. The equity value of AdEPT's entire issued and to be issued
ordinary share capital has been calculated on the basis of
25,039,957 AdEPT Shares, comprising:
(a) 25,029,957 AdEPT Shares in issue as at the Latest Practicable Date; plus
(b) 10,000 AdEPT Shares to be issued on or after the date of
this Announcement on the exercise of in-the-money AdEPT Share
Options, being the AdEPT Share Options which have an exercise price
per AdEPT Share which is less than the Consideration,
and assuming for these purposes that:
(c) no AdEPT Shares will be issued on or after the date of this
Announcement on the exercise of out-the-money AdEPT Share Options,
being the AdEPT Share Options which have an exercise price per
AdEPT Share which is more than or equal to the Consideration;
and
(d) no AdEPT Shares will be issued in respect of the Convertible
Loan Notes. BGF Investments LP, the sole holder of the Convertible
Loan Notes, has undertaken not to convert the Convertible Loan
Notes into AdEPT Shares, as further detailed in paragraph 2 of
Appendix 3 to this Announcement.
3. The value of the Acquisition, based on the Consideration, of
approximately GBP50.3 million is calculated on the basis of the
issued and to be issued share capital of AdEPT (as set out in
paragraph 2 above).
4. The premium calculations to the price per AdEPT Share used in
this Announcement have been calculated by reference to:
(e) 74.8 per cent. to the Closing Price of 115 pence per AdEPT
Share on 7 February 2023 (being the last Business Day before the
date of the commencement of the Offer Period); and
(f) 77.4 per cent. to the volume-weighted average price of 113
pence per AdEPT Share for the three-month period ended 7 February
2023.
5. The Closing Price on any particular date is taken from the
AIM appendix to the Daily Official List.
6. Volume-weighted average prices have been derived from Factset
and have been rounded to the nearest single decimal place.
7. Unless otherwise stated, the financial information of AdEPT
is extracted from the annual report and audited accounts of the
AdEPT Group for the financial year ended 31 March 2022 or from the
interim results of the AdEPT Group for the six-month period ended
30 September 2022, prepared in accordance with IFRS.
8. Underlying EBITDA of the AdEPT Group represents earnings
before interest, tax, depreciation, amortisation and excludes one
off furlough grants, acquisition and restructuring costs and share
based payments.
9. Certain figures included in this Announcement have been
subject to rounding adjustments.
Appendix 3
IRREVOCABLE UNDERTAKINGS and letter of intent
1. AdEPT Directors and their connected persons
The following AdEPT Directors and persons connected to the AdEPT
Directors have given irrevocable undertakings to vote in favour of
the Scheme at the Court Meeting and the Resolutions to be proposed
at the General Meeting and, if Bidco exercises its right to
implement the Acquisition by way of a Takeover Offer (subject to
the consent of the Panel), to accept or procure acceptance of such
Takeover Offer, in each case in respect of their own legal and/or
beneficial holdings (or those AdEPT Shares over which they have
control) of AdEPT Shares as well as any further AdEPT Shares of
which they may become the legal and/or beneficial holder):
Name Total Number of AdEPT Percentage of existing
Shares issued share capital
of AdEPT
Ian Fishwick 60,587 0.24%
---------------------- -----------------------
Philip Race 16,191 0.06%
---------------------- -----------------------
John Swaite 78,506 0.31%
---------------------- -----------------------
Richard Bligh 2,733 0.01%
---------------------- -----------------------
Julie Fishwick 618,244 2.47%
---------------------- -----------------------
Claudia Fishwick 35,148 0.14%
---------------------- -----------------------
Carmen Fishwick 34,812 0.14%
---------------------- -----------------------
Total 846,221 3.4%
---------------------- -----------------------
These irrevocable undertakings remain binding in the event a
higher competing offer is made for AdEPT and will only cease to be
binding if:
-- the Scheme Document is not sent to AdEPT Shareholders within
28 days (or such longer period as Bidco and AdEPT agree, and the
Panel consent) after the date of this announcement (other than in
circumstances where Bidco has, prior to such date, elected to
exercise its right to proceed by way of a Takeover Offer and
announced the same in accordance with the requirements of Paragraph
8 of Appendix 7 to the Takeover Code, and such Takeover Offer has
not lapsed or been withdrawn);
-- where Bidco has elected to proceed with the implementation of
the Acquisition by way of a Takeover Offer on or before the date
referred to in (a), the Offer Document is not sent to AdEPT
Shareholders within 28 days (or such other date as the Panel may
require) after the date of the publication of the announcement made
in accordance with the requirements of Paragraph 8 of Appendix 7 to
the Takeover Code;
-- Bidco announces, with the consent of the Panel and before the
Scheme Document is published, that it does not intend to proceed
with the Acquisition and no new, revised or replacement scheme of
arrangement or Takeover Offer is announced by Bidco in accordance
with Rule 2.7 of the Takeover Code at the same time;
-- the Scheme lapses or is withdrawn in accordance with its
terms and no new, revised or replacement scheme of arrangement or
Takeover Offer is announced by Bidco by such time;
-- the Scheme has not become Effective by the Long Stop Date
(other than in circumstances where Bidco has, prior to such date,
elected to exercise its right to proceed by way of a Takeover Offer
and announced the same in accordance with the requirements of
paragraph 8 of Appendix 7 to the Takeover Code, and such Takeover
Offer has not lapsed or been withdrawn); or
-- any competing offer for the entire issued and to be issued
share capital of AdEPT is declared unconditional or, if proceeding
by way of a scheme of arrangement, becomes effective.
2. Other shareholders
Irrevocable undertakings
The following holders, controllers and/or beneficial owners of
AdEPT Shares have given irrevocable undertakings to vote in favour
of the Scheme at the Court Meeting and the Resolutions to be
proposed at the General Meeting and, if Bidco exercises its right
to implement the Acquisition by way of a Takeover Offer (subject to
the consent of the Panel), to accept or procure acceptance of such
Takeover Offer, in each case in respect of their own legal and/or
beneficial holdings (or those AdEPT Shares over which they have
control) of AdEPT Shares as well as any further AdEPT Shares of
which they may become the legal and/or beneficial holder.
The irrevocable undertaking set out in the following table will
continue to be binding where there is a competing firm intention to
make an offer at a higher consideration:
Registered Holder Beneficial Holder Total Number Percentage of
of AdEPT Shares existing issued
share capital
of AdEPT
Aurora Nominees Greenwood Investments
Limited Limited 5,300,000 21.2%
----------------------- ----------------- -----------------
Total 5,300,000 21.2%
----------------- -----------------
The irrevocable undertakings as set out in the following table
will cease to be binding if any competing firm intention to make an
offer for the entire issued and to be issued share capital of AdEPT
is made by a third party, where the consideration for such offer is
at least 10 per cent. higher than the price per AdEPT Share under
the Acquisition and a period of ten business days has elapsed from
the announcement of such competing offer without Bidco having
revised the terms of the Acquisition so that (in the reasonable
opinion of Cardean Bell and March Harvey) the value of the revised
Consideration for the Acquisition exceeds the value of the offer by
such third party:
Registered Holder Beneficial Holder Total Number Percentage of
of AdEPT Shares existing issued
share capital
of AdEPT
Pershing Nominees BGF Investments
Limited LP 1,645,612 6.6%
----------------------- ----------------- -----------------
Ferlim Nominees
Limited Tania Rosen 1,375,015 5.5%
----------------------- ----------------- -----------------
Downing Strategic
Nortrust Nominees Micro-Cap Investment
Limited Trust plc 1,234,000 4.9%
----------------------- ----------------- -----------------
Rathbone Nominees
Limited Keenan Fishwick 1,051,209 4.2%
----------------------- ----------------- -----------------
Rathbone Nominees
Limited Ryan Fishwick 1,051,209 4.2%
----------------------- ----------------- -----------------
Discretionary
Roy Nominees clients managed
Limited by Downing LLP 870,811 3.5%
----------------------- ----------------- -----------------
Total 7,227,856 28.9%
----------------- -----------------
The irrevocable undertakings in both tables above will cease to
be binding if:
-- the Scheme Document is not sent to AdEPT Shareholders within
28 days (or such longer period as Bidco and AdEPT agree, and the
Panel consent) after the date of this announcement (other than in
circumstances where Bidco has, prior to such date, elected to
exercise its right to proceed by way of a Takeover Offer and
announced the same in accordance with the requirements of Paragraph
8 of Appendix 7 to the Takeover Code, and such Takeover Offer has
not lapsed or been withdrawn);
-- where Bidco has elected to proceed with the implementation of
the Acquisition by way of a Takeover Offer on or before the date
referred to in (a), the Offer Document is not sent to AdEPT
Shareholders within 28 days (or such other date as the Panel may
require) after the date of the publication of the announcement made
in accordance with the requirements of Paragraph 8 of Appendix 7 to
the Takeover Code;
-- Bidco announces, with the consent of the Panel and before the
Scheme Document is published, that it does not intend to proceed
with the Acquisition and no new, revised or replacement scheme of
arrangement or Takeover Offer is announced by Bidco in accordance
with Rule 2.7 of the Takeover Code at the same time;
-- the Scheme lapses or is withdrawn in accordance with its
terms and no new, revised or replacement scheme of arrangement or
Takeover Offer is announced by Bidco by such time;
-- the Scheme has not become Effective by the Long Stop Date
(other than in circumstances where Bidco has, prior to such date,
elected to exercise its right to proceed by way of a Takeover Offer
and announced the same in accordance with the requirements of
paragraph 8 of Appendix 7 to the Takeover Code, and such Takeover
Offer has not lapsed or been withdrawn); or
-- any competing offer for the entire issued and to be issued
share capital of AdEPT is declared unconditional or, if proceeding
by way of a scheme of arrangement, becomes effective.
BGF Investments LP, the sole holder of the Convertible Loan
Notes, has also undertaken not to convert the Convertible Loan
Notes into AdEPT Shares and consented (for the purposes of the
conditions to the Convertible Loan Notes) to such amendment to the
AdEPT Articles as Bidco reasonably considers to be necessary or
desirable in connection with the Acquisition (provided that such
amendment does not prejudice the redemption provisions of the
Convertible Loan Notes).
Letter of intent
The following holder, controller and/or beneficial owner of
AdEPT Shares has given a non-binding letter of intent to vote in
favour of the Scheme at the Court Meeting and the Resolutions to be
proposed at the General Meeting and, if Bidco exercises its right
to implement the Acquisition by way of a Takeover Offer (subject to
the consent of the Panel), to accept or procure acceptance of such
Takeover Offer, in each case in respect of their own legal and/or
beneficial holdings (or those AdEPT Shares over which they have
control) of AdEPT Shares.
Registered Holder Beneficial Holder Total Number Percentage of
of AdEPT Shares existing issued
share capital
of AdEPT
Octopus AIM VCT
plc and Octopus
Octopus Investments AIM VCT 2 plc 786,912 3.1%
------------------- ----------------- -----------------
Total 786,912 3.1%
----------------- -----------------
Appendix 4
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context requires otherwise:
"Acquisition" the proposed acquisition by Bidco of the entire issued, and to be
issued, ordinary share capital
of AdEPT, other than Excluded Shares, to be implemented by means of
the Scheme (or should
Bidco elect (subject to the consent of the Panel) by means of a
Takeover Offer) and, where
the context requires, any subsequent revision, variation, extension or
renewal thereof;
"AdEPT" AdEPT Technology Group plc;
"AdEPT Articles" the articles of association of AdEPT as amended from time to time;
"AdEPT Directors" or "AdEPT Board" the directors of AdEPT;
"AdEPT Group" AdEPT and its subsidiaries and its subsidiary undertakings and where
the context permits,
each of them;
"AdEPT Share Options" the options granted by AdEPT between 1 March 2016 and 1 October 2022,
to certain employees
and directors of the AdEPT Group pursuant to certain option agreements
entered into by each
option holder and AdEPT over an aggregate of 1,358,494 AdEPT Shares;
"AdEPT Shareholders" holders of AdEPT Shares;
"AdEPT Shares" the ordinary shares of 10 pence each in the share capital of AdEPT
from time to time;
"AIM" AIM, a market operated by the London Stock Exchange;
"AIM Rules" the rules of AIM as set out in the "AIM Rules for Companies" issued by
the London Stock Exchange
from time to time relating to AIM traded securities and the operation
of AIM;
"Announcement" this announcement (including the summary and Appendices to this
announcement);
"Authorisations" authorisations, orders, determinations, grants, recognitions,
confirmations, consents, licences,
clearances, certificates, permissions, exemptions or approvals, in
each case of a Third Party;
"Bidco" Thetis Bidco Limited;
"Business Day" a day, not being a public holiday, Saturday or Sunday, on which
clearing banks in London are
open for normal business;
"Cardean Bell" Cardean Bell Ltd;
"Closing Price" the closing middle market price of an AdEPT Share as derived from the
AIM appendix to the
Daily Official List on any particular date;
"Combined Group" the Wavenet Group as enlarged by the Acquisition;
"Companies Act" the Companies Act 2006, as amended;
"Conditions" the conditions to the Acquisition, as set out in Appendix 1 to this
Announcement and to be
set out in the Scheme Document and "Condition" shall mean any one of
them;
"Confidentiality Agreement" the confidentiality agreement entered into between Thetis Topco
Limited and AdEPT dated 18
October 2022 in respect of the Acquisition;
"Consideration" the consideration payable to AdEPT Shareholders pursuant to the
Acquisition, comprising 201
pence in cash per AdEPT Share;
"Convertible Loan Notes" the convertible loan notes issued pursuant to a convertible loan note
instrument dated 1 August
2017;
"Court" the High Court of Justice in England and Wales;
"Court Meeting" the meeting of Scheme Shareholders to be convened with the permission
of the Court pursuant
to Part 26 of the Companies Act for the purpose of considering and, if
thought fit, approving
the Scheme (with or without amendment), and including any adjournment,
postponement or reconvening
thereof;
"Court Order" the order of the Court sanctioning the Scheme under Part 26 of the
Companies Act ;
"CREST" the relevant system (as defined in the CREST Regulations) in respect
of which Euroclear is
the operator (as defined in the CREST Regulations) in accordance with
which securities may
be held and transferred in uncertificated form ;
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)
(including as it forms part
of domestic law of the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018),
as amended from time to time;
"Daily Official List" the Daily Official List published by the London Stock Exchange;
"Disclosed" the information fairly disclosed by, or on behalf of AdEPT: (i) in the
annual report and audited
accounts of the AdEPT Group for the financial year ended 31 March
2022; (ii) in this Announcement;
(iii) in any other announcement to a Regulatory Information Service
by, or on behalf of AdEPT
before the publication of this Announcement; and/or (iv) as otherwise
fairly disclosed in
writing prior to the date of this Announcement to Bidco (or its
officers, employees, agents
or advisers (in their capacity as such));
"Effective" in the context of the Acquisition: (i) if the Acquisition is
implemented by way of the Scheme,
the Scheme having become effective pursuant to its terms; or (ii) if
the Acquisition is implemented
by way of a Takeover Offer, the Takeover Offer having been declared or
having become unconditional
in accordance with the requirements of the Takeover Code;
"Effective Date" the date on which the Acquisition becomes Effective;
"Equity Commitment Letter" the equity commitment letter dated 8 February 2023 pursuant to which
the equity financing
will be provided by MPRC Europe Limited (a wholly-owned subsidiary of
Macquarie Group Limited),
the majority investor in the Wavenet Group;
"Euroclear" Euroclear UK & International Limited;
"Excluded Shares" any AdEPT Shares at the Scheme Record Time which (if any):
(a) are owned or controlled by the Wavenet Group; or
(b) are held by AdEPT as treasury shares (within the meaning of the
Companies Act);
"FCA" or "Financial Conduct Authority" the Financial Conduct Authority of the United Kingdom or its successor
from time to time,
acting in its capacity as the competent authority for the purposes of
Part VI of FSMA ;
"FCA Handbook" the FCA's Handbook of rules and guidance as amended from time to time;
"Forms of Proxy" the forms of proxy for use at the Court Meeting and the General
Meeting which will accompany
the Scheme Document;
"FSMA" the Financial Services and Markets Act 2000, as amended from time to
time;
"General Meeting" the general meeting of AdEPT Shareholders to be convened in connection
with the Scheme to
consider and, if thought fit, to approve the Resolutions (with or
without amendment), which
is expected to be held as soon as the preceding Court Meeting shall
have concluded or been
adjourned, and including any adjournment, postponement or reconvening
thereof;
"Houlihan Lokey" Houlihan Lokey UK Limited;
"IFRS" International Financial Reporting Standards;
"Incremental Facility Agreement" the incremental term facility agreement established pursuant to the
Incremental Facility Notice;
"Incremental Facility Notice" the incremental facility notice (the "Incremental Facility Notice") in
accordance with the
terms of the existing debt financing arrangements of the Wavenet Group
(the "Incremental Facility
Agreement");
"Latest Practicable Date" has the meaning given to it in paragraph 1 of Appendix 2 to this
Announcement;
"London Stock Exchange" London Stock Exchange plc or its successor;
"Long Stop Date" 23:59 on 26 June 2023 or such later date as AdEPT and Bidco may, with
the consent of the Panel,
agree and, if required, as the Court may approve;
"March Harvey" MarchHarvey Ltd;
"Macquarie Group" Macquarie Group Limited and its subsidiaries and undertakings and each
of their respective
associated undertakings;
"Meetings" the Court Meeting and/or the General Meeting, as the case may be;
"NS&I Act" the National Security and Investment Act 2021, together with its
secondary legislation and
associated regulatory rules;
"Offer Document" should the Acquisition be implemented by way of a Takeover Offer, the
document which would
be sent to AdEPT Shareholders containing, amongst other things, the
terms and conditions of
the Takeover Offer;
"Offer Period" the offer period (as defined by the Takeover Code) relating to AdEPT,
which commenced on 8
February 2023 (being the date of this Announcement) and ending on the
earlier of: (i) the
Effective Date and/or (ii) the date on which the Scheme lapses or is
withdrawn (or such other
date as the Takeover Code may provide or the Panel may decide);
"Opening Position Disclosure" has the same meaning given to it in Rule 8 of the Takeover Code;
"Overseas Shareholders" holders of Scheme Shares who are resident in, ordinarily resident in,
or citizens of, jurisdictions
outside the United Kingdom;
"Panel" the Panel on Takeovers and Mergers;
"Registrar of Companies" the Registrar of Companies in England and Wales;
"Regulatory Information Service" a regulatory information service as defined in the FCA Handbook;
"relevant securities" "relevant securities" as defined in the Takeover Code;
"Resolutions" the resolution(s) to be proposed at the General Meeting necessary to
facilitate the implementation
of the Scheme, including, without limitation, a resolution to amend
the AdEPT Articles by
adoption and inclusion of a new article (in terms approved by Bidco)
under which any AdEPT
Shares issued or transferred after the Scheme Record Time (other than
to Bidco and its nominees)
shall be automatically transferred to Bidco (or as it may direct) and,
where applicable, for
Consideration to be paid to the transferee or to the original
recipient of the AdEPT Shares
so transferred or issued on the same terms as the Acquisition (other
than terms as to timings
and formalities);
"Restricted Jurisdiction" any jurisdiction where sending or making available
information concerning the Acquisition
would: (a) constitute a violation of the relevant laws and
regulations of such jurisdictions;
or (b) result in a requirement to comply with any
governmental or other consent or any registration,
filing or other formality which Bidco or AdEPT regard as
unduly onerous;
"Sanction Hearing" the Court hearing to sanction the Scheme;
"Scheme" the proposed scheme of arrangement under Part 26 of the Companies Act
between AdEPT and Scheme
Shareholders, with or subject to any modification, addition or
condition approved or imposed
by the Court and agreed by AdEPT and Bidco , to implement the
acquisition of the entire issued
and to be issued share capital of AdEPT by Bidco ;
"Scheme Document" the document to be sent to AdEPT Shareholders containing, amongst
other things, the Scheme
and the notices convening the Court Meeting and the General Meeting;
"Scheme Record Time" the time and date to be specified in the Scheme Document, expected to
be 6.00 p.m. on the
Business Day immediately prior to the Effective Date, or such later
time as Bidco and AdEPT
may agree;
"Scheme Shareholders" holders of Scheme Shares;
"Scheme Shares" all AdEPT Shares which remain in issue at the Scheme Record Time and
are:
(a) in issue at the date of the Scheme Document;
(b) (if any) issued after the date of the Scheme Document but before
the Voting Record Time;
and
(c) (if any) issued at or after the Voting Record Time and before the
Scheme Record Time,
either on terms that the original or any subsequent holders thereof
shall be bound by the
Scheme or in respect of which the holders thereof shall have agreed in
writing to be bound
by the Scheme,
excluding, in each case, any Excluded Shares;
"Singer Capital Markets" Singer Capital Markets Advisory LLP;
"Substantial Interest" a direct or indirect interest in 20 per cent. or more of the voting
rights or equity share
capital of an undertaking;
"Takeover Code" the Takeover Code issued by the Panel, as amended from time to time;
"Takeover Offer" subject to the consent of the Panel, should the Acquisition be
implemented by way of a takeover
offer as defined in Chapter 3 of Part 28 of the Companies Act, the
offer to be made by or
on behalf of Bidco to acquire the entire issued and to be issued share
capital of AdEPT, other
than Excluded Shares and, where the context admits, any subsequent
revision, variation, extension
or renewal of such offer;
"Third Party" any relevant central bank, government or governmental,
quasi-governmental, supranational,
statutory, regulatory, environmental, administrative, fiscal or
investigative body, court,
trade agency, association, institution, environmental body, employee
representative body,
any entity owned or controlled by any relevant government or state, or
any other body or person
whatsoever in any jurisdiction;
"UK" or "United Kingdom" United Kingdom of Great Britain and Northern Ireland;
"US" or "United States" the United States of America, its territories and possessions, any
state of the United States
of America, the District of Columbia and all other areas subject to
its jurisdiction and any
political sub-division thereof;
"US Exchange Act" the United States Securities Exchange Act of 1934, as amended, and the
rules and regulations
promulgated thereunder;
"Voting Record Time" the time and date to be specified in the Scheme Document by reference
to which entitlement
to vote at the Court Meeting and the General Meeting will be
determined, expected to be 6.00
p.m. on the day which is two days (excluding non-working days) before
the date of the Court
Meeting and the General Meeting or, if the Court Meeting and/or the
General Meeting is adjourned,
6.00 p.m. on the day which is two days (excluding non-working days)
before the date of such
adjourned Meeting;
"Wavenet" Wavenet Limited and OGL Computer Support Holdings Limited;
"Wider AdEPT Group" AdEPT and its subsidiaries, subsidiary undertakings and associated
undertakings, and any other
undertaking (including any joint venture, partnership, firm or
company) in which AdEPT and/or
all such undertakings (aggregating their interests) have a Substantial
Interest (excluding,
for the avoidance of doubt, Bidco and all of its associated
undertakings which are not members
of the AdEPT Group); and
"Wider Wavenet Group" or the "Wavenet Group" Bidco and its subsidiaries and undertakings (including without
limitation Wavenet Limited
and OGL Computer Support Holdings Limited) and each of their
respective associated undertakings,
and any other undertaking (including any joint venture, partnership,
firm or company) in which
Wavenet and/or all such undertakings (aggregating their interests)
have a Substantial Interest.
For the purposes of this Announcement, "subsidiary", "subsidiary
undertaking", "undertaking", "associated undertaking" and "equity
share capital" have the meanings given by the Companies Act.
All references to "pounds", "pounds Sterling", "Sterling",
"GBP", "pence", "penny" and "p" are to the lawful currency of the
United Kingdom. All references to "A$" are to the lawful currency
of Australia.
All times referred to in this Announcement are London times.
References to the singular include the plural and vice
versa.
All references to statutory provisions or law or to any order or
regulation shall be construed as a reference to that provision,
law, order or regulation as extended, modified, replaced or
re-enacted from time to time and all statutory instruments,
regulations and order from time to time made thereunder or deriving
validity therefrom.
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