TIDMOXIG TIDMAND
RNS Number : 1545X
Oxford Instruments PLC
08 January 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
8 January 2014
RECOMMENDED CASH OFFER
FOR
ANDOR TECHNOLOGY PLC ("ANDOR")
BY
OXFORD INSTRUMENTS NANOTECHNOLOGY TOOLS HOLDINGS LIMITED
("OINTH")
A WHOLLY-OWNED SUBSIDIARY OF OXFORD INSTRUMENTS PLC
EXTENSION OF OFFER AND OFFER UPDATE
On 10 December 2013 the boards of Oxford Instruments plc and
Andor announced that they had reached agreement on the terms of a
recommended cash offer to be made by OINTH, a wholly-owned
subsidiary of Oxford Instruments plc (together with OINTH, "Oxford
Instruments"),for the entire issued and to be issued share capital
of Andor (the "Offer").
The full terms of, and conditions to, the Offer together with
the procedures for acceptance were set out in the offer document
issued by Oxford Instruments on 17 December 2013 (the "Offer
Document") and, in respect of Andor Shares held in certificated
form, in the Form of Acceptance.
Terms and expressions used in this announcement shall, unless
the context otherwise requires, have the same meanings as given to
them in the Offer Document.
Level of acceptances
As at 1.00 p.m. (London time) on 7 January 2014, being the First
Closing Date of the Offer, Oxford Instruments had received valid
acceptances of the Offer in respect of 23,527,691 Andor Shares
(representing approximately 73.47 per cent of the issued share
capital of Andor), which Oxford Instruments may count towards the
satisfaction of the acceptance condition to the Offer. So far as
Oxford Instruments is aware, none of these acceptances have been
received from persons acting in concert with Oxford Instruments. Of
these acceptances, acceptances have been received in respect of, in
aggregate, 5,659,340 Andor Shares (representing approximately 17.67
per cent of the issued share capital of Andor) which were subject
to either (i) an irrevocable commitment, or (ii) a letter of
intent, each as procured respectively by Oxford Instruments.
Oxford Instruments procured an irrevocable undertaking from
Conor Walsh in respect of his beneficial holding of 50,000 Andor
Shares (representing approximately 0.16 per cent of the issued
share capital of Andor) to accept the Offer by not later than 3.00
p.m. on the fifth day after posting of the Offer Document. As at
1.00 p.m. (London time) on 7 January 2014, Oxford Instruments had
received a valid acceptance of the Offer from Conor Walsh in
respect of the 10,000 Andor Shares (representing approximately 0.03
per cent of the issued share capital of Andor) held in his own
name, but had yet to receive a valid acceptance of the Offer in
respect of the 40,000 Andor Shares (representing approximately 0.13
per cent of the issued share capital of Andor) held beneficially
for him and registered in the name of Brewin 1762 Nominees Limited
("Brewin"). Oxford Instruments understands that Conor Walsh has
authorised and instructed Brewin to accept the Offer in respect of
the 40,000 Andor Shares which it holds on his behalf.
In addition, Oxford Instruments procured an irrevocable
undertaking from Colin Walsh in respect of his beneficial holding
of 146,348 Andor Shares (representing approximately 0.46 per cent
of the issued share capital of Andor) to accept the Offer by not
later than 3.00 p.m. on the fifth day after posting of the Offer
Document. As at 1.00 p.m. (London time) on 7 January 2014, Oxford
Instruments had received a valid acceptance of the Offer from Colin
Walsh in respect of the 96,348 Andor Shares (representing
approximately 0.30 per cent of the issued share capital of Andor)
held beneficially for him and registered in the name of Hamniv GP
Limited, but had received an invalid acceptance of the Offer in
respect of the 50,000 Andor Shares (representing approximately 0.16
per cent of the issued share capital of Andor) held in his own
name. Oxford Instruments understands that the acceptance was
invalid due to the share certificate in respect of the 50,000
shares not being provided with the acceptance. Oxford Instruments
has been informed that a deed of indemnity in respect of the
missing share certificate will be executed and delivered to Capita
Asset Services (along with any replacement share certificate, if
applicable) as soon as reasonably practicable, at which time the
acceptance will become valid.
Save as disclosed above, neither Oxford Instruments nor its
associates have any outstanding irrevocable commitments to accept
the Offer.
The percentages of Andor Shares referred to in this announcement
are based upon a figure of 32,020,496 Andor Shares in issue on 7
January 2014.
Extension of Offer
The Offer, which remains subject to the Conditions set out in
the Offer Document, is being extended for 14 days and will remain
open for acceptance until the next closing date which will be 1.00
p.m. (London time) on 21 January 2014.
Any further extension of the Offer Period will be publicly
announced no later than 8.00 a.m. on the Business Day following the
date on which the Offer was otherwise due to expire, or such later
date as the Panel may agree. The Offer Price remains unchanged in
connection with this extension.
Andor Shareholders who have not yet accepted the Offer are urged
to do so by the following deadlines:
-- If you hold Andor Shares in certificated form (that is, not
in CREST), you must complete the Form of Acceptance in accordance
with the instructions printed on it in accordance with paragraph
17(a) of the Letter from the Chairman of Oxford Instruments set out
in Part II of the Offer Document and return it (along with any
appropriate share certificate(s) and/or other document(s) of title)
using the accompanying reply-paid envelope (for use within the UK
only) as soon as possible and, in any event, so as to be received
by no later than 1.00 p.m. (London time) on 21 January 2014 to
Capita Asset Services.
-- If you hold Andor Shares in uncertificated form (that is, in
CREST), you should follow the procedures for electronic acceptance
through CREST in accordance with the instructions set out in
paragraph 17(e) of the Letter from the Chairman of Oxford
Instruments set out in Part II of the Offer Document so that a TTE
Instruction settles as soon as possible and, in any event, no later
than 1.00 p.m. (London time) on 21 January 2014.
Intention to delist Andor Shares from trading on AIM
Assuming that the Offer becomes, or is declared, unconditional
in all respects and subject to any applicable requirements of the
AIM Rules, Oxford Instruments intends to procure that Andor applies
to the London Stock Exchange for the cancellation of the admission
of the Andor Shares to trading on AIM. It is anticipated that such
cancellation will take effect no earlier than 20 Business Days
after the Offer becomes, or is declared, unconditional in all
respects, subject to compliance with applicable requirements of the
AIM Rules.
Andor Shareholders are strongly recommended to accept the Offer
as the delisting will significantly reduce the liquidity and
marketability of any Andor Shares in respect of which acceptances
of the Offer that are not submitted.
Interest in Andor Shares
As at 7 January 2014 (being the latest practicable date prior to
the date of this announcement), neither Oxford Instruments, nor any
person acting in concert with Oxford Instruments, is interested in,
or has any rights to subscribe for any relevant securities of
Andor, or has any short position (whether conditional or absolute
and whether in the money or otherwise), including any short
position under a derivative or any arrangement in relation to any
relevant securities of Andor. For these purposes, "arrangement"
includes any agreement to sell or any delivery obligation or right
to require another person to purchase or take delivery of any
relevant securities of Andor and any borrowing or lending of any
relevant securities of Andor which have not been on-lent or sold
and any outstanding irrevocable commitment or letter of intent with
respect to any relevant securities of Andor.
In accordance with Rule 30.4 of the City Code, a copy of this
announcement will be made available, subject to certain
restrictions relating to persons resident in any Restricted
Jurisdiction, on the websites of Oxford Instruments at
http://www.oxford-instruments.com/investor and Andor at
http://www.andorplc.com/ by no later than 12 noon (London time) on
9 January 2014 until the end of the Offer (including any
competition reference period). For the avoidance of doubt, the
contents of the websites referred to above are not incorporated
into and do not form part of this announcement.
Enquiries:
Oxford Instruments plc Tel: +44 (0)1865 393 200
Jonathan Flint (Chief Executive)
Kevin Boyd (Group Finance Director)
Evercore (Lead Financial Adviser to Tel: +44 (0)20 7653 6000
Oxford Instruments)
Bernard Taylor
Julian Oakley
J.P. Morgan Cazenove (Joint Financial Tel: +44 (0)20 7777 2000
Adviser and Corporate Broker to Oxford
Instruments)
Robert Constant
Richard Perelman
MHP Communications (PR Adviser to Tel: +44 (0)20 3128 8100
Oxford Instruments)
Rachel Hirst
This announcement is not intended to and does not constitute or
form part of any offer or invitation to sell or purchase any
securities or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of
any securities, pursuant to the Offer or otherwise, nor shall there
be any sale, issue or transfer of the securities referred to in
this announcement in or into any jurisdiction in contravention of
any applicable law. The Offer will be made solely by the Offer
Document (together with, in the case of Andor Shares in
certificated form, the Form of Acceptance), which will contain the
full terms and conditions of the Offer, including details of how
the Offer may be accepted. Andor Shareholders should carefully read
the Offer Document (and, if they hold their Andor Shares in
certificated form, the Form of Acceptance) in its entirety before
making a decision with respect to the Offer.
Evercore is acting as lead financial adviser to Oxford
Instruments on the Offer, with J.P. Morgan Cazenove acting as joint
financial adviser and broker.
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting as financial adviser exclusively for
Oxford Instruments and no one else in connection with the Offer and
will not regard any other person as its client in relation to the
matters referred to in this announcement and will not be
responsible to anyone other than Oxford Instruments for providing
the protections afforded to clients of Evercore, nor for providing
advice in relation to the matters referred to in this
announcement.
J.P. Morgan Limited, which conducts its UK investment banking
businesses as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority. J.P. Morgan Cazenove is acting as joint
financial adviser and corporate broker exclusively for Oxford
Instruments and no one else in connection with the matters referred
to in this announcement and will not regard any other person as its
client in relation to the matters referred to in this announcement
and will not be responsible to anyone other than Oxford Instruments
for providing the protections afforded to clients of J.P. Morgan
Cazenove, nor for providing advice in relation to the matters
referred to in this announcement.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 p.m. (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. (London time) on the tenth business day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in one 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,
save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London
time) on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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