TIDMOXIG TIDMAND
RNS Number : 2049Y
Oxford Instruments PLC
22 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
22 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
OFFER DECLARED WHOLLY UNCONDITIONAL
Background
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.
Offer Status
Oxford Instruments is pleased to announce that all of the
Conditions to the Offer have been satisfied and, accordingly, the
Offer is declared wholly unconditional.
The Offer will remain open for acceptance until 1.00 p.m. on 4
February 2014. Andor Shareholders who have not yet accepted the
Offer are encouraged to do so without delay.
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 21 January 2014, Oxford
Instruments had received valid acceptances of the Offer in respect
of 30,397,696 Andor Shares (representing approximately 94.93 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, 5,749,340 Andor
Shares (representing approximately 17.96 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.
Further to the announcement dated 8 January 2014, Oxford
Instruments also confirms that valid acceptances have now been
received in relation to all Andor Shares subject to the irrevocable
commitments procured by Oxford Instruments from (i) Conor Walsh and
(ii) Colin Walsh.
Neither Oxford Instruments nor any member of its concert party
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 21
January 2014.
Andor Shareholders who have not yet accepted the Offer are urged
to do so without delay and in accordance with the following:
-- 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 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.
Settlement of consideration
The consideration to which any Andor Shareholder is entitled
under the Offer will be settled (i) in the case of valid
acceptances received by 1.00 p.m. (London time) on 21 January 2014,
on or before 4 February 2014; and (ii) in the case of valid
acceptances received after 1.00 p.m. (London time) on 21 January
2014, but while the Offer remains open for acceptance, within 14
days of such receipt, in each case in the manner described in the
Offer Document.
Compulsory acquisition
As valid acceptances have now been received by Oxford
Instruments under the Offer in respect of more than 90 per cent. of
the Andor Shares to which the Offer relates, Oxford Instruments has
the right to issue compulsory acquisition notices to Andor
Shareholders who do not accept the Offer in accordance with the
provisions of sections 974 to 991 of the 2006 Act (the "Compulsory
Acquisition"). Accordingly, Oxford Instruments will shortly be
posting statutory notices under section 980(1) of the 2006 Act to
any Andor Shareholders who have not validly accepted the Offer,
informing such Andor Shareholders that it will compulsorily acquire
their Andor Shares under the provisions of sections 974 to 991 of
the 2006 Act. Oxford Instruments will make a further announcement
in relation to the progress of the Compulsory Acquisition in due
course.
Cancellation of trading in Andor Shares on AIM
As valid acceptances have now been received by Oxford
Instruments under the Offer in respect of more than 75 per cent of
Andor's issued share capital and the Offer is now declared wholly
unconditional, as advised in the Offer Document, Oxford Instruments
now 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 upon 20 Business Days' notice.
Following cancellation of the admission of the Andor Shares to
trading on AIM, Andor will be re-registered as a private company
under the relevant provisions of the 2006 Act.
Andor Shareholders are strongly recommended to accept the Offer
as the cancellation of the admission to trading on AIM of the Andor
Shares will significantly reduce the liquidity and marketability of
any Andor Shares in respect of which acceptances of the Offer that
are not submitted.
Interests in Andor Shares
As at close of business on 21 January 2014, being the last
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
22 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
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