TIDMARTA
RNS Number : 3989C
Artilium PLC
28 September 2018
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 OR REGULATIONS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
28 September 2018
RECOMMED SHARE AND CASH OFFER
for
ARTILIUM PLC
by
PARETEUM CORPORATION
to be effected
by way of a scheme of arrangement
under Part 26 of the Companies Act 2006
Court Sanction of Scheme of Arrangement and Suspension of
trading on AIM
On 7 June 2018, the boards of Artilium Plc and Pareteum
Corporation announced that they had reached agreement on the terms
of a recommended share and cash offer pursuant to which Pareteum
will acquire the entire issued and to be issued ordinary share
capital of Artilium not already owned by Pareteum (the
"Acquisition"), which will be effected by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 ("Scheme").
The Board of Artilium is pleased to announce that the Scheme was
sanctioned by the Court earlier today. It is anticipated that the
Effective Date of the Scheme will be 1 October 2018, which is when
the Court Order is expected to be delivered to the Registrar of
Companies. There has been no change to the updated expected
timetable of principal events for the Acquisition set out on page 8
of the Scheme Document.
The Scheme Record Time will be 6.00 p.m. (London time) today, 28
September 2018, and no transfers of Artilium Shares will be
registered after this time.
Dealings in Artilium Shares will be suspended from trading on
AIM with effect from 7.30 a.m. on 1 October 2018. Subject to the
Scheme becoming effective, it is expected that the admission of
Artilium Shares to trading on AIM will be cancelled by no later
than 8.00 a.m. on 2 October 2018.
Capitalised terms in this announcement (the "Announcement"),
unless otherwise defined, have the same meanings as set out in the
Scheme Document.
Enquiries:
Pareteum
Denis McCarthy, SVP Corporate Development Tel: +1 (212) 984-1096
Alexander Korff, Company Secretary
Edward O'Donnell, Chief Financial Officer
Jefferies International Limited (Financial adviser to
Pareteum)
(UK) Simon Brown Tel: +44 (0)20 7029
(US) Timothy Roepke 8000
Jeffrey Snyder Tel: +1 (212) 284
2300
Artilium
Jan-Paul Menke, Non-Executive Chairman Tel: +32 (0) 5023
Bart Weijermars, Chief Executive Officer 0300
Rupert Hutton, Chief Finance Officer
finnCap Ltd (Financial adviser under Rule 3 of the Code,
Nominated Adviser and broker to Artilium)
Jonny Franklin-Adams Tel: +44 (0)20
Henrik Persson 7220 0500
Anthony Adams
Important notices
Jefferies International Limited ("Jefferies"), which is
authorised and regulated by the Financial Conduct Authority (the
"FCA") in the United Kingdom, is acting exclusively for Pareteum as
financial adviser and no one else in connection with the
Acquisition and other matters set out in this Announcement and will
not be responsible to anyone other than Pareteum for providing the
protections afforded to clients of Jefferies, or for providing
advice in connection with the Acquisition, the content of this
Announcement or any matter referred to herein. Neither Jefferies
nor any of its subsidiaries, affiliates or branches owes or accepts
any duty, liability or responsibility whatsoever (whether direct,
indirect, consequential, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of
Jefferies in connection with this Announcement, any statement
contained herein or otherwise.
finnCap, which is authorised by and regulated by the FCA in the
United Kingdom, is acting exclusively as financial adviser under
Rule 3 of the Code, nominated adviser and broker to Artilium and no
one else in connection with the Acquisition and other matters
referred to in this Announcement and will not be responsible to
anyone other than Artilium for providing the protections afforded
to clients of finnCap, or for providing advice in connection with
the Acquisition, the content of this Announcement or any matter
referred to herein. Neither finnCap nor any of its subsidiaries or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct, indirect, consequential, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of finnCap 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 any part of, an offer
to sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise. The
Acquisition will be made solely through the Scheme Document and the
accompanying Forms of Proxy, which contain the full terms and
conditions of the Acquisition, including details of how to vote in
respect of the Acquisition. Any approval, decision or other
response to the Acquisition should be made only on the basis of the
information in the Scheme Document. Artilium Shareholders are
strongly advised to read the formal documentation in relation to
the Acquisition.
This Announcement has been prepared for the purpose of complying
with the laws of England and Wales, the AIM Rules and the Code and
the information disclosed may not be the same as that which would
have been disclosed if this Announcement had been prepared in
accordance with the laws of jurisdictions outside the United
Kingdom.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and service of this Announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this Announcement since such date.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas shareholders
Unless otherwise determined by Artilium and Pareteum or required
by the Takeover Code, and permitted by applicable law and
regulation, the Acquisition will 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 use, means,
instrumentality or from within a jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.
Accordingly, copies of the Scheme Document 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 jurisdiction where to do so would
violate the laws in that jurisdiction, and persons receiving the
Scheme Document and all other documents relating to the Acquisition
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from jurisdictions
where to do so would violate the laws in that jurisdiction.
It is the responsibility of each Overseas Holder to satisfy
himself as to the full observance of the laws and regulatory
requirements of the relevant jurisdiction in connection with the
Acquisition, including obtaining any governmental, exchange control
or other consents which may be required, or the compliance with
other necessary formalities which are required to be observed and
the payment of any issue, transfer or other taxes due in such
jurisdiction.
The Scheme Document and its accompanying documents have been
prepared in connection with a proposal in relation to a scheme of
arrangement pursuant to, and for the purpose of complying with,
English law and the Takeover Code and the information disclosed may
not be the same as that which would have been disclosed if these
documents had been prepared in accordance with the laws of
jurisdictions outside England and Wales.
The availability of New Pareteum Shares under the Acquisition to
Artilium Shareholders who are not resident in the United Kingdom
may be affected by the laws of the relevant jurisdictions in which
they are resident. Further details are set out in paragraph 19 of
Part 2 (Explanatory Statement) of the Scheme Document.
Notice to US investors
The New Pareteum Shares are expected to be issued in the United
States in reliance upon the exemption from the registration
requirements of the US Securities Act provided by section 3(a)(10)
thereof.
For the purposes of qualifying for the exemptions from the
registration requirements of the US Securities Act afforded by
section 3(a)(10), Artilium has advised the Court through counsel
that the Court's sanction of the Scheme will be relied upon by
Pareteum as an approval of the Scheme following a hearing on the
fairness of the terms and conditions of the Scheme to Artilium
Shareholders at which hearing all such shareholders were entitled
to appear in person or through counsel to support or oppose the
sanctioning of the Scheme and with respect to which notification
had been given to all Artilium Shareholders.
Scheme Shareholders (whether or not US persons) who are or will
be affiliates (within the meaning of the US Securities Act) of
Artilium or Pareteum prior to, or of Pareteum after, the Effective
Date will be subject to certain restrictions on transfers of the
New Pareteum Shares received pursuant to the Scheme. Otherwise, the
New Pareteum Shares generally should not be treated as "restricted
securities" within the meaning of Rule 144(a)(3) under the US
Securities Act and persons who receive securities under the Scheme
(other than affiliates) may resell them without restriction under
the US Securities Act. For a description of these and certain
further restrictions on offers, sales and transfers of the New
Pareteum Shares and the distribution of the Scheme Document, and
additional information applicable to US shareholders, see paragraph
19 of Part 2 (Explanatory Statement) of the Scheme Document.
The receipt of New Pareteum Shares pursuant to the Acquisition
by a US Shareholder may be a taxable transaction for US federal
income tax purposes and under applicable state and local, as well
as foreign and other, tax laws. Each Artilium Shareholder is urged
to consult his independent professional adviser immediately
regarding the tax consequences of the Acquisition.
It may be difficult for US Shareholders to enforce their rights
and claims arising out of the US federal securities laws, Artilium
is located in countries other than the United States, and some or
all of its officers and directors may be residents of countries
other than the United States. US Shareholders may not be able to
sue a non--US company or its officers or directors in a non--US
court for violations of the 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 judgment.
None of the securities referred to in the Scheme Document have
been approved or disapproved by the SEC, any state securities
commission in the United States or any other US regulatory
authority, nor have such authorities passed upon or determined the
adequacy or accuracy of the information contained in the Scheme
Document. Any representation to the contrary is a criminal offence
in the United States.
The financial information included in, or incorporated by
reference into, the Scheme Document has been prepared in accordance
with the International Financial Reporting Standards ("IFRS") as
adopted by the European Union and thus may not be comparable to
financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the United States.
Disclosure requirements of the Code
Under Rule 8.3(a) of the 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 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 10th Business Day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 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. You should contact the Takeover 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.
Publication on website
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement will be available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions) on Artilium's website at www.artilium.com/investors
and on Pareteum's website at www.pareteum.com/investors by no later
than 12 noon on the business day following this announcement. The
contents of the websites referred to in this announcement are not
incorporated into and do not form part of this announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCUWSSRWSAKUAR
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