TIDMDLC
RNS Number : 7638X
Delcam PLC
15 January 2014
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 SUCH
JURISDICTION.
Recommended Cash Acquisition
by
Autodesk Development B.V.
(a wholly-owned subsidiary of Autodesk, Inc.)
of
Delcam plc
Result of Court Meeting and General Meeting
The boards of Autodesk, Inc. ("Autodesk") and Delcam plc
("Delcam") are pleased to announce that, at the Court Meeting and
the General Meeting held earlier today in connection with the
recommended acquisition of Delcam by Autodesk's indirect
wholly-owned subsidiary, Autodesk Development B.V. ("Autodesk
Development") (the "Acquisition"), by way of scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme"), all the
resolutions proposed were duly passed.
The voting results in relation to the Court Meeting and the
General Meeting are summarised below.
COURT MEETING
At the Court Meeting, a majority in number of Scheme
Shareholders who voted (either in person or by proxy), representing
98.2 per cent. by value of those Scheme Shares voted, voted in
favour of the resolution to approve the Scheme. The resolution
proposed at the Court Meeting was decided on a poll. Details of the
votes cast are as follows:
Number of Percentage Number of Percentage Number of
Scheme Shares of Scheme Scheme Shareholders of Scheme Scheme Shares
voted Shares voted who voted Shareholders voted as
(%) who voted a percentage
(%) of the issued
share capital
(%)
--------- --------------- -------------- --------------------- -------------- ---------------
For 5,445,995 98.2 166 93.8 68.6
--------- --------------- -------------- --------------------- -------------- ---------------
Against 100,203 1.8 11 6.2 1.3
--------- --------------- -------------- --------------------- -------------- ---------------
Total 5,546,198 100 177 100 69.9
--------- --------------- -------------- --------------------- -------------- ---------------
Accordingly, the resolution proposed at the Court Meeting was
duly passed.
GENERAL MEETING
At the General Meeting, the special resolution, as set out in
the notice of the General Meeting annexed to the scheme document
published and posted to Delcam Shareholders on 3 December 2013 (the
"Scheme Document") was duly passed on a poll vote, and the results
are detailed as follows:
Number of Delcam Shares Percentage of Delcam
voted Shares voted (%)
--------- ------------------------ ---------------------
For 5,399,040 98.2
--------- ------------------------ ---------------------
Against 101,043 1.8
--------- ------------------------ ---------------------
Next Steps
Completion of the Acquisition remains subject to the
satisfaction or (where capable of being waived) waiver of the other
Conditions set out in the Scheme Document, including the receipt of
certain competition clearances and the Court sanctioning the Scheme
at the Scheme Court Hearing and confirming the Capital Reduction at
the Reduction Court Hearing. The Scheme Court Hearing and the
Reduction Court Hearing are expected to take place on 4 February
2014 and 6 February 2014, respectively. Subject to the Conditions,
as described above, the Scheme is expected to become effective on 7
February 2014. The expected timetable for the implementation of the
Scheme is attached to this announcement.
Note that capitalised terms used in this announcement but not
defined have the same meaning as in the Scheme Document.
A copy of this announcement will be available, subject to
certain restrictions in relation to persons in certain overseas
jurisdictions, on Delcam's website at www.delcam.com and Autodesk's
website at www.autodesk.com.
Enquiries:
Delcam +44 (0) 121 766 5544
Clive Martell, Chief Executive
Numis (financial adviser, NOMAD and corporate broker to Delcam) +44 (0) 20 7260 1000
Simon Willis
Freddie Barnfield
Rupert Krefting (corporate broking)
Biddicks (PR adviser to Delcam) +44 (0) 20 3178 6378
Katie Tzouliadis
Deborah Walter
Alex Shilov
Autodesk
David Gennarelli (Investors) +1 415 507 6033
Christina Schneider (Europe Press) +33 1 46 46 38 06
Clay Helm (US Press) +1 415 547 2425
Citi (financial adviser to Autodesk and Autodesk
Development)
Sian Evans +44 (0) 20 7986 4000
Citi, which is authorised by the Prudential Regulation Authority
and regulated by the Prudential Regulation Authority and the
Financial Conduct Authority, is acting exclusively for Autodesk and
Autodesk Development and for no-one else in connection with the
matters set out in this announcement and will not be responsible to
anyone other than Autodesk and Autodesk Development for providing
the protections afforded to the clients of Citi or for providing
advice in connection with the matters set out in this
announcement.
Numis, which is authorised and regulated by the Financial
Conduct Authority, is acting for Delcam and for no-one else in
connection with the contents of this announcement and will not be
responsible to anyone other than Delcam for providing the
protections afforded to clients of Numis, or for providing advice
in connection with the matters set out in this announcement or any
matters referred to herein. To the fullest extent permitted by
applicable law and regulation, Numis, its affiliates, directors,
employees and/or agents expressly disclaim any and all liability
relating or resulting from the use of all or any part of this
announcement or any of the information contained herein.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer to
sell or an invitation to purchase any securities or the
solicitation of an offer to buy 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 by
means of the Scheme Document which contains the full terms and
conditions of the Acquisition.
This announcement has been prepared for the purposes of
complying with the laws of England and Wales and the City Code on
Takeovers and Mergers (the "City 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 and regulations of any other jurisdiction.
Neither the content of any website referred to in this
announcement nor the content of any website accessible from
hyperlinks on Autodesk's or Delcam's websites is incorporated into,
or forms part of, this announcement.
Overseas Shareholders
Unless otherwise determined by Autodesk or required by the Panel
and unless permitted by the applicable law and regulation, the
Acquisition will not be made directly or indirectly in or into, or
by the use of mails or any means of instrumentality (including, but
not limited to, facsimile, email or other electronic transmission,
telex or telephone) of inter-state or foreign commerce of, or any
facility of a national, state or other securities exchange of any
Restricted Overseas Jurisdiction. Unless otherwise determined by
Autodesk or required by the Panel and unless permitted by
applicable law or regulation, copies of this announcement and any
formal documentation relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Overseas
Jurisdiction and persons (including nominees, trustees, and
custodians) receiving such documents should observe these
restrictions and should not mail or otherwise forward or distribute
them in or into or from any Restricted Overseas Jurisdiction.
Notice to US Investors in Delcam
This announcement does not constitute, or form part of, any
offer for, or any solicitation of any offer for, securities, nor is
it a solicitation of any vote or approval in any jurisdiction, nor
will there be any purchase or transfer of the securities referred
to in this announcement in any jurisdiction in contravention of
applicable laws or regulations.
The Acquisition relates to the shares of an English company and
is proposed to be implemented by means of a scheme of arrangement
provided for and governed by English law. 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 or
other US securities laws. Accordingly, the Acquisition is subject
to the disclosure requirements, rules and practices applicable in
the United Kingdom to schemes of arrangement and under the City
Code, which differ from the disclosure and other requirements of US
and other non-United Kingdom securities laws. Financial information
included in the relevant documentation will have been prepared in
accordance with accounting standards applicable in the United
Kingdom that may not be comparable to the financial statements of
US companies or companies whose financial statements are prepared
in accordance with generally accepted accounting principles in the
US.
Delcam is incorporated under English Law. All or some of the
Delcam Directors are residents of countries other than the United
States. As a result it may not be possible for United States Delcam
Shareholders to effect service of process within the United States
upon Delcam or such Delcam Directors or to enforce against any of
them, judgements of the United States predicated upon the civil
liability provisions of the federal securities laws of the United
States. It may not be possible to sue Delcam or its officers or
directors in a non-US court for violations of US securities
laws.
Disclosure requirements of the City Code
Under Rule 8.3(a) of the City 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 paper 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 (as defined in the City
Code) in which any paper 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 paper
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. on the tenth
Business Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. on the tenth Business Day
following the announcement in which any paper offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a paper offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing
Disclosure (as defined in the City Code).
Under Rule 8.3(b) of the City 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 paper offeror
must make a Dealing Disclosure if the person deals in any relevant
securities of the offeree company or of any paper 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 paper 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. 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 paper
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 an offeror and Dealing Disclosures must also be made
by the offeree company, by an 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 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.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
All times shown in this document are London times unless
otherwise stated.
Event Time and/or date
Scheme Court Hearing 4 February 2014
Last day of dealings in, and for registration 5 February 2014
of transfers of, Delcam Shares
Scheme Record Time 6.00 p.m. on 5 February
2014
Reduction Court Hearing 6 February 2014
Effective Date 7 February 2014
Cancellation of admission to trading of By 8.00 a.m. on 10 February
Delcam Shares on AIM 2014
Latest date for despatch of cheques and 21 February 2014
settlement through CREST or other form of
payment
Long Stop Date 31 March 2014
These dates and times are indicative only and are based on Autodesk's
and Delcam's current expectations and may be subject to change.
If any of the dates or times above change, the revised dates or
times will be notified to Delcam Shareholders by announcement through
the Regulatory News Service of the London Stock Exchange.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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