DLC Delcam

TIDMDLC

RNS Number : 2526Z

Delcam PLC

04 February 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.

Delcam plc

4 February 2014

Recommended Cash Acquisition

by

Autodesk Development B.V.

(a wholly-owned subsidiary of Autodesk, Inc.)

of

Delcam plc

Court sanction of the Scheme of Arrangement

The boards of Autodesk, Inc. ("Autodesk") and Delcam plc ("Delcam") are pleased to announce that the scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") in order to effect the recommended acquisition of Delcam by Autodesk's indirect wholly-owned subsidiary, Autodesk Development B.V. ("Autodesk Development") (the "Acquisition") was today sanctioned by the Court. In order for the Scheme to become effective in accordance with its terms, Court approval must be obtained for the Capital Reduction at the Reduction Court Hearing, which is scheduled to take place on 6 February 2014. Additionally, the Court Orders made at the Scheme Court Hearing and the Reduction Court Hearing must be delivered to the Registrar of Companies.

Following an application by Delcam to the London Stock Exchange, trading in Delcam Shares on AIM will be suspended with effect from 7.30 a.m. (London time) on 6 February 2014. Delcam has requested that admission of the Delcam Shares to trading on AIM be cancelled by no later than 8.00 a.m. (London time) on 10 February 2014.

Upon the Scheme becoming effective, which is expected to be 7 February 2014, holders of Scheme Shares on the Delcam register of members at 6.00 p.m. on 5 February 2014 will be entitled to receive GBP20.75 for each Scheme Share held. Settlement of the cash consideration due to Scheme Shareholders pursuant to the Scheme is expected to take place on or prior to 21 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 published and posted to Delcam Shareholders on 3 December 2013.

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

Noah Cole (Media) +1 415 580 3535

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 
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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