ETQ Energy Tech.

TIDMETQ TIDMFAN

RNS Number : 5180G

Energy Technique PLC

23 November 2015

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

23 November 2015

RECOMMENDED CASH OFFER

for

Energy Technique plc ("ETQ")

by

Volution Group plc ("Volution")

Posting of the Scheme Document

On 11 November 2015, it was announced that ETQ and Volution had reached agreement on the terms of a recommended cash offer pursuant to which Volution shall acquire the entire issued and to be issued ordinary share capital of ETQ. The Acquisition is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006. Under the terms of the Acquisition, ETQ Shareholders shall be entitled to receive 345 pence in cash for each ETQ Share held.

The boards of ETQ and Volution announce that ETQ is today posting to ETQ Shareholders a scheme document in relation to the Acquisition, setting out amongst other things the full terms and conditions of the Scheme, an explanatory statement, an expected timetable of principal events and details of the actions to be taken by ETQ Shareholders (the "Scheme Document").

Capitalised terms in this announcement (the "Announcement"), unless otherwise defined, have the same meanings as set out in the Scheme Document.

Timetable

As further detailed in the Scheme Document, to become effective, the Scheme will require the approval of ETQ Shareholders at the Court Meeting and the passing of a special resolution at the ETQ General Meeting. Notices convening the Court Meeting and the ETQ General Meeting, respectively for 11.00 a.m. on 14 December 2015 and 11.15 a.m. on 14 December 2015 (or as soon thereafter as the Court Meeting is concluded or adjourned) to be held at the offices of Rosenblatt Solicitors, 9 - 13 St Andrew Street, London EC4A 3AF, are set out in the Scheme Document, together with the relevant Forms of Proxy for such meetings. If the Scheme is approved by the ETQ Shareholders then the ETQ Shares will be cancelled from trading on AIM at 7.00 a.m. on 22 December 2015.

The expected timetable of principal events is attached as an appendix to this announcement. If any of the key dates set out in the expected timetable change, an announcement will be made through a Regulatory Information Service.

All references to time in this Announcement are to UK time.

Enquiries

Volution Group plc

Ronnie George +44 (0) 1293 441501

Ian Dew +44 (0) 1293 441536

Liberum Capital Limited (Financial Adviser and Broker to Volution Group plc)

   Neil Patel/Richard Bootle                                                    +44 (0) 20 3100 2222 

Brunswick (Financial Public Relations Adviser to Volution Group plc)

   Craig Breheny/Simone Selzer/                                            +44 (0) 20 7404 5959 

Chris Buscombe

Energy Technique plc

Leigh Stimpson +44 (0) 20 8783 0033

Rob Unsworth +44 (0) 20 8783 0033

Cavendish Corporate Finance LLP (Financial Adviser to Energy Technique plc)

   Andrew Jeffs/Philip Barker                                                 +44 (0) 20 7908 6000 

finnCap Ltd (Nominated Adviser and Broker to Energy Technique plc)

   Ed Frisby/Scott Mathieson                                                +44 (0) 20 7220 0500 

Liberum Capital Limited, which is authorised and regulated by the FCA, is acting exclusively for Volution and no-one else in connection with the Acquisition and will not be responsible to anyone other than Volution for providing the protections afforded to clients of Liberum nor for providing advice in relation to the Acquisition or any other matters referred to in this Announcement.

Cavendish Corporate Finance LLP, which is authorised and regulated by the FCA, is acting exclusively for ETQ and no-one else in connection with the Acquisition and will not be responsible to anyone other than ETQ for providing the protections afforded to clients of Cavendish nor for providing advice in relation to the Acquisition or any other matters referred to in this Announcement.

Important notices

This Announcement is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of ETQ in any jurisdiction in contravention of applicable law. The Acquisition shall be made solely by means of the Scheme Document which shall contain the full terms and Conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document.

ETQ shall prepare the Scheme Document to be distributed to ETQ Shareholders. ETQ and Volution urge ETQ Shareholders to read the Scheme Document when it becomes available because it shall contain important information relating to the Offer.

This Announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

The availability of the Acquisition or the distribution of this Scheme Circular to ETQ Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas shareholders will be contained in the Scheme Document. ETQ Shareholders who are in any doubt regarding such matters should consult and appropriate independent professional adviser in the relevant jurisdiction without delay.

The release, publication or distribution of this Announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

This Announcement has been prepared for the purposes of complying with English law, the AIM Rules, the rules of the London Stock Exchange 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 of England.

The Acquisition will not be made, directly or indirectly, in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, copies of the Scheme Document and the formal documentation relating the Acquisition will not be and must not be mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction.

US Holders should note that the Acquisition relates to the securities of a UK company, is subject to UK disclosure requirements (which are different from those of the US) and is proposed to be implemented under a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer and proxy solicitation rules under the US Exchange Act. Accordingly, the Scheme will be subject to UK disclosure requirements and practices, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in the Scheme Document and the Scheme documentation has been or will have been prepared in accordance with IFRS 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 US. If Volution exercises its right to implement the acquisition of the ETQ Shares by way of a takeover offer, such offer will be made in compliance with applicable US tender offer and securities laws and regulations.

The receipt of cash pursuant to the Acquisition by a direct or indirect US Holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each ETQ Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

It may be difficult for US Holders to enforce their rights and claims arising out of the US federal securities laws, since Volution and ETQ are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US Holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of 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 judgement.

(MORE TO FOLLOW) Dow Jones Newswires

November 23, 2015 02:00 ET (07:00 GMT)

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Volution or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, ETQ Shares outside of the United States, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service of the London Stock Exchange and will be available on the London Stock Exchange website, www.londonstockexchange.com.

Forward-looking statements

This Announcement and the Scheme Document (including information incorporated by reference in this Announcement and the Scheme Document), oral statements made regarding the Acquisition, and other information published by Volution and ETQ may contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Volution and ETQ about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this Announcement and the Scheme Document include statements relating to the expected effects of the Acquisition on Volution and ETQ, the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Volution and ETQ believe that the expectations reflected in such forward-looking statements are reasonable, Volution and ETQ can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to consummate the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions; the ability of Volution and ETQ to successfully integrate their respective operations and retain key employees; the potential impact of the announcement or consummation of the Acquisition on relationships, including with employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in tax rates, interest rate and currency value fluctuations; the degree of competition in the geographic and business areas in which Volution and ETQ operate; compliance with government regulation and changes in laws or in supervisory expectations or requirements; the combined company's ability to make acquisitions and its ability to integrate or manage such acquired businesses. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Volution nor ETQ, nor any of their respective affiliates, associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement and the Scheme Document will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules, the Listing Rules and the Disclosure and Transparency Rules of the FCA, as applicable), neither Volution nor ETQ is under any obligation, and Volution and ETQ expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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) of the Code applies must be made by no later than 3.30 p.m. on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. 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 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(s), save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code 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 securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

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 Panel on Takeovers and Mergers' 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 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

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Volution's website at www.volutiongroupplc.com and ETQ's website at www.diffusion-group.com by no later than 12.00 noon (London time) on the business day following this announcement. For the avoidance of doubt, the contents of these websites are not incorporated by reference and do not form part of this announcement.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other information provided by ETQ Shareholders, persons with information rights and other relevant persons for the receipt of communications from ETQ may be provided to Volution during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c).

Rounding

Certain figures included in the Scheme Circular have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.

APPENDIX I

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

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