Frontier Smart Technologies Grp Ltd Further Response to Science Group Offer (4574F)
July 15 2019 - 2:00AM
UK Regulatory
TIDMFST TIDMSAG
RNS Number : 4574F
Frontier Smart Technologies Grp Ltd
15 July 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION.
SHAREHOLDERS WHO ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD
TAKE IN RESPECT OF THE MATTERS AS SET OUT IN THIS ANNOUNCEMENT ARE
RECOMMENDED TO SEEK THEIR OWN PERSONAL FINANCIAL ADVCE IMMEDIATELY
FROM THEIR OWN STOCKBROKER, BANK MANAGER, SOLICTOR, ACCOUNTANT OR
OTHER INDEPENDENT FINANCIAL ADVISER DULY AUTHORISED UNDER THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED) IF THEY ARE
RESIDENT IN THE UNITED KINGDOM OR, IF NOT, ANOTHER APPROPRIATELY
AUTHORISED INDEPENDENT FINANCIAL ADVISER IN THE RELEVANT
JURISDICTION.
15 July 2019
Frontier Smart Technologies Group Ltd ("Frontier" or the
"Company")
Further Response to Science Group Offer
The Board of Frontier notes the most recent announcement by
Science Group plc ("Science Group") of 12 July 2019 in relation to
the offer by Science Group for the issued and to be issued share
capital of Frontier at a price of 35p per share (the "Science Group
Offer") and, in particular, the statements made in that
announcement about events following the meeting of principals and
advisers on 10 July at which the parties agreed verbally that
Science Group would increase its offer price to 37p per share (the
"Improved Offer") conditional upon the Board of Frontier agreeing
to recommend the Improved Offer.
The Board of Frontier reiterates that, since the meeting on 10
July, it has been ready to recommend the Improved Offer from
Science Group and has not at any stage sought to rescind key
conditions of the verbal agreement. Instead, having acknowledged
that all key commercial terms are in fact agreed, Science Group
seeks to rely upon clarification of share option (and JSOP)
arrangements and prior negotiation of the terms of the statutory
merger agreement as obstacles to honouring the terms of the verbal
agreement. The Board of Frontier would point out to Shareholders
that Science Group referenced within its offer document of 2 July
2019 that it only intends to implement the statutory merger
agreement as soon as practicable after the Science Group Offer has
become wholly unconditional.
Science Group's announcement of 12 July states inter alia that:
"for the avoidance of doubt, Science Group does not anticipate
increasing its Offer"; and that "The closing date for the Science
Group Offer is Tuesday 16 July 2019. At the present time, Science
Group does not anticipate extending the Offer, nor the Panmure
Gordon Trading Facility, but retains the option to do so if
considered appropriate at the sole discretion of the Science Group
Board." Notwithstanding these clear statements, within two hours of
issuing this statement, Science Group reached out through advisers
with a view to re-opening discussions in relation to a recommended
offer at an intermediate offer price of 36p per share - a position
inconsistent with the statements made in the announcement.
Nothwithstanding that, the Board of Frontier continues to stand
ready to recommend the Improved Offer and repeats its invitation to
the Board of Science Group to work with the Board of Frontier to
deliver the Improved Offer for the benefit of all Shareholders.
In the meantime, the Frontier Board strongly recommends that
Shareholders neither accept the Science Group Offer on its current
terms, per the offer document distributed to shareholders on 2 July
2019, nor sell any Frontier shares via the Panmure Gordon dealing
facility. In doing so, the Frontier Board observes that discussions
with major Frontier shareholders lead it to the conclusion,
whatever the outcome of the Science Group Offer, that it commands
the support of a blocking minority of shareholders sufficient to
prevent either the implementation of a statutory merger or the
delisting of the Company's shares from trading on AIM.
A further announcement will be made as and when appropriate.
For Further Enquiries:
+44 (0) 20 7391
Frontier Smart Technologies Group Limited 0630
Anthony Sethill, Chief Executive Officer
Jonathan Apps, Chief Financial Officer
Patrick Hannon, Vice President, Corporate Development
+44 (0) 20 7496
N+1 Singer (Nominated Adviser and Broker) 3000
Sandy Fraser / Lauren Kettle / Ben Farrow
About Frontier Smart Technologies Group Limited
Frontier Smart Technologies is a pioneer in technologies for
Digital Radio and Smart IoT devices. The Group's customers include
many leading consumer audio brands: Bose, Denon, harman/kardon,
JBL, Onkyo, Panasonic, Sony, Yamaha, Altec Lansing, Blaupunkt,
Grundig, Hama, Klipsch, Marshall, Pioneer, Pure, Roberts,
TechniSat, Teufel and many more. Established in 2001, the Group is
headquartered in London, with engineering, sales and operations
teams in Cambridge, Timisoara (Romania), Hong Kong and Shenzhen.
For more information, see frontiersmart.com.
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END
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