TIDMIMG
RNS Number : 4501V
Imagination Technologies Group PLC
02 November 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
2 November 2017
RECOMMED CASH ACQUISITION
of
Imagination Technologies Group plc
by
CBFI Investment Limited
a wholly-owned subsidiary of funds managed by
Canyon Bridge Capital Partners, LLC
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Scheme of Arrangement becomes effective
On 22 September 2017, Imagination Technologies Group plc
("Imagination") and CBFI Investment Limited, a newly incorporated
company ("CBFI"), indirectly owned by Canyon Bridge Fund I, LP, a
fund managed by U.S. headquartered Canyon Bridge Capital Partners,
LLC, announced that they had reached agreement on the terms of a
recommended cash acquisition by which the entire issued and to be
issued ordinary share capital of Imagination will be acquired by
CBFI (the "Acquisition") by means of a Court approved scheme of
arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").
Earlier today, Imagination announced that the Court had
sanctioned the Scheme at the Court hearing held this morning.
Imagination and CBFI are now pleased to announce that, following
the delivery of the Court Order to the Registrar of Companies, the
Scheme has now become Effective in accordance with its terms and
the entire issued and to be issued share capital of Imagination is
now owned by CBFI.
Scheme Shareholders on the register of members of Imagination at
the Scheme Record Time, being 6.00 p.m. on 3 November 2017, will be
entitled to receive 182 pence in cash for each Scheme Share held.
Settlement of the consideration to which any Scheme Shareholder is
entitled pursuant to the Scheme will be settled by the dispatch of
cheques or crediting through CREST accounts (for Scheme
Shareholders holding Scheme Shares in certificated form and in
uncertificated form, respectively) as soon as practicable and in
any event within 14 days of this announcement (the "Announcement")
being 16 November 2017.
Applications have been made to the London Stock Exchange and the
UK Listing Authority in relation to the de-listing of Imagination
Shares from the Official List and the cancellation of the admission
to trading of Imagination Shares on the Main Market of the London
Stock Exchange which is expected to take effect by 8.00 a.m.
tomorrow, 3 November 2017.
Unless otherwise defined, all capitalised terms in this
Announcement shall have the meaning given to them in the scheme
document published on 9 October 2017 (the "Scheme Document").
Enquiries
Imagination Technologies Group Tel: 01923 260
plc 511
Andrew Heath, Chief Executive
Officer
Guy Millward, Chief Financial
Officer
Rothschild Tel: 020 7280 5000
(Lead financial adviser and
sole Rule 3 adviser to Imagination)
Ravi Gupta/Warner Mandel/Yuri
Shakhmin/Pietro Franchi
Jefferies International (Financial
adviser and corporate broker Tel: 020 7029
to Imagination) 8000
Nick Adams/Daniel Aharoni/David
Watkins
Instinctif Partners Tel: 020 7457 2020
(PR advisor to Imagination)
Adrian Duffield/Kay Larsen/Chantal
Woolcock
Citigroup Global Markets
(Financial advisor and broker Tel: 020 7986
to CBFI and Canyon Bridge) 4000
Jan Skarbek/Luke Spells/Robert
Redshaw (Corporate Broking)/David
Locala
Newgate Communications
(PR advisor to CBFI and Canyon Tel: 020 7680
Bridge) 6550
Simon Gentry/Alistair Kellie/Zoë
Pocock
Important notices
N M Rothschild & Sons Limited, which is authorised by the
FCA in the United Kingdom, is acting exclusively for Imagination
and no one else in connection with the Acquisition and will not be
responsible to anyone other than Imagination for providing the
protections afforded to its clients or for providing advice in
relation to the Acquisition or any other matters referred to in
this Announcement.
Jefferies International Limited, which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively
for Imagination and no one else in connection with the Acquisition
and will not be responsible to anyone other than Imagination for
providing the protections afforded to its clients or for providing
advice in relation to the Acquisition or any other matters referred
to in this Announcement.
Citigroup Global Markets Limited ("Citi"), which is authorised
by the Prudential Regulation Authority and regulated by the FCA and
the Prudential Regulation Authority in the United Kingdom, is
acting exclusively for CBFI and Canyon Bridge in connection with
the matters set out in this announcement and for no one else and
will not be responsible to anyone other than CBFI and Canyon Bridge
for providing the protections afforded to its clients or for
providing advice in relation to the Acquisition or any other
matters referred to in this Announcement.
Further information
This Announcement is for information purposes only 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 Imagination in any
jurisdiction in contravention of applicable law. The Acquisition
will be made solely by means of the Scheme Document or any document
by which the Acquisition is made, which contains the full terms and
conditions of the Acquisition.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
The release, publication or distribution of this Announcement in
certain jurisdictions may be restricted by law and/or regulation.
Persons who are not resident in the United Kingdom or who are
subject to the laws and regulations of other jurisdictions should
inform themselves of, and observe, any applicable requirements. Any
failure to comply with the applicable restrictions may constitute a
violation of the securities laws and/or regulations 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 rules of the London Stock
Exchange, the Listing Rules and the Takeover 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.
Unless otherwise determined by CBFI and Imagination or required
by the Takeover Code, and permitted by applicable law and
regulation, the Acquisition will not be and must not be made
available, directly or indirectly, in, into or from a jurisdiction
where to do so would violate the laws in that jurisdiction.
Accordingly, copies of this Announcement and all documents relating
to the Acquisition are not being, and must not be, directly or
indirectly, mailed, transmitted 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 this
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 such
jurisdictions where to do so would violate the laws in that
jurisdiction. Persons who are not resident in the United Kingdom
should inform themselves of, and observe, any applicable
requirements.
Further details in relation to Overseas Shareholders are
contained in the Scheme Document.
The Acquisition is subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange and the
FCA.
Additional Information for US Investors
The Acquisition relates to the shares of an English company and
is proposed to be effected by means of a scheme of arrangement
under the laws of England and Wales. Neither the proxy solicitation
rules nor the tender offer rules under the US Securities Exchange
Act of 1934, as amended, will apply to the Acquisition. Moreover,
the Acquisition is subject to the disclosure requirements and
practices applicable in the United Kingdom and under the Takeover
Code to schemes of arrangement, which differ from the disclosure
requirements of the US proxy solicitation rules and tender offer
rules. Financial information included in this Announcement has been
prepared, unless specifically stated otherwise, in accordance with
accounting standards applicable in the UK and thus may not be
comparable to the financial information of US companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the US.
The information contained in this Announcement has neither been
approved or disapproved by the US Securities and Exchange
Commission or any US state securities commission. Neither the US
Securities and Exchange Commission, nor any state securities
commission, has passed upon the fairness or merits of the proposal
described in, nor upon the accuracy or adequacy of the information
contained in, this Announcement.
It may be difficult for US holders of Imagination Shares to
enforce their rights and claims arising out of the US federal
securities laws, since CBFI and Imagination are located in
countries other than the United States, and some or all of their
officers and directors may be residents of countries other than the
United States. US holders of Imagination Shares 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 judgement.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its Scheme Shares pursuant to
the Scheme will likely be a taxable transaction for United States
federal income tax purposes and under applicable United States
state and local, as well as foreign and other, tax laws. Each
Imagination Shareholder is urged to consult his or her independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to him or her.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, CBFI or its nominees, or its
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Imagination Shares
outside of the US, other than pursuant to the Acquisition, until
the date on which the Acquisition 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 and will be available on the London Stock
Exchange website at www.londonstockexchange.com.
Forward looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by CBFI and
Imagination 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
CBFI and Imagination 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 include statements relating to the
expected effects of the Acquisition on CBFI and Imagination, the
expected timing and scope of the Acquisition and other statements
other than historical facts. All statements other than statements
of historical facts included in this Announcement may be forward
looking statements. Without limitation, any statements preceded or
followed by or that include the words "targets", "plans",
"believes", "expects", "aims", "intends", "will", "should",
"could", "would", "may", "anticipates", "estimates", "cost-saving",
"projects", "goal", "strategy", "budget", "forecast" or "might" or,
words or terms of similar substance or the negative thereof, are
forward looking statements.
Forward looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of CBFI's or
Imagination's operations resulting from the Acquisition; and (iii)
the effects of government regulation on CBFI's or Imagination's
business.
These forward looking statements are not guarantees of future
financial performance. Except as expressly provided in this
Announcement, they have not been reviewed by the auditors of CBFI
or Imagination or their respective financial advisers. Such forward
looking statements involve known and unknown risks and
uncertainties that could significantly affect expected results and
are based on certain key assumptions. Many factors could cause
actual results to differ materially from those projected or implied
in any forward looking statements. These factors include the
satisfaction of the Conditions, as well as additional factors, such
as: fluctuations in the capital markets; fluctuations in interest
and exchange rates; the occurrence of unforeseen disasters or
catastrophes; political or economic instability in principal
markets; adverse outcomes in litigation;
and general, local and global economic, political, business and
market conditions. 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 CBFI
nor Imagination, nor any of their respective 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
will actually occur. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward looking
statements. All subsequent oral or written forward looking
statements attributable to CBFI or Imagination or any of their
respective members, directors, officers or employees or any persons
acting on their behalf are expressly qualified in their entirety by
the cautionary statement above. CBFI and Imagination disclaim any
obligation to update or revise any forward looking or other
statements contained herein, whether as a result of new
information, future events, or otherwise, other than in accordance
with their legal and regulatory obligations.
This information is provided by RNS
The company news service from the London Stock Exchange
END
SOAEAKFAESLXFFF
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November 02, 2017 12:56 ET (16:56 GMT)
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