TIDMIND
RNS Number : 3738G
Motorola Solutions Intnl. Hldg.Ltd
17 March 2020
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 SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014
FOR IMMEDIATE RELEASE
17 March 2020
RECOMMED CASH ACQUISITION
of
IndigoVision Group plc ("IndigoVision")
by
Motorola Solutions International Holding Limited ("Bidco")
a wholly owned subsidiary of Motorola Solutions, Inc. ("Motorola
Solutions")
to be effected by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006
Summary
-- T he Boards of Motorola Solutions, Bidco and IndigoVision are
pleased to announce that they have reached agreement on the terms
of a recommended cash acquisition pursuant to which Bidco intends
to acquire the entire issued and to be issued share capital of
IndigoVision (the "Acquisition").
-- Under the terms of the Acquisition, each IndigoVision
Shareholder will be entitled to receive:
for each IndigoVision Share 405p in cash
-- The Acquisition values the entire issued and to be issued
share capital of IndigoVision at approximately GBP30.4 million
(approximately $37.2 million) and represents:
-- a premium of approximately 129 per cent. to the Closing Price
of 177.0 pence per IndigoVision Share on the Last Practicable
Date;
-- a premium of approximately 110 per cent. to the average
Closing Price per IndigoVision Share of 193.1 pence during the
three-month period ended on the Last Practicable Date; and
-- a premium of approximately 116 per cent. to the average
Closing Price per IndigoVision Share of 187.6 pence during the
12-month period ended on the Last Practicable Date.
-- Motorola Solutions, a leading global provider of mission
critical communications and analytics, has a strong presence in the
large and expanding area of video security. Motorola Solutions'
offerings include high-definition cameras, advanced video
analytics, network video management hardware and software and
access control solutions. Motorola Solutions believes that
IndigoVision's range of products, global presence and customer base
are highly complementary to Motorola Solutions' existing presence
in video security and therefore believes that the Acquisition will
provide Motorola Solutions with enhanced geographical reach across
a wider customer base.
-- The Consideration payable to IndigoVision Shareholders under
the terms of the Acquisition will be funded from the existing cash
resources of Motorola Solutions.
-- In light of the Acquisition, the IndigoVision Directors have
resolved that, conditional upon and with effect from the Effective
Date, the proposal for a final dividend of 2 pence per IndigoVision
Share, announced in IndigoVision's preliminary financial results
for the year ended 31 December 2019 released on 5 March 2020, is
cancelled and, assuming the Scheme becomes effective, will not be
paid.
-- If any dividend or other distribution or return of value is
proposed, declared, made, paid or becomes payable by IndigoVision
in respect of an IndigoVision Share on or after the date of this
Announcement and prior to the Effective Date, Motorola Solutions
and Bidco will have the right to reduce the value of the
consideration payable for each IndigoVision Share by up to the
amount per IndigoVision Share of such dividend, distribution or
return of value except where the IndigoVision Share is or will be
acquired pursuant to the Acquisition on a basis which entitles
Bidco to receive the dividend, distribution or return of value and
to retain it.
-- It is intended that the Acquisition will be implemented by
way of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act. Motorola Solutions and Bidco reserve the right
to elect, with the consent of the Panel, to implement the
Acquisition by way of a Takeover Offer as an alternative to the
Scheme.
Recommendation
-- The IndigoVision Directors, who have been so advised by N+1
Singer as to the financial terms of the Acquisition, consider the
terms of the Acquisition to be fair and reasonable. In providing
its advice to the IndigoVision Directors, N+1 Singer has taken into
account the commercial assessments of the IndigoVision Directors.
N+1 Singer is providing independent financial advice to the
IndigoVision Directors for the purposes of Rule 3 of the Code.
-- Accordingly, the IndigoVision Directors intend to unanimously
recommend that IndigoVision Shareholders vote or procure votes in
favour of the Scheme at the Court Meeting and the Resolution to be
proposed at the General Meeting, as the IndigoVision Directors have
irrevocably undertaken to do (or, if Motorola Solutions and Bidco,
with the consent of the Panel, exercise their right to implement
the Acquisition by way of a Takeover Offer, to accept such offer)
in respect of their own beneficial holdings of 254,989 IndigoVision
Shares (representing, in aggregate, approximately 3.5 per cent. of
the IndigoVision Shares in issue on the Last Practicable Date).
Irrevocable undertakings
-- Bidco has also received irrevocable undertakings from certain
other IndigoVision Shareholders to vote in favour of the Scheme at
the Court Meeting and the Resolution to be proposed at the General
Meeting (or, if Motorola Solutions and Bidco, with the consent of
the Panel, exercise their right to implement the Acquisition by way
of a Takeover Offer, to accept such offer), in respect of a total
of 4,147,212 IndigoVision Shares, representing approximately 56.5
per cent. of the IndigoVision Shares in issue on 16 March 2020
(being the Last Practicable Date).
-- In aggregate, therefore, irrevocable undertakings to vote in
favour of the Scheme at the Court Meeting and the Resolution to be
proposed at the General Meeting have been received in respect of a
total of 4,402,201 IndigoVision Shares, representing approximately
60.0 per cent. of the IndigoVision Shares in issue on 16 March 2020
(being the Last Practicable Date).
-- Further details of the irrevocable undertakings received by
Bidco are set out in Appendix III to this Announcement.
The Scheme process
-- It is intended that the Acquisition will be implemented by
way of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act. The purpose of the Scheme is to provide for
Bidco to become the owner of the entire issued and to be issued
share capital of IndigoVision. The Scheme will be put to
IndigoVision Shareholders at the Court Meeting and the Resolution
will be put to the IndigoVision Shareholders at the General
Meeting. In order to become effective, the Scheme must be approved
by a majority in number of IndigoVision Shareholders voting at the
Court Meeting, either in person or by proxy, representing at least
75 per cent. in value of the IndigoVision Shares voted. For the
Scheme to be implemented, the Resolution must also be approved by
IndigoVision Shareholders at the General Meeting representing at
least 75 per cent. of the votes cast at the General Meeting.
-- The Acquisition is subject to, inter alia, the Conditions and
certain further terms set on in Appendix I and to be set out in the
Scheme Document.
-- The Scheme Document will include further details about the
Acquisition, together with notices of the Court Meeting and General
Meeting, the expected timetable for the Acquisition and will
specify the action to be taken by IndigoVision Shareholders. The
Scheme Document, together with the Forms of Proxy, will be
published as soon as practicable and, in any event (save with the
consent of the Panel), within 28 days of this Announcement.
-- The timing of the implementation of the Acquisition will be
dependent on a number of factors including availability of the
Court. The Scheme is currently expected to become Effective by the
end of May 2020, subject to the satisfaction or, where applicable,
waiver of the Conditions.
Comments on the Acquisition
Commenting on the Acquisition, Pedro Vasco Simoes, Chief
Executive Officer of IndigoVision said:
"The access we will now have to Motorola Solutions' range of
innovative technologies will create new opportunities for
IndigoVision and enable us to bring an exciting proposition to the
market that allows us to further deliver on our goal of delivering
safety, security and business intelligence."
Commenting on the Acquisition, John Kedzierski, Senior Vice
President, Video Security Solutions, Motorola Solutions said:
"We share IndigoVision's commitment to providing
next-generation, end-to-end video security solutions that enhance
safety, security and efficiency. IndigoVision's end-to-end
offering, global presence and customer base will complement our
existing and growing presence in video security and analytics."
General
This summary should be read in conjunction with the full text of
the following announcement, including the Appendices. The
Conditions and certain further terms of the Acquisition are set out
in Appendix I to this Announcement. Appendix II contains bases and
sources of certain information contained within this Announcement.
Appendix III contains a summary of the irrevocable undertakings
received in relation to the Acquisition and Appendix IV contains
the definitions of certain terms used in this Announcement.
Enquiries:
Motorola Solutions/Bidco
Media Contacts; Brittany Kelly +1 224 246 3914
Investor Contacts: Tim Yocum +1 847 576 6899
finnCap (financial adviser to
Motorola Solutions/Bidco) +44 (0) 207 220 0500
Stuart Andrews / Marc Milmo
/ Kate Washington
IndigoVision Group plc +44 (0) 131 475 7200
Pedro Simoes / Chris Lea
N+1 Singer (Rule 3 adviser,
Nominated Adviser and Broker
to IndigoVision) +44 (0) 207 496 3000
Lauren Kettle / Ben Farrow /
Amanda Gray
Winston & Strawn LLP are retained as legal advisers to
Motorola Solutions and Bidco. Shepherd and Wedderburn LLP are
retained as legal advisers to IndigoVision.
Further information
finnCap Ltd, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for Motorola Solutions and
Bidco and no-one else in connection with the Acquisition and will
not be responsible to anyone other than Motorola Solutions and
Bidco for providing the protections afforded to clients of finnCap
nor for providing advice in relation to the Acquisition or any
other matter referred to in this Announcement.
N+1 Singer, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively as financial adviser and
nominated adviser to IndigoVision and no-one else in connection
with the Acquisition and will not be responsible to anyone other
than IndigoVision for providing the protections afforded to clients
of N+1 Singer nor for providing advice in connection with the
Acquisition or any other matter referred to in this
Announcement.
This Announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities
pursuant to the Acquisition or otherwise. The Acquisition will be
made solely by means of the Scheme which will contain the full
terms and conditions of the Acquisition, including details of how
to vote in respect of the Acquisition.
This Announcement has been prepared for the purposes of
complying with English law, Scots law, the Code and the AIM Rules
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 any jurisdiction outside the United
Kingdom.
This Announcement does not constitute a prospectus or prospectus
exempted document.
No person should construe the contents of this Announcement as
legal, financial or tax advice and any interested person should
consult its own adviser in connection with such matters.
Overseas shareholders
The release, publication or distribution of this Announcement in
certain jurisdictions other than the United Kingdom may be
restricted by law and the ability of IndigoVision Shareholders who
are not resident in the United Kingdom to participate in the
Acquisition may be restricted by the laws and/or regulations of
those jurisdictions. In particular, the ability of persons who are
not resident in the United Kingdom to vote their IndigoVision
Shares with respect to the Scheme at the Court Meeting or with
respect to the Resolution at the General Meeting, or to execute and
deliver Forms of Proxy appointing another to vote at the Court
Meeting and/or General Meeting on their behalf, may be affected by
the laws of the relevant jurisdictions in which they are located.
Therefore, any persons who are subject to the laws and regulations
of any jurisdiction other than the United Kingdom, or IndigoVision
Shareholders who are not resident in the United Kingdom, should
inform themselves of, and observe, any applicable requirements in
their jurisdiction. Any failure to comply with the applicable
requirements may constitute a violation of the 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.
Unless otherwise determined by Motorola Solutions and Bidco or
required by the Code, and permitted by applicable law and
regulation, the Acquisition will not be made available, directly or
indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may
vote in favour of the Acquisition by any such use, means,
instrumentality or from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the
laws of 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 or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and
persons receiving this Announcement and all 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.
Further details in relation to IndigoVision Shareholders in
overseas jurisdictions will be contained in the Scheme
Document.
US shareholders
IndigoVision Shareholders in the United States should note that
the Acquisition relates to the securities of a company organised
under the laws of Scotland and is proposed to be effected by means
of a scheme of arrangement under the Companies Act. This
Announcement, the Scheme Document and certain other documents
relating to the Acquisition have been or will be prepared in
accordance with Scots law, the Code and UK disclosure requirements,
format and style applicable to a scheme of arrangement, all of
which differ from those in the United States. 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. Accordingly, the Acquisition is subject to the
disclosure requirements of and practices applicable in the United
Kingdom under the Code to schemes of arrangement, which differ from
the disclosure requirements of the United States tender offer and
proxy solicitation rules. However, Motorola Solutions and Bidco
reserve the right to implement the Acquisition by means of a
Takeover Offer as an alternative to a scheme of arrangement.
The information contained in this Announcement has neither been
approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any other US regulatory authority, nor have such authorities passed
upon the fairness or merits of the proposal contained in this
Announcement or determined the adequacy or accuracy of the
information contained herein. Any representation to the contrary is
a criminal offence in the United States.
IndigoVision's financial statements, and all financial
information that is included in this Announcement or that may be
included in the Scheme Document, or any other documents relating to
the Acquisition, have been prepared in accordance with
International Financial Reporting Standards and may not be
comparable to financial statements of companies in the United
States or other companies whose financial statements are prepared
in accordance with US generally accepted accounting principles. US
generally accepted principals differ in certain respects from
International Financial Reporting Standards. None of the financial
information in this Announcement has been audited in accordance
with the auditing standards generally accepted in the US or the
auditing standards of the Public Company Accounting Oversight Board
of the US.
It may be difficult for US holders of IndigoVision Shares to
enforce their rights and any claims they may have arising under US
Federal securities laws in connection with the Acquisition, since
IndigoVision is organised under the laws of a country other than
the United States, and some or all of its officers and directors
may be residents of countries other than the United States, and
most of the assets of IndigoVision are located outside of the
United States. US holders of IndigoVision Shares may not be able to
sue a non-US company or its officers or directors in a non-US court
for violations of US Federal securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject
themselves to a US court's jurisdiction or judgment.
If Motorola Solutions and Bidco were to elect to implement the
Acquisition by means of a Takeover Offer, such Takeover Offer would
be made in compliance with applicable US securities laws and
regulations, including to the extent applicable, Section 14(e) of
the US Exchange Act and Regulation 14E thereunder, and in
accordance with the Code. Such a Takeover Offer would be made in
the United States by Bidco and no one else. Accordingly, the
Acquisition would be subject to disclosure and other procedural
requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments that are
different from those applicable under US domestic tender offer
procedures and law.
The receipt of cash pursuant to the Acquisition by an
IndigoVision Shareholder in the United States as consideration for
the transfer of its IndigoVision Shares pursuant to the Scheme will
likely be a taxable transaction for United States federal income
tax purposes and under any applicable United States state and local
income tax laws. Each IndigoVision Shareholder in the United States
is urged to consult its independent professional tax or legal
adviser immediately regarding the US federal, state and local
income and non-income tax consequences of the Acquisition
applicable to it, as well as any consequences arising under the
laws of any other taxing jurisdiction.
In accordance with normal UK practice and consistent with Rule
14e-5(b) under the US Exchange Act, Bidco, certain affiliated
companies and their nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, shares in
IndigoVision outside such a Takeover Offer during the period in
which such a Takeover Offer would remain open for acceptance. If
such purchases or arrangements to purchase were to be made, they
would occur outside the US either in the open market at prevailing
prices or in private transactions at negotiated prices and would
comply with applicable law, including to the extent applicable, the
US Exchange Act and the Code. Any information about such purchases
or arrangements to purchase will be disclosed as required in the
United Kingdom, will be reported to a Regulatory Information
Service of the London Stock Exchange and will be available on the
London Stock Exchange website at
http://www.londonstockexchange.com/prices-and-news/prices-news/home.htm
. This information will be publicly disclosed in the US to the
extent that such information is made public in the UK.
Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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) applies must be made by no later than
3.30 p.m. (London time) on the 10th Business Day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 p.m. (London time) 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 1% 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. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 p.m. (London time) 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.
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'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.
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.
Forward-looking statements
This Announcement contains certain statements in relation to
Motorola Solutions, Bidco and IndigoVision that are, or may be
deemed to be, "forward-looking statements" which are prospective in
nature. All statements other than statements of historical fact,
are or may be deemed to be, forward-looking statements.
Forward-looking statements are based on current expectations and
projections about future events and are therefore subject to known
and unknown risks and uncertainties which could cause actual
results, performance or events to differ materially from the future
results, performance or events expressed or implied by the
forward-looking statements. Often, but not always, forward-looking
statements can be identified by the use of forward-looking words
such as "plans", "expects", "is expected", "is subject to",
"budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates", "believes", "targets", "aims", "projects", "goal",
"objective", "outlook", "risks", "seeks" or words or terms of
similar substance or the negative thereof, as well as variations of
such words and phrases or statements that certain actions, events
or results "may", "could", "should", "would", "might", "probably"
or "will" be taken, occur or be achieved. Such statements are
qualified in their entirety by the inherent risks and uncertainties
surrounding future expectations.
Such forward-looking statements involve 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. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date of this Announcement.
Each of the Motorola Solutions, Bidco and IndigoVision and their
respective members, directors, officers, employees, advisers and
any person acting on behalf of one or more of them, expressly
disclaims any intention or obligation to update or revise any
forward-looking or other statements contained in this Announcement,
whether as a result of new information, future events or otherwise,
except as required by applicable law. Neither Motorola Solutions,
Bidco nor IndigoVision nor their respective members, directors,
officers or employees, advisers or any person acting on their
behalf, 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.
No forward-looking or other statements have been reviewed by the
auditors of Motorola Solutions, Bidco or IndigoVision. All
subsequent oral or written forward-looking statements attributable
to Motorola Solutions, Bidco or IndigoVision or their respective
members, directors, officers, advisers or employees or any person
acting on their behalf are expressly qualified in their entirety by
the cautionary statements above.
No profit forecasts
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share for Motorola Solutions or IndigoVision for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for
Motorola Solutions or IndigoVision.
Publication on website
Pursuant to Rule 26.1 of the Code, a copy of this Announcement
and other documents in connection with the Scheme will, subject to
certain restrictions, be available for inspection on www.Motorola
Solutions.com and www.IndigoVisionplc.com no later than 12 noon
(London time) on the Business Day following this Announcement. The
contents of the websites referred to in this Announcement are not
incorporated into, and do not form part of, this Announcement.
Requesting hard copy documents
If you have received this Announcement in electronic form or by
it being published on IndigoVision's website, you can obtain a hard
copy of this Announcement by contacting Computershare Investor
Services PLC at Corporate Actions Projects, Bristol, BS99 6AH or by
telephoning +44 (0)370 707 4040 or by e-mailing
IR@indigovision.com. You will not receive a hard copy of this
Announcement unless you so request. You may also inform
Computershare Investor Services PLC that you wish all future
documents, announcements and information in relation to the
Acquisition be sent to you in hard copy.
Electronic communications
Please be aware that addresses, electronic addresses and certain
other information provided by IndigoVision Shareholders, persons
with information rights and other relevant persons in connection
with the receipt of communications from IndigoVision may be
provided to Motorola Solutions or Bidco during the Offer Period as
required under Section 4 of Appendix 4 of the Code to comply with
Rule 2.11(c) of the Code.
Rounding
Certain figures in this Announcement have been subjected to
rounding adjustments. Accordingly, figures shown for the same
category presented in different tables may vary slightly and
figures shown in certain tables may not be an arithmetic
aggregation of the figures that precede them.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, IndigoVision confirms
that as at the date of this Announcement, it has in issue and
admitted to trading on AIM 7,337,940 ordinary shares of GBP0.01
each (excluding any Treasury Shares). The International Securities
Identification Number (ISIN) for IndigoVision Shares is
GB0032654534.
Part II
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 SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014
FOR IMMEDIATE RELEASE
17 March 2020
RECOMMED CASH ACQUISITION
of
IndigoVision Group plc ("IndigoVision")
by
Motorola Solutions International Holding Limited ("Bidco")
a wholly owned subsidiary of Motorola Solutions, Inc. ("Motorola
Solutions")
to be effected by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006
1. Introduction
T he Boards of Motorola Solutions, Bidco and IndigoVision are
pleased to announce that they have reached agreement on the terms
of a recommended cash acquisition pursuant to which Bidco intends
to acquire the entire issued and to be issued share capital of
IndigoVision. It is intended that the Acquisition will be
implemented by way of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act.
2. The Acquisition
Under the terms of the Acquisition, which will be subject to the
Conditions and further terms set out in Appendix I to this
Announcement and to be set out in the Scheme Document, IndigoVision
Shareholders shall be entitled to receive:
for each IndigoVision Share 405p in cash
The Acquisition values the entire issued and to be issued share
capital of IndigoVision at approximately GBP30.4 million
(approximately $37.2 million) and represents:
-- a premium of approximately 129 per cent. to the Closing Price
of 177.0 pence per IndigoVision Share on the Last Practicable
Date;
-- a premium of approximately 110 per cent. to the average
Closing Price per IndigoVision Share of 193.1 pence during the
three-month period ended on the Last Practicable Date; and
-- a premium of approximately 116 per cent. to the average
Closing Price per IndigoVision Share of 187.6 pence during the
12-month period ended on the Last Practicable Date.
3. Recommendation
The IndigoVision Directors, who have been so advised by N+1
Singer as to the financial terms of the Acquisition, consider the
terms of the Acquisition to be fair and reasonable and in the best
interests of IndigoVision and IndigoVision Shareholders as a whole.
In providing advice to the IndigoVision Directors, N+1 Singer has
taken into account the commercial assessments of the IndigoVision
Directors. N+1 Singer is providing independent financial advice to
the IndigoVision Directors for the purposes of Rule 3 of the
Code.
Accordingly, the directors of IndigoVision intend to unanimously
recommend that IndigoVision Shareholders vote or procure votes in
favour of the Scheme at the Court Meeting and the Resolution to be
proposed at the General Meeting, as the IndigoVision Directors have
irrevocably undertaken to do in respect of their own beneficial
holdings of 254,989 IndigoVision Shares, representing, in
aggregate, approximately 3.47 per cent. of the IndigoVision Shares
in issue as at the Last Practicable Date.
4. Background to and reasons for the Acquisition
Motorola Solutions believes that through its wide range of
mission-critical communications products it is a leader in driving
improvements in public safety and security as its technology
platforms help to make cities and businesses safer. Motorola
Solutions' solutions enable its commercial customers, federal and
local governments to communicate in everyday and extreme
situations.
Video can serve as a highly efficient system for monitoring a
given location whilst advanced video analytics can proactively
alert officials to potential breaches or suspicious activity. Video
cameras are deployed across airports, rail, streets and buildings
enabling commercial customers and government organisations to
capture, analyse and use the content in real time to help improve
security.
The acquisition of Avigilon in 2018 enabled Motorola Solutions
to position itself as a leader in video security. Motorola
Solutions' offerings include video analytics, network video
management software and hardware, video cameras and access control
solutions.
Through Motorola Solutions' position as a global leader in
mission critical communications and analytics, it is identifying
additional growth opportunities in its video security and command
centre software platforms. Motorola Solutions views drivers of
these growth opportunities as follows:
(a) video cross-selling opportunities where Motorola Solutions
has traditionally sold video into commercial verticals, it is now
seeking opportunities into the government and public safety
verticals;
(b) accelerating traction with command centre software suite sales; and
(c) a deeper penetration of service into existing land mobile
radio customers as communication networks become more complex,
software-centric and data-driven.
Motorola Solutions is actively pursuing these growth
opportunities, and it has in the last 12 months made go-to-market
investments in both video security and its command centre software
platforms with growth in mind. The acquisition of IndigoVision fits
perfectly into this strategy.
Motorola Solutions believes that IndigoVision's range of
products, global presence and customer base are highly
complementary to Motorola Solutions' existing presence in video
security. Additionally, Motorola Solutions believes that there are
excellent opportunities to replace current third-party manufactured
IndigoVision products with Motorola Solutions products. Motorola
Solutions believes that the acquisition of IndigoVision will
provide Motorola Solutions with enhanced geographical reach across
a wider customer base.
5. Background to and reasons for the IndigoVision Directors' recommendation
In recent years, IndigoVision has undertaken a significant
process of restructuring and repositioning the IndigoVision Group
for improved financial and operational performance and for growth.
This began in 2018 with the restructure of IndigoVision's global
sales team and expansion of its sales channel, targeting of markets
with the potential to drive increased revenue and building
long-lasting partnerships with end-users and system integrators.
The goal for 2019, as recently reported, was to improve customer
experience and drive efficiency in product development as well as a
focus on seeking to accelerate new product introductions in both
software and hardware categories.
These structural changes and strategic progress drove a year of
solid financial delivery in FY19, with IndigoVision reporting an
improvement in revenue to $50.2 million (2018: $46.0 million) and a
move into profitability for the first time in several years, with
adjusted EBITDA of $3.3 million (2018: $0.3 million) and reported
profit before tax of $1.3 million (2018: loss before tax of $0.6
million). In 2019, IndigoVision also completed its first ever
acquisition, of AgoraSys SA, a Portuguese spinout from the
University of Lisbon, a provider of a unified "command and control"
software platform that integrates different security systems from
multiple vendors, including IndigoVision's Control Center video
management software.
Moving forward, the IndigoVision Group's stated strategy is to
become a provider of next generation end-to-end video security
management solutions that deliver safety, security and business
intelligence, providing an elegant, effective and dynamic solution
for its customers. The IndigoVision Directors believe that the
Acquisition will provide the IndigoVision Group with the support
and resources to accelerate its strategy whilst also providing
access to Motorola Solutions' range of innovative technologies and
technical expertise to advance the IndigoVision Group's software
development. The IndigoVision Directors also consider that the
Acquisition will provide IndigoVision with improved access to the
US market in a way that would not otherwise have been available to
it as an independent business.
In considering the merits of the Acquisition, the IndigoVision
Directors have also taken into account the following factors:
- Although the IndigoVision Directors are particularly
encouraged by the turnaround in financial performance, as
demonstrated in IndigoVision's results for the year ended 31
December 2019, driven by operational enhancements, improved
execution and cost control, there remains execution risk for
IndigoVision in pursuing an independent strategy;
- The IndigoVision Directors note Motorola Solutions' commitment
to employee retention and investment in Motorola Solutions' video
offering, as enlarged by IndigoVision's product portfolio, coupled
with the added benefit of access to substantial resource that comes
with being part of a much larger global enterprise, particularly
Motorola Solutions' sales and marketing and support functions;
- Through the Acquisition, it is intended that IndigoVision will
introduce Motorola Solutions' hardware and software to
IndigoVision's product portfolio providing a broader product
offering to IndigoVision's existing customers;
- Although IndigoVision has made progress in recent years in
limiting its exposure to China as it sought to diversify its
supplier base, China remains a key part of IndigoVision's supply
chain. This exposure presents risks associated in the short-term
with the COVID-19 pandemic currently affecting the region and, in
the longer-term, with international trade and tariffs, particularly
in the USA, a key region for IndigoVision as it expands, in light
of the recently introduced National Defence Authorization Act
("NDAA"). The NDAA prohibits certain Chinese manufacturers from
supplying goods, directly or otherwise, to US government
organisations and while IndigoVision has been able to find a
compromise solution, the expectation is that this legislation will
become more prohibitive and wider in scope as it develops. As part
of the Acquisition, it is intended that IndigoVision would utilise
Motorola Solutions' supply chain, significantly reducing supply
chain risk and serving to support IndigoVision's US operations;
- Trading in the IndigoVision Shares is relatively thin, with an
average daily volume over the 12 months to 31 December 2019 of less
than 6,000 IndigoVision Shares and as such, IndigoVision's share
price is relatively volatile. Furthermore, the IndigoVision
Directors do not consider that IndigoVision's current share price
reflects IndigoVision's improved trading performance or its
significant strategic opportunity. As a result, the IndigoVision
Directors do not consider that IndigoVision is able to use its AIM
admission to its full advantage, and consider that the ongoing
administrative costs of maintaining such admission are
disproportionate to its benefits; and
- The Acquisition value provides an opportunity for IndigoVision
Shareholders to realise their investment for cash at a price that
represents an attractive premium of 129 per cent over the Closing
Price of 177 pence per IndigoVision Share on the Last Practicable
Date.
Accordingly, taking into account the factors outlined above, the
IndigoVision Directors believe that IndigoVision Shareholders
should have the opportunity to realise in full and in cash their
investment in IndigoVision on the attractive terms proposed by
Motorola Solutions.
6. Irrevocable undertakings
As well as the irrevocable undertakings received from the
IndigoVision Directors in respect of 254,989 IndigoVision Shares,
representing in aggregate approximately 3.5 per cent. of
IndigoVision Shares in issue as at the Last Practicable Date, Bidco
has also received irrevocable undertakings to vote in favour of the
Scheme at the Court Meeting and the Resolution to be proposed at
the General Meeting (or, if Motorola Solutions and Bidco
exercise,with the consent of the Panel, their right to implement
the Acquisition by way of a Takeover Offer, to accept such offer)
from certain other IndigoVision Shareholders amounting, in
aggregate, to 4,147,212 IndigoVision Shares (representing, in
aggregate, approximately 56.5 per cent. of the IndigoVision Shares
in issue on the Last Practicable Date).
Therefore, in aggregate Bidco has received irrevocable
undertakings in respect of 4,402,201 IndigoVision Shares
(representing, in aggregate, approximately 60.0 per cent. of the
IndigoVision Shares in issue on the Last Practicable Date).
Further details of the irrevocable undertakings received by
Bidco, including the conditions attached to these irrevocable
undertakings, are set out in Appendix III to this Announcement.
7. Information relating to Motorola Solutions
Motorola Solutions is a leading global provider of
mission-critical communications and analytics. Its products and
services help government, public safety and commercial customers
improve their operations through increased effectiveness,
efficiency, and safety of their mobile workforces.
Motorola Solutions conducts business in over 100 countries
globally and operates through two segments: Products and Systems
Integration and Software and Services.
Products and Systems Integration: The Products and Systems
Integration segment offers an extensive portfolio of devices,
including land mobile radio handsets, infrastructure and
accessories, as well as video security devices and infrastructure.
The segment also includes the implementation and integration of
such systems, devices and applications. The primary customers of
the Products and Systems Integration segment are government, public
safety and first-responder agencies, and municipalities, as well as
commercial and industrial customers who use private radio networks
and video security in the course of their operations.
Software and Services: The Software and Services segment
provides a broad range of solution offerings for government, public
safety and commercial customers. Software includes a public safety
and enterprise command centre software suite, unified
communications applications, and video software solutions,
delivered both on-premise and "as a service." Services includes a
continuum of service offerings beginning with repair, technical
support and maintenance. More advanced offerings include
monitoring, software updates and cybersecurity services. Managed
services range from partial to full operation of customer or
Motorola Solutions-owned networks.
8. Information relating to IndigoVision
IndigoVision is a developer and manufacturer of complete,
end-to-end video security and surveillance networks, complemented
by its offering of data management and video analytics software and
serving a range of end-users through a global network of over 1,000
authorised systems integrators and distributors. IndigoVision's
product suite includes video management software, cameras,
encoders, storage devices and integration to security and
operational systems, and it supplies systems ranging in size from
small camera configurations to large scale, complex security
installations.
IndigoVision's distributed network architecture provides
resilience and efficiency while also removing the risk of a single
point of failure. IndigoVision offers end-to-end network solutions
while also providing hardware products and software that are open
and easily integrated with third party systems or networks. The
IndigoVision Group serves a range of customers, from small to
medium sized enterprises to large and multinational corporations on
a global basis, being particularly well known in the enterprise
markets of airports, safe cities, banks, casinos and retail.
The IndigoVision Directors have a keen focus on technological
innovation, and IndigoVision regularly introduces new products to
market to maintain its competitive position. IndigoVision operates
a dual development strategy of in-house software development and
the use of technology partners. The recent acquisition by
IndigoVision of AgoraSys SA added an innovative software solution
which provides business processes, procedures and auditing tools
allowing IndigoVision customers to audit and analyse their entire
operation online.
The IndigoVision Group operates four regional sales and support
teams, with 160 employees in 24 countries.
9. Management, employees and locations of the IndigoVision Group
Employees and employment rights
Motorola Solutions attaches great importance to the skills,
expertise and experience of the existing management and employees
of IndigoVision and believes that they will be an important factor
in maximising the opportunities and benefits the Acquisition will
create for Motorola Solutions.
Motorola Solutions has been granted access only to
IndigoVision's senior management in order to conduct due diligence
on IndigoVision, which is typical of a transaction of this nature.
Motorola Solutions believes that a more detailed evaluation of the
commercial and operational integration of IndigoVision within
Motorola Solutions is necessary following completion of the
Acquisition and expects to have concluded this exercise, in
conjunction with IndigoVision's employees, within 12 months of the
Acquisition completing.
One of Motorola Solutions' growth strategies is to invest in its
video security offering, which will include IndigoVision following
completion of the Acquisition. However, as part of the integration
of IndigoVision within Motorola Solutions, Motorola Solutions
recognises that this evaluation may lead to proposals to change
certain job responsibilities in scope and nature, as the
IndigoVision Group transitions from being a stand-alone public
company to subsidiaries of a larger multi-national company. Should
there be any headcount reduction, these are not expected to be
material in the context of IndigoVision's overall number of
employees. Motorola Solutions continues to monitor the impact of
the COVID-19 pandemic closely and is mindful that, should the wider
economic environment in which IndigoVision operates deteriorate
materially, urgent mitigating actions may be necessary and that
these actions may include the possibility of more material
headcount reductions than is currently envisaged.
Motorola Solutions plans to fully observe, following the
Effective Date, the contractual and statutory employment rights,
including in relation to pensions, of all IndigoVision employees.
Motorola Solutions does not intend to make any material changes to
the conditions of employment, balance of skills or functions of the
employees of IndigoVision or its subsidiaries, other than to ensure
the conditions of employment remain competitive, efficiently
deliver value for Motorola Solutions and are broadly consistent
with comparable conditions of employment, including pension
entitlements, enjoyed by Motorola Solutions employees. IndigoVision
does not have a defined benefit pension scheme.
On or shortly after the date the Scheme becomes Effective, it is
proposed that all the Non-Executive Directors will resign from the
board of IndigoVision. It is expected that Pedro Simoes and Chris
Lea, the executive directors of IndigoVision, will retain a role
within Motorola Solutions post completion of the Acquisition.
Motorola Solutions has not entered into, nor is it in discussions
on any proposals to enter into, any form of incentivisation
arrangements with IndigoVision's management. Following the
Acquisition becoming or being declared wholly unconditional,
Motorola Solutions may put in place incentive arrangements for
certain members of the IndigoVision management team.
Headquarters, locations and research and development
Following implementation of the Acquisition, and as part of the
evaluation process set out above, Motorola Solutions intends to
undertake a detailed review of the fixed assets and locations of
IndigoVision and its subsidiaries and businesses and the research
and development function of IndigoVision. It is expected that this
process to evaluate IndigoVision's fixed assets and locations
should be concluded within six months of the Acquisition
completing. This evaluation will consider, recognising the existing
global footprint of Motorola Solutions, the merits of consolidating
some of IndigoVision's international offices into Motorola
Solutions' existing locations in the same city. This would cover
IndigoVision's offices in London, Lisbon and Sao Paulo. Similarly,
Motorola Solutions intends to assess the benefits of potentially
bringing together the locations and expertise of the respective
development teams of Motorola Solutions and IndigoVision. However,
Motorola Solutions has no intention to move IndigoVision's
headquarters offices and headquarters functions out of Edinburgh,
Scotland.
Motorola Solutions believes that IndigoVision's range of
products, global presence and customer base are highly
complementary to Motorola Solutions' existing presence in video
security. As a result, Motorola Solutions intends to explore
opportunities to replace current third-party manufactured
IndigoVision products with Motorola Solutions products.
Other than as described above, the Acquisition is not
anticipated to have any impact on the business, employees or
management of Motorola Solutions or Bidco.
No statements in this paragraph 9 constitute "post-offer
undertakings" for the purposes of Rule 19.5 of the Code.
Response from the IndigoVision Directors
The IndigoVision Directors note and are encouraged by Motorola
Solutions' commitment to continued investment in its video security
offering, of which IndigoVision will form a part following
completion of the Acquisition. The IndigoVision Directors are also
encouraged by the recognition by Motorola Solutions of the
expertise and skills within IndigoVision's management and employees
that are an important factor for Motorola Solutions as it seeks to
maximise the opportunities and benefits emanating from the
Acquisition.
Also acknowledging the potential for geographical consolidation,
particularly in the respective research and development functions,
the IndigoVision Directors are encouraged by the enhanced resources
achieved through, and potential opportunities presented by,
becoming part of Motorola Solutions. The IndigoVision Directors
consider this particularly relevant given the combined software
engineering capabilities within Motorola Solutions and
IndigoVision, given that a key part of the IndigoVision Group's
'IndigoVision 2020' strategy was the development of pathways to
innovative technologies to enrich its end-to-end security
solutions.
10. Financing
The Consideration payable to IndigoVision Shareholders under the
terms of the Acquisition will be funded from the existing cash
resources of Motorola Solutions .
In accordance with Rule 2.7(d) of the Code, finnCap, as sole
financial adviser to Motorola Solutions and Bidco, is satisfied
that sufficient cash resources are available to satisfy in full the
Consideration payable to IndigoVision Shareholders under the terms
of the Acquisition.
11. Acquisition-related arrangements
Motorola Solutions and IndigoVision entered into a
non-disclosure agreement on 26 November 2019, pursuant to which
Motorola Solutions has undertaken, on behalf of the Motorola
Solutions Group, to keep confidential information relating to the
IndigoVision Group confidential and not to disclose it to third
parties (other than permitted recipients) unless required by
applicable law or regulation. These confidentiality obligations
remain in force until, inter alia, completion of the Acquisition.
Motorola Solutions has also agreed to, on behalf of the Motorola
Solutions Group, certain standstill obligations, all of which
ceased to apply upon release of this Announcement.
12. Structure of and Conditions to the Acquisition
It is intended that the Acquisition will be effected by a
Court-sanctioned scheme of arrangement between IndigoVision and the
IndigoVision Shareholders under Part 26 of the Companies Act.
Motorola Solutions and Bidco reserve the right to elect to
implement the Acquisition by way of a Takeover Offer (with the
consent of the Panel) as described in further detail in paragraph
19 below.
The purpose of the Scheme is to enable Bidco to become the owner
of the whole of the issued and to be issued share capital of
IndigoVision. Under the Scheme, the IndigoVision Shares will be
transferred to Bidco in consideration for which the IndigoVision
Shareholders will receive the Consideration on the basis set out in
paragraph 2 of this Announcement. The Scheme will be subject to the
Conditions and further terms referred to in Appendix I to this
Announcement and to be set out in the Scheme Document. The
Acquisition will lapse if the Scheme does not become Effective by
the Long Stop Date.
The Acquisition shall be subject to the Conditions and further
terms set out below and in Appendix I to this Announcement and to
be set out in the Scheme Document and shall only become Effective,
if, among other things, the following events occur on or before the
Long Stop Date or such later date as may be agreed by Motorola
Solutions, Bidco and IndigoVision (with the Panel's consent and as
the Court may approve (if such approval(s) are required)):
(a) the approval of the Scheme by a majority in number of the
IndigoVision Shareholders who are present and vote, whether in
person or by proxy, at the Court Meeting and who represent 75 per
cent. in value of the IndigoVision Shares voted by those
IndigoVision Shareholders;
(b) the special resolution required to approve and implement the
Scheme being duly passed by IndigoVision Shareholders representing
the requisite majority of votes cast at the General Meeting (or any
adjournment thereof);
(c) the approval and sanction of the Scheme by the Court (with
or without modification but subject to any modification being on
terms acceptable to Motorola Solutions, Bidco and IndigoVision);
and
(d) the delivery of a copy of the Scheme Court Order to the Registrar of Companies.
The Acquisition will lapse if, amongst other things:
(a) the approval of the requisite majority of IndigoVision
Shareholders at the Court Meeting is not obtained on or before the
22nd day after the expected date of the Court Meeting to be set out
in the Scheme Document (or such later date, if any, as Motorola
Solutions, Bidco and IndigoVision may agree and the Court may
allow);
(b) the approval of the requisite majority of IndigoVision
Shareholders to pass the Resolution to be proposed at the General
Meeting is not obtained on or before the 22nd day after the
expected date of the General Meeting to be set out in the Scheme
Document (or such later date, if any, as Motorola Solutions, Bidco
and IndigoVision may agree and the Court may allow); or
(c) the sanction of the Scheme by the Court (without
modification or with modification on terms acceptable to Motorola
Solutions, Bidco and IndigoVision) and the delivery of a copy of
the Scheme Court Order to the Registrar of Companies does not take
place by the Long Stop Date.
Subject to satisfaction (or waiver, where applicable) of the
Conditions, the Scheme is expected to become Effective by the end
of May 2020. Upon the Scheme becoming Effective, it shall be
binding on all IndigoVision Shareholders, irrespective of whether
or not they attended or voted at the Court Meeting or the General
Meeting.
Further details of the Scheme shall be included in the Scheme
Document. It is expected that the Scheme Document, containing
further information about the Acquisition and notices of the Court
Meeting and the General Meeting, shall be sent to IndigoVision
Shareholders within 28 days of this Announcement. The Scheme
Document and Forms of Proxy will be made available to all
IndigoVision Shareholders at no charge to them.
Once the necessary approvals have been obtained at the Court
Meeting and General Meeting, and the other Conditions have been
satisfied or (where applicable) waived (save for the Conditions set
out at paragraphs 1 and 2 of Part A of Appendix I to this
Announcement), in order for the Scheme to be capable of becoming
Effective, it must be sanctioned by the Court at the Scheme Court
Hearing.
The Scheme will only become Effective once a copy of the Scheme
Court Order is delivered to the Registrar of Companies. The
Consideration payable to IndigoVision Shareholders will be
dispatched no later than 14 days after the Effective Date. Upon the
Scheme becoming Effective, certificates in respect of IndigoVision
Shares will cease to be valid and entitlements to IndigoVision
Shares held within the CREST system, or any other analogous system,
will be cancelled.
13. Dividends
In light of the Acquisition, the IndigoVision Directors have
resolved that, conditional upon and with effect from the Effective
Date, the proposed final dividend of 2 pence per IndigoVision
Share, announced at the time of IndigoVision's preliminary
financial results for the year ended 31 December 2019 released on 5
March 2020, is cancelled and, assuming the Scheme becomes
effective, will not be paid.
If any dividend or other distribution or return of value is
proposed, declared, made, paid or becomes payable by IndigoVision
in respect of an IndigoVision Share on or after the date of this
Announcement and prior to the Effective Date, Motorola Solutions
and Bidco will have the right to reduce the value of the
consideration payable for each IndigoVision Share by up to the
amount per IndigoVision Share of such dividend, distribution or
return of value except where the IndigoVision Share is or will be
acquired pursuant to the Acquisition on a basis which entitles
Bidco to receive the dividend, distribution or return of value and
to retain it.
If any such dividend, distribution or return of value is paid or
made after the date of this Announcement and Motorola Solutions and
Bidco exercise their rights described above, any reference in this
Announcement to the consideration payable under the Acquisition
shall be deemed to be a reference to the consideration as so
reduced. Any exercise by Motorola Solutions and Bidco of their
rights referred to in this paragraph shall be the subject of an
announcement and, for the avoidance of doubt, shall not be regarded
as constituting any revision or variation of the terms of the
Acquisition.
14. IndigoVision Share Plans
Appropriate proposals in accordance with Rule 15 of the Code
will be made to holders of options or other awards over shares in
IndigoVision. Details of these proposals will be set out in the
Scheme Document and in separate letters to be sent to participants
in the IndigoVision Share Plans.
15. Executive Incentive Plan
On 13 August 2019, the remuneration committee of the
IndigoVision Group formalised an incentive plan for certain
executives of IndigoVision that would become effective only in the
event that IndigoVision is acquired for more than 275 pence per
IndigoVision Share prior to 31 December 2020 (the "Incentive
Plan"). The Incentive Plan entitles the executives, being Pedro
Simoes and Chris Lea (the "Executives"), to share in a cash award
up to a maximum of 10 per cent. of the increase in value created
for IndigoVision Shareholders above a share price of 143 pence per
IndigoVision Share (being the prevailing market price at the time
the terms of the Incentive Plan were agreed in principle).
Subject to the Scheme becoming effective, the Executives will
share a sum equivalent to 6.6 per cent. of the increase in value
implied by the Consideration received by IndigoVision Shareholders
pursuant to the Acquisition (the "Cash Award"). The Cash Award to
be paid to the Executives will be reduced by any and all value
realised by the Executives pursuant to the Rule 15 proposals to be
made by Motorola Solutions in respect of IndigoVision's 2008 and
2018 Long Term Incentive Plans.
16. Disclosure of interests in IndigoVision Shares
As at close of business on the Last Practicable Date, save for
the irrevocable undertakings referred to in paragraph 6 above,
neither Motorola Solutions nor Bidco nor any of their respective
directors or members (as applicable), nor, so far as Bidco and the
directors of Bidco are aware, any person acting, or deemed to be
acting, in concert with Motorola Solutions or Bidco for the purpose
of the Acquisition has:
(a) any interest, or right to subscribe for, any relevant securities of IndigoVision;
(b) any short positions in respect of any securities of
IndigoVision (whether conditional or absolute and whether in the
money or otherwise), including any short position under a
derivative, any agreement to sell or any delivery obligation or
right to require another person to purchase or take delivery of,
relevant securities of IndigoVision; or
(c) borrowed or lent any relevant IndigoVision securities (save
for any borrowed relevant securities which have either been on-lent
or sold).
Furthermore, save for the irrevocable undertakings described in
paragraph 6 above, no arrangement exists between Motorola
Solutions, Bidco or IndigoVision, or a person acting in concert
with Motorola Solutions, Bidco or IndigoVision, in relation to
IndigoVision Shares. For these purposes, an "arrangement" includes
any indemnity or option arrangement, any agreement or any
understanding, formal or informal, of whatever nature, relating to
IndigoVision Shares which may be an inducement to deal or refrain
from dealing in such securities.
17. Overseas shareholders
The availability of the Acquisition and the distribution of this
Announcement to IndigoVision Shareholders who are not resident in
the UK may be affected by the laws of the relevant jurisdiction in
which they are located. Such persons should inform themselves of,
and observe, any applicable legal or regulatory requirements of
their jurisdiction. IndigoVision Shareholders who are in any doubt
regarding such matters should consult an appropriate independent
professional adviser in the relevant jurisdiction without
delay.
18. De-listing and re-registration
Prior to the Effective Date, IndigoVision will make an
application to the London Stock Exchange for the cancellation of
the admission to trading on AIM of the IndigoVision Shares to take
effect on or shortly after the Effective Date. It is intended that
dealings in IndigoVision Shares will be suspended at 5.00 p.m.
(London time) on the Business Day prior to the Effective Date.
Shortly after the Effective Date and the cancellation of the
admission to trading on AIM of the IndigoVision Shares, it is
intended that IndigoVision will be re-registered as a private
limited company pursuant to the relevant provisions of the
Companies Act.
19. General
Motorola Solutions and Bidco reserve the right, subject to the
prior consent of the Panel, to elect to implement the Acquisition
by way of a Takeover Offer, as an alternative to the Scheme. In
such an event, such offer will be implemented on the same terms
(subject to appropriate amendments described in Part 2 of Appendix
I to this Announcement), so far as applicable, as those which would
apply to the Scheme.
If the Acquisition is effected by way of a Takeover Offer and
such offer becomes or is declared unconditional in all respects and
sufficient acceptances are received, Motorola Solutions and Bidco
intend to exercise their rights to apply the provisions of Chapter
3 of Part 28 of the Companies Act to acquire compulsorily the
remaining IndigoVision Shares in respect of which the Takeover
Offer has not been accepted.
Investors should be aware that Bidco may purchase IndigoVision
Shares otherwise than under any Takeover Offer or scheme of
arrangement relating to the Acquisition, such as privately
negotiated purchases.
The availability of any such Takeover Offer to persons not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions. Such persons should inform themselves about
and observe any applicable requirements.
This Announcement does not constitute an offer for sale of any
securities or an offer or an invitation to purchase any securities.
IndigoVision Shareholders are advised to read carefully the Scheme
Document and related Forms of Proxy once these have been despatched
.
finnCap Ltd and N+1 Singer have each given and not withdrawn
their written consent to the publication of this Announcement with
the inclusion herein of the references to their names in the form
and context in which they appear.
The Conditions and certain further terms of the Acquisition are
set out in Appendix I to this Announcement. Appendix II contains
bases and sources of certain information contained within this
Announcement. Appendix III provides additional detail regarding the
irrevocable undertakings received from the IndigoVision Directors
and certain other IndigoVision Shareholders. Appendix IV contains
the definitions of certain terms used in this Announcement.
20. Documents on display
Copies of this Announcement and the following documents will, by
no later than 12 noon on the Business Day following the date of
this Announcement, be made available on Motorola Solutions' website
at www.Motorolasolutions.com and on IndigoVision's website at
www.Indigovision.com until the Scheme becomes effective:
-- the irrevocable undertakings referred to in paragraph 6 above
and described in Appendix III to this Announcement;
-- the Confidentiality Agreement referred to in paragraph 11 above; and
-- the written consents referred to in paragraph 19 above.
The content of the website referred to in this Announcement is
not incorporated into, and does not form part of, this
Announcement.
Enquiries:
Motorola Solutions/Bidco
Media Contacts: Brittany Kelly +1 224 246 3914
Investor Contacts: Tim Yocum +1 847 576 6899
finnCap (financial adviser to
Motorola Solutions/Bidco) +44 (0) 207 220 0500
Stuart Andrews / Marc Milmo
/ Kate Washington
IndigoVision Group plc +44 (0) 131 475 7200
Pedro Simoes / Chris Lea
N+1 Singer (Rule 3 adviser,
Nominated Adviser and Broker
to IndigoVision) +44 (0) 207 496 3000
Lauren Kettle / Ben Farrow /
Amanda Gray
Winston & Strawn LLP are retained as legal advisers to
Motorola Solutions and Bidco. Shepherd and Wedderburn LLP are
retained as legal advisers to IndigoVision.
Further information
finnCap Ltd, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for Motorola Solutions and
Bidco and no-one else in connection with the Acquisition and will
not be responsible to anyone other than Motorola Solutions and
Bidco for providing the protections afforded to clients of finnCap
nor for providing advice in relation to the Acquisition or any
other matter referred to in this Announcement.
N+1 Singer, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively as financial adviser and
nominated adviser to IndigoVision and no-one else in connection
with the Acquisition and will not be responsible to anyone other
than IndigoVision for providing the protections afforded to clients
of N+1 Singer nor for providing advice in connection with the
Acquisition or any other matter referred to in this
Announcement.
This Announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities
pursuant to the Acquisition or otherwise. The Acquisition will be
made solely by means of the Scheme which will contain the full
terms and conditions of the Acquisition, including details of how
to vote in respect of the Acquisition.
This Announcement has been prepared for the purposes of
complying with English law, Scots law, the Code and the AIM Rules
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 any jurisdiction outside the United
Kingdom.
This Announcement does not constitute a prospectus or prospectus
exempted document.
No person should construe the contents of this Announcement as
legal, financial or tax advice and any interested person should
consult its own adviser in connection with such matters.
Overseas shareholders
The release, publication or distribution of this Announcement in
certain jurisdictions other than the United Kingdom may be
restricted by law and the ability of IndigoVision Shareholders who
are not resident in the United Kingdom to participate in the
Acquisition may be restricted by the laws and/or regulations of
those jurisdictions. In particular, the ability of persons who are
not resident in the United Kingdom to vote their IndigoVision
Shares with respect to the Scheme at the Court Meeting or with
respect to the Resolution at the General Meeting, or to execute and
deliver Forms of Proxy appointing another to vote at the Court
Meeting and/or General Meeting on their behalf, may be affected by
the laws of the relevant jurisdictions in which they are located.
Therefore, any persons who are subject to the laws and regulations
of any jurisdiction other than the United Kingdom, or IndigoVision
Shareholders who are not resident in the United Kingdom, should
inform themselves of, and observe, any applicable requirements in
their jurisdiction. Any failure to comply with the applicable
requirements may constitute a violation of the 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.
Unless otherwise determined by Motorola Solutions and Bidco or
required by the Code, and permitted by applicable law and
regulation, the Acquisition will not be made available, directly or
indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may
vote in favour of the Acquisition by any such use, means,
instrumentality or from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the
laws of 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 or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and
persons receiving this Announcement and all 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.
Further details in relation to IndigoVision Shareholders in
overseas jurisdictions will be contained in the Scheme
Document.
US shareholders
IndigoVision Shareholders in the United States should note that
the Acquisition relates to the securities of a company organised
under the laws of Scotland and is proposed to be effected by means
of a scheme of arrangement under the Companies Act. This
Announcement, the Scheme Document and certain other documents
relating to the Acquisition have been or will be prepared in
accordance with Scots law, the Code and UK disclosure requirements,
format and style applicable to a scheme of arrangement, all of
which differ from those in the United States. 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. Accordingly, the Acquisition is subject to the
disclosure requirements of and practices applicable in the United
Kingdom under the Code to schemes of arrangement, which differ from
the disclosure requirements of the United States tender offer and
proxy solicitation rules. However, Motorola Solutions and Bidco
reserve the right to implement the Acquisition by means of a
Takeover Offer as an alternative to a scheme of arrangement.
The information contained in this Announcement has neither been
approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any other US regulatory authority, nor have such authorities passed
upon the fairness or merits of the proposal contained in this
Announcement or determined the adequacy or accuracy of the
information contained herein. Any representation to the contrary is
a criminal offence in the United States.
IndigoVision's financial statements, and all financial
information that is included in this Announcement or that may be
included in the Scheme Document, or any other documents relating to
the Acquisition, have been prepared in accordance with
International Financial Reporting Standards and may not be
comparable to financial statements of companies in the United
States or other companies whose financial statements are prepared
in accordance with US generally accepted accounting principles. US
generally accepted principals differ in certain respects from
International Financial Reporting Standards. None of the financial
information in this Announcement has been audited in accordance
with the auditing standards generally accepted in the US or the
auditing standards of the Public Company Accounting Oversight Board
of the US.
It may be difficult for US holders of IndigoVision Shares to
enforce their rights and any claims they may have arising under US
Federal securities laws in connection with the Acquisition, since
IndigoVision is organised under the laws of a country other than
the United States, and some or all of its officers and directors
may be residents of countries other than the United States, and
most of the assets of IndigoVision are located outside of the
United States. US holders of IndigoVision Shares may not be able to
sue a non-US company or its officers or directors in a non-US court
for violations of US Federal securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject
themselves to a US court's jurisdiction or judgment.
If Motorola Solutions and Bidco were to elect to implement the
Acquisition by means of a Takeover Offer, such Takeover Offer would
be made in compliance with applicable US securities laws and
regulations, including to the extent applicable, Section 14(e) of
the US Exchange Act and Regulation 14E thereunder, and in
accordance with the Code. Such a Takeover Offer would be made in
the United States by Bidco and no one else. Accordingly, the
Acquisition would be subject to disclosure and other procedural
requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments that are
different from those applicable under US domestic tender offer
procedures and law.
The receipt of cash pursuant to the Acquisition by an
IndigoVision Shareholder in the United States as consideration for
the transfer of its IndigoVision Shares pursuant to the Scheme will
likely be a taxable transaction for United States federal income
tax purposes and under any applicable United States state and local
income tax laws. Each IndigoVision Shareholder in the United States
is urged to consult its independent professional tax or legal
adviser immediately regarding the US federal, state and local
income and non-income tax consequences of the Acquisition
applicable to it, as well as any consequences arising under the
laws of any other taxing jurisdiction.
In accordance with normal UK practice and consistent with Rule
14e-5(b) under the US Exchange Act, Bidco, certain affiliated
companies and their nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, shares in
IndigoVision outside such a Takeover Offer during the period in
which such a Takeover Offer would remain open for acceptance. If
such purchases or arrangements to purchase were to be made, they
would occur outside the US either in the open market at prevailing
prices or in private transactions at negotiated prices and would
comply with applicable law, including to the extent applicable, the
US Exchange Act and the Code. Any information about such purchases
or arrangements to purchase will be disclosed as required in the
United Kingdom, will be reported to a Regulatory Information
Service of the London Stock Exchange and will be available on the
London Stock Exchange website at
http://www.londonstockexchange.com/prices-and-news/prices-news/home.htm
. This information will be publicly disclosed in the US to the
extent that such information is made public in the UK.
Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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) applies must be made by no later than
3.30 p.m. (London time) on the 10th Business Day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 p.m. (London time) 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 1% 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. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 p.m. (London time) 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.
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'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.
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.
Forward-looking statements
This Announcement contains certain statements in relation to
Motorola Solutions, Bidco and IndigoVision that are, or may be
deemed to be, "forward-looking statements" which are prospective in
nature. All statements other than statements of historical fact,
are or may be deemed to be, forward-looking statements.
Forward-looking statements are based on current expectations and
projections about future events and are therefore subject to known
and unknown risks and uncertainties which could cause actual
results, performance or events to differ materially from the future
results, performance or events expressed or implied by the
forward-looking statements. Often, but not always, forward-looking
statements can be identified by the use of forward-looking words
such as "plans", "expects", "is expected", "is subject to",
"budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates", "believes", "targets", "aims", "projects", "goal",
"objective", "outlook", "risks", "seeks" or words or terms of
similar substance or the negative thereof, as well as variations of
such words and phrases or statements that certain actions, events
or results "may", "could", "should", "would", "might", "probably"
or "will" be taken, occur or be achieved. Such statements are
qualified in their entirety by the inherent risks and uncertainties
surrounding future expectations.
Such forward-looking statements involve 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. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date of this Announcement.
Each of the Motorola Solutions, Bidco and IndigoVision and their
respective members, directors, officers, employees, advisers and
any person acting on behalf of one or more of them, expressly
disclaims any intention or obligation to update or revise any
forward-looking or other statements contained in this Announcement,
whether as a result of new information, future events or otherwise,
except as required by applicable law. Neither Motorola Solutions,
Bidco nor IndigoVision nor their respective members, directors,
officers or employees, advisers or any person acting on their
behalf, 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.
No forward-looking or other statements have been reviewed by the
auditors of Motorola Solutions, Bidco or IndigoVision. All
subsequent oral or written forward-looking statements attributable
to Motorola Solutions, Bidco or IndigoVision or their respective
members, directors, officers, advisers or employees or any person
acting on their behalf are expressly qualified in their entirety by
the cautionary statements above.
No profit forecasts
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share for Motorola Solutions or IndigoVision for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for
Motorola Solutions or IndigoVision.
Publication on website
Pursuant to Rule 26.1 of the Code, a copy of this Announcement
and other documents in connection with the Scheme will, subject to
certain restrictions, be available for inspection on
www.Motorolasolutions.com and www.Indigovision.com no later than 12
noon (London time) on the Business Day following this Announcement.
The contents of the websites referred to in this Announcement are
not incorporated into, and do not form part of, this
Announcement.
Requesting hard copy documents
If you have received this Announcement in electronic form or by
it being published on IndigoVision's website, you can obtain a hard
copy of this Announcement by contacting Computershare Investor
Services PLC at Corporate Actions Projects, Bristol, BS99 6AH or by
telephoning +44 (0) 370 707 4040 or by e-mailing
IR@indigovision.com. You will not receive a hard copy of this
Announcement unless you so request. You may also inform
Computershare Investor Services PLC that you wish all future
documents, announcements and information in relation to the
Acquisition be sent to you in hard copy.
Electronic communications
Please be aware that addresses, electronic addresses and certain
other information provided by IndigoVision Shareholders, persons
with information rights and other relevant persons in connection
with the receipt of communications from IndigoVision may be
provided to Motorola Solutions or Bidco during the Offer Period as
required under Section 4 of Appendix 4 of the Code to comply with
Rule 2.11(c) of the Code.
Rounding
Certain figures in this Announcement have been subjected to
rounding adjustments. Accordingly, figures shown for the same
category presented in different tables may vary slightly and
figures shown in certain tables may not be an arithmetic
aggregation of the figures that precede them.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, IndigoVision confirms
that as at the date of this Announcement, it has in issue and
admitted to trading on AIM 7,337,940 ordinary shares of GBP0.01
each (excluding any Treasury Shares). The International Securities
Identification Number (ISIN) for IndigoVision Shares is
GB0032654534.
APPIX I
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
Part A: Conditions of the Scheme and the Acquisition
Long Stop Date
1. The Acquisition is conditional upon the Scheme becoming
unconditional and Effective, subject to the Code, by not later than
6.00 p.m. on the Long Stop Date.
Scheme approval
2. The Scheme will be subject to the following conditions:
(a) its approval by a majority in number of IndigoVision
Shareholders who are on the register of members of IndigoVision at
the Voting Record Time, present and voting (and entitled to vote),
whether in person or by proxy, representing 75 per cent. or more in
value of the IndigoVision Shares held by those IndigoVision
Shareholders at the Court Meeting, or any adjournment thereof,
provided that the Court Meeting may not be adjourned beyond the
22nd day after the expected date of the Court Meeting to be set out
in the Scheme Document in due course, or such later date (if any)
as Motorola Solutions and IndigoVision may agree and the Court may
allow;
(b) all resolutions in connection with or required to approve
and implement the Scheme as set out in the notice of the General
Meeting, including without limitation the Resolution, being duly
passed by the requisite majority at the General Meeting;
(c) such General Meeting being held on or before the 22nd day
after the expected date of the General Meeting as set out in the
Scheme Document (or such later date as may be agreed by Motorola
Solutions and IndigoVision);
(d) the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms
acceptable to Motorola Solutions and IndigoVision) and the delivery
of an office copy of the Scheme Court Order to the Registrar of
Companies for registration; and
(e) either the Scheme Court Hearing being held on or before the
22nd day after the expected date of the Scheme Court Hearing as set
out in the Scheme Document (or such later date as may be agreed by
Motorola Solutions and IndigoVision) or, where the Scheme Court
Hearing does not take place during such period by reason of the
COVID-19 pandemic, the Scheme Court Hearing being held no later
than three (3) Business Days prior to the Long Stop Date.
3. In addition, subject as stated in Part B below and to the
requirements of the Panel, the Acquisition will be conditional upon
the following Conditions and, accordingly, the Scheme Court Order
shall not be delivered to the Registrar of Companies unless such
Conditions (as amended, if appropriate) have been satisfied or,
where relevant, waived:
Notifications, waiting periods and authorisations
(a) the Acquisition has been cleared in accordance with the
Austrian merger control provisions, being:
(i) the statutory review period pursuant to sec 11(1) or 11(1a) of the Austrian Cartel Act (Kartellgesetz 2005; "KartG") expires without neither the Federal Competition Authority nor the Federal Cartel Attorney (together the "Statutory Parties") having requested an examination of the Acquisition before the Cartel Court; or
(ii) the Statutory Parties waive their right to request an
examination of the Acquisition before the Cartel Court pursuant to
sec 11(4) KartG or withdraw their respective requests for an
examination of the Acquisition before the Cartel Court; or
(iii) the Cartel Court or, upon appeal, the Austrian Supreme
Cartel Court issues a legally binding clearance decision, a legally
binding decision that no notifiable event arises in respect of the
Acquisition, or a legally binding decision to terminate the
proceedings pursuant to sec 14(1) KartG.
(b) other than in respect of Condition 3(a), all necessary
notifications, filings or applications having been made in
connection with the Acquisition and all necessary waiting periods
(including any extensions thereof) under any applicable legislation
or regulation of any jurisdiction having expired, lapsed or been
terminated (as appropriate) and all statutory and regulatory
obligations in any jurisdiction having been complied with in each
case in respect of the Acquisition and all Authorisations necessary
in any jurisdiction for or in respect of the Acquisition and,
except pursuant to Chapter 3 of Part 28 of the Companies Act, for
the acquisition or the proposed acquisition of any shares or other
securities in, or control or management of, IndigoVision or any
other member of the IndigoVision Group by any member of the
Motorola Solutions Group having been obtained in terms and in a
form reasonably satisfactory to Motorola Solutions from all
relevant Third Parties or (without prejudice to the generality of
the foregoing) from any persons or bodies with whom any member of
the IndigoVision Group or the Motorola Solutions Group has entered
into contractual arrangements and all such Authorisations necessary
to carry on the business of any member of the IndigoVision Group in
any jurisdiction having been obtained and all such Authorisations
remaining in full force and effect at the time at which the
Acquisition becomes effective or otherwise wholly unconditional and
there being no notice of an intention to revoke, suspend, restrict,
modify or not to renew such Authorisations and all such necessary
statutory or regulatory obligations in any jurisdiction having been
complied with;
(c) except with the consent or the agreement of Motorola
Solutions, no resolution of IndigoVision Shareholders in relation
to any acquisition or disposal of assets or shares (or the
equivalent thereof) in any undertaking or undertakings (or in
relation to any merger, demerger, consolidation, reconstruction,
amalgamation or scheme) being passed at a meeting of IndigoVision
Shareholders other than in relation to and as necessary to
implement the Acquisition or the Scheme and, other than with the
consent or the agreement of Motorola Solutions, no member of the
IndigoVision Group having taken (or agreed or proposed to take) any
action that requires, or would require, the consent of the Panel or
the approval of IndigoVision Shareholders in accordance with, or as
contemplated by, Rule 21.1 of the Code;
General regulatory
(d) other than in respect of Condition 3(a), no antitrust
regulator or Third Party having given notice of a decision or
proposal to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference (and in each
case, not having withdrawn the same), or having required any action
to be taken or otherwise having done anything or taken any steps,
or having enacted or made or proposed to enact or make any statute,
regulation, decision, order or change to published practice (and,
in each case, not having withdrawn the same) and there not
continuing to be outstanding any statute, regulation, decision or
order which would or might reasonably be expected to:
(i) require, prevent or materially delay the divestiture or
materially alter the terms envisaged for such divestiture by any
member of the Motorola Solutions Group or by any member of the
IndigoVision Group of all or any material part of its businesses,
assets or property or impose any material limitation on the ability
of all or any of them to conduct their businesses (or any part
thereof) or to own, control or manage any of their assets or
properties (or any part thereof);
(ii) except pursuant to Chapter 3 of Part 28 of the Companies
Act, require any member of the Motorola Solutions Group or the
IndigoVision Group to acquire or offer to acquire a material number
of any shares, other securities (or the equivalent) or interest in
any member of the IndigoVision Group or any asset owned by any
Third Party (other than in the implementation of the
Acquisition);
(iii) impose any limitation on, or result in a delay in, the
ability of any member of the Motorola Solutions Group directly or
indirectly to acquire, hold or exercise effectively all or any
rights of ownership in respect of shares or other securities in or
loans to Motorola Solutions or on the ability of any member of the
IndigoVision Group or any member of the Motorola Solutions Group
directly or indirectly to hold or exercise effectively all or any
rights of ownership in respect of shares or other securities (or
the equivalent) in, or to exercise voting or management control
over, any member of the IndigoVision Group;
(iv) otherwise materially adversely affect any or all of the
business, assets, prospects or profits of any member of the
IndigoVision Group or the Motorola Solutions Group;
(v) result in any member of the IndigoVision Group ceasing to be
able to carry on business under any name under which it presently
carries on business to an extent which is material in the context
of the IndigoVision Group taken as a whole or in the context of the
Acquisition (as the case may be);
(vi) make the Acquisition, or any aspect of the Acquisition, its
implementation or the acquisition of any shares or other securities
in, or control or management of, IndigoVision by any member of the
Motorola Solutions Group void, unenforceable and/or illegal under
the laws of any relevant jurisdiction, or otherwise directly or
indirectly materially prevent or prohibit, restrict, restrain, or
delay or otherwise materially interfere with the implementation of,
or impose additional materially adverse conditions or obligations
with respect to, or otherwise materially challenge, impede,
interfere or require material amendment of the Acquisition or the
acquisition of any shares or other securities in, or control or
management of, IndigoVision by any member of the Motorola Solutions
Group;
(vii) require, prevent or materially delay a divestiture by any
member of the Motorola Solutions Group of any shares or other
securities (or the equivalent) in any member of the IndigoVision
Group or any member of the Motorola Solutions Group; or
(viii) impose any material limitation on the ability of any
member of the Motorola Solutions Group or any member of the
IndigoVision Group to conduct, integrate or co-ordinate all or any
part of its business with all or any part of the business of any
other member of the Motorola Solutions Group and/or the
IndigoVision Group in a manner which is materially adverse to the
IndigoVision Group taken as a whole or the Motorola Solutions Group
taken as a whole or in the context of the Acquisition (as the case
may be),
and all applicable waiting and other time periods (including any
extensions thereof) during which any such antitrust regulator or
Third Party could decide to take, institute, implement or threaten
any such action, proceeding, suit, investigation, enquiry or
reference or take any other step under the laws of any relevant
jurisdiction in respect of the Acquisition or the acquisition of
any IndigoVision Shares or of management or voting control of
IndigoVision or any member of the IndigoVision Group or otherwise
intervene having expired, lapsed or been terminated;
Certain matters arising as a result of any arrangement,
agreement, etc.
(e) except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other
instrument to which any member of the IndigoVision Group is a party
or by or to which any such member or any of its assets is or may be
bound, entitled or be subject or any event or circumstance which,
as a consequence of the Acquisition or the acquisition or the
proposed acquisition by any member of the Motorola Solutions Group
of any shares or other securities in IndigoVision or because of a
change in the control or management of any member of the
IndigoVision Group or otherwise, would or might reasonably be
expected to result in, in each case to an extent which is material
in the context of the IndigoVision Group taken as a whole or
material in the context of the Acquisition:
(i) any monies borrowed by, or any other indebtedness, actual or
contingent, of, or any grant available to, any member of the
IndigoVision Group being or becoming repayable, or capable of being
declared repayable, immediately or prior to its or their stated
maturity date or repayment date, or the ability of any such member
to borrow monies or incur any indebtedness being withdrawn or
inhibited or being capable of becoming or being withdrawn or
inhibited;
(ii) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any part of the business,
property or assets of any member of the IndigoVision Group or any
such mortgage, charge or other security interest (whenever created,
arising or having arisen) becoming enforceable or being
enforced;
(iii) any assets of any such member being disposed of or charged
or ceasing to be available to any such member, or any right arising
under which any asset could be required to be disposed of or
charged or could cease to be available to any such member other
than in the ordinary course of business;
(iv) any obligation to obtain or acquire any licence,
permission, approval, clearance, permit, notice, consent,
authorisation, waiver, grant, concession, agreement, certificate,
exemption order or registration from any Third Party;
(v) any arrangement, agreement, lease, licence, permit, licence,
permission, approval, clearance, notice, consent, authorisation,
waiver, grant, concession, certificate, exemption order or
registration or other instrument being terminated or becoming
capable of being terminated or adversely modified or the rights,
liabilities, obligations or interests of any member of the
IndigoVision Group being adversely modified or adversely affected
or any obligation or liability arising or any adverse action being
taken or arising thereunder;
(vi) any liability of any member of the IndigoVision Group to
make any severance, termination, bonus or other payment to any of
its directors or other officers;
(vii) the rights, liabilities, obligations, interests or
business of any member of the IndigoVision Group or any member of
the Motorola Solutions Group under any such arrangement, agreement,
licence, permit, lease or instrument or the interests or business
of any member of the IndigoVision Group or any member of the
Motorola Solutions Group in or with any other person or body or
firm or company (or any arrangement or arrangement relating to any
such interests or business) being or becoming capable of being
terminated, or adversely modified or affected or any onerous
obligation or liability arising or any adverse action being taken
thereunder;
(viii) any member of the IndigoVision Group ceasing to be able
to carry on business under any name under which it presently
carries on business;
(ix) the creation or acceleration of any liability to taxation
or an adverse effect on the tax position of any member of the
IndigoVision Group;
(x) the value of, or the financial or trading position of, any
member of the IndigoVision Group being prejudiced or adversely
affected; or
(xi) the creation or acceleration of any liability (actual or
contingent and including without limitation for taxation) by any
member of the IndigoVision Group or for which any such member may
be responsible other than trade creditors or other liabilities
incurred in the ordinary course of business,
and, except as Disclosed, no event having occurred which, under
any provision of any arrangement, agreement, licence, permit,
franchise, lease or other instrument to which any member of the
IndigoVision Group is a party or by or to which any such member or
any of its assets are bound, entitled or subject, would or might
reasonably be expected to result in any of the events or
circumstances as are referred to in Conditions 3(e)(i) to (xi) of
this Part A, in each case to an extent which is material in the
context of the IndigoVision Group taken as a whole;
Certain events occurring since 31 December 2018
(f) except as Disclosed, no member of the IndigoVision Group having since 31 December 2018:
(i) issued, proposed or agreed to issue, or authorised or
announced its intention to authorise or propose the issue of,
additional shares of any class, or securities or securities
convertible into, or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares, securities or
convertible securities or transferred or sold or agreed to transfer
or sell or authorised or proposed the transfer or sale of
IndigoVision Shares (except as between IndigoVision and wholly
owned subsidiaries of IndigoVision or between the wholly owned
subsidiaries of IndigoVision and except for the issue or transfer
out of treasury of IndigoVision Shares on the exercise of options
or vesting of awards under the IndigoVision Share Plans) or
redeemed, purchased or reduced any part of its share capital;
(ii) recommended, declared, paid or made, or proposed to
declare, pay or make any bonus, dividend or other distribution
(whether payable in cash or otherwise) other than dividends (or
other distributions, whether payable in cash or otherwise) lawfully
paid or made by any wholly owned subsidiary of IndigoVision to
IndigoVision or any of its wholly owned subsidiaries;
(iii) save as between IndigoVision and its wholly-owned
subsidiaries and except for the issue or transfer out of treasury
of IndigoVision Shares on the exercise of options or vesting of
awards under the IndigoVision Share Plans, effected, authorised,
proposed or announced its intention to propose any change in its
share or loan capital (or equivalent thereof);
(iv) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or made any other change to any part of its share
capital;
(v) sold or transferred or agreed to sell or transfer any
IndigoVision Shares held by IndigoVision as treasury shares except
for the issue or transfer out of treasury of IndigoVision Shares on
the exercise of employee share options or vesting of employee share
awards;
(vi) proposed, agreed to provide or modified the terms of any
share option scheme, incentive scheme or other benefit relating to
the employment or termination of employment of any person employed
by the IndigoVision Group;
(vii) save as between IndigoVision and its wholly-owned
subsidiaries and other than pursuant to the Acquisition,
implemented, effected, authorised, proposed or announced its
intention to propose any merger, demerger, reconstruction,
arrangement, amalgamation, commitment or scheme or any acquisition
or disposal or transfer of assets, shares (other than in the
ordinary course of business) or loan capital (or the equivalent
thereof) or any right, title or interest in any assets, shares or
loan capital (or the equivalent thereof) or other transaction or
arrangement in respect of itself or another member of the
IndigoVision Group;
(viii) acquired or disposed of or transferred (other than in the
ordinary course of business) or mortgaged, charged or encumbered
any assets or shares or any right, title or interest in any assets
or shares (other than in the ordinary course of business) or
authorised the same or entered into, varied or terminated or
authorised, proposed or announced its intention to enter into,
vary, terminate or authorise any agreement, arrangement, contract,
transaction or commitment (other than in the ordinary course of
business and whether in respect of capital expenditure or
otherwise) which is of a loss-making, long-term or unusual or
onerous nature or magnitude, or which involves or could involve an
obligation of such a nature or magnitude;
(ix) exercised any pre-emption rights, or any similar rights
that allow any member of the IndigoVision Group to subscribe for,
or acquire, shares in any other person;
(x) issued, authorised or proposed the issue of or made any
change in or to any debentures, or (other than in the ordinary
course of business) incurred or increased any indebtedness or
liability, actual or contingent, which is material in the context
of the IndigoVision Group taken as a whole or in the context of the
Acquisition;
(xi) been unable or admitted that it is unable to pay its debts
or having stopped or suspended (or threatened to stop or suspend)
payment of its debts generally or ceased or threatened to cease
carrying on all or a substantial part of its business or proposed
or entered into any composition or voluntary arrangement with its
creditors (or any class of them) or the filing at court of
documentation in order to obtain a moratorium prior to a voluntary
arrangement or, by reason of actual or anticipated financial
difficulties, commenced negotiations with one or more of its
creditors with a view to rescheduling any of its indebtedness;
(xii) made, or announced any proposal to make, any change or
addition to any retirement, death or disability benefit or any
other employment- related benefit (including, but not limited to,
bonuses, retention arrangements or share incentive schemes or other
benefit relating to the employment or termination of employment of
any employee of the IndigoVision Group) of or in respect of any of
its directors, employees, former directors or former employees;
(xiii) save as between IndigoVision and its wholly-owned
subsidiaries, granted any lease or third party rights in respect of
any of the leasehold or freehold property owned or occupied by it
or transferred or otherwise disposed of any such property;
(xiv) entered into or varied or made any offer (which remains
open for acceptance) to enter into or vary the terms of any service
agreement, commitment or arrangement with any director or senior
executive of IndigoVision or any director or senior executive of
the IndigoVision Group;
(xv) taken any action which results in the creation or
acceleration of any material tax liability or any member of the
IndigoVision Group or a material adverse effect on the tax position
of any such member;
(xvi) taken or proposed any corporate action or had any steps
taken or had any legal proceedings started or threatened against it
for its winding- up (voluntary or otherwise), dissolution,
striking-off or reorganisation or for the appointment of a
receiver, administrator (including the finding of any
administration application, notice of intention to appoint an
administrator or notice of appointment of an administrator),
administrative receiver, trustee or similar officer of all or any
material part of its assets or revenues or for any analogous
proceedings or steps in any jurisdiction or for the appointment of
any analogous person in any jurisdiction;
(xvii) made any amendment to its memorandum or articles of association;
(xviii) waived, compromised or settled any claim or authorised
any such waiver or compromise, save in the ordinary course of
business, which is material in the context of the IndigoVision
Group taken as a whole or material in the context of the
Acquisition;
(xix) taken, entered into or had started or threatened against
it in a jurisdiction outside England and Wales any form of
insolvency proceeding or event similar or analogous to any of the
events referred to in Conditions 3(f)(xi) and (xvi) of this Part A
above;
(xx) entered into any agreement, contract, transaction,
arrangement or commitment or terminated or varied the terms of any
agreement or arrangement (other than in the ordinary course of
business), which is material in the context of the IndigoVision
Group taken as a whole or in the context of the Acquisition;
(xxi) entered into any contract, transaction or arrangement
which is restrictive on the business of any member of the
IndigoVision Group or which is or could involve obligations which
would or might reasonably be expected to be so restrictive, in any
such case which is material in the context of the IndigoVision
Group taken as a whole;
(xxii) entered into, implemented or authorised the entry into,
any joint venture, asset or profit sharing agreement, partnership
or merger of business or corporate entities which is material in
the context of the IndigoVision Group taken as a whole; or
(xxiii) agreed to enter into or entered into an agreement or
arrangement or commitment or passed any resolution or announced any
intention or made any offer (which remains open to acceptance) with
respect to any of the transactions, matters or events referred to
in this Condition (f);
No adverse change, litigation, regulatory enquiry or similar
(g) since 31 December 2018, except as Disclosed, there having been:
(i) no adverse change and no circumstance having arisen which
would or would be reasonably expected to, result in any material
adverse change in the business, assets, financial or trading
position or profits or prospects or operational performance of any
member of the IndigoVision Group, in each case to an extent which
is material in the context of the IndigoVision Group taken as a
whole or is material in the context of the Acquisition;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings having been threatened, announced or
instituted by or against or remaining outstanding against or in
respect of any member of the IndigoVision Group or to which any
member of the IndigoVision Group is or may become a party (whether
as claimant, defendant or otherwise) having been threatened,
announced, instituted or remaining outstanding by, against or in
respect of, any member of the IndigoVision Group, in each case
which is or might reasonably be expected to be material in the
context of the IndigoVision Group, or the Motorola Solutions Group,
taken as a whole or in the context of the Acquisition;
(iii) no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member
of the IndigoVision Group having been threatened, announced or
instituted or remaining outstanding by, against or in respect of
any member of the IndigoVision Group, in each case which might
reasonably be expected to have a material adverse effect on the
IndigoVision Group, or the Motorola Solutions Group, taken as a
whole or in the context of the Acquisition;
(iv) no contingent or other liability having arisen or increased
which is reasonably likely to affect adversely the business,
assets, financial or trading position or profits or prospects of
any member of the IndigoVision Group to an extent which is material
in the context of the IndigoVision Group taken as a whole or in the
context of the Acquisition; or
(v) no steps having been taken and no omissions having been made
which are likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of
the IndigoVision Group which is necessary for the proper carrying
on of its business and the withdrawal, cancellation, termination or
modification of which might reasonably be expected to have a
material adverse effect on the IndigoVision Group taken as a whole
or in the context of the Acquisition;
No discovery of certain matters regarding information,
liabilities and environmental issues
(h) except as Disclosed, Motorola Solutions not having discovered that:
(i) any financial, business or other information concerning the
IndigoVision Group publicly announced prior to the date of this
Announcement or disclosed at any time to any member of the Motorola
Solutions Group by or on behalf of any member of the IndigoVision
Group prior to the date of this Announcement is misleading,
contains a material misrepresentation of any fact, or omits to
state a fact necessary to make that information not misleading;
(ii) any member of the IndigoVision Group is subject to any
material liability, contingent or otherwise, which is not disclosed
in the annual reports and accounts of IndigoVision for the
financial year ended 31 December 2018;
(iii) that any member of the IndigoVision Group or any
partnership, company or other entity in which any member of the
IndigoVision Group has a significant economic interest and which is
not a subsidiary undertaking of IndigoVision is subject to any
liability, contingent or otherwise which is outside the ordinary
course of business and which is material in the context of the
IndigoVision Group taken as a whole; or
(iv) that there is or is reasonably likely to be any material
obligation or liability (whether actual or contingent) or
requirement to make good, remediate, repair, reinstate or clean up
any property, asset or any controlled waters currently or
previously owned, occupied, operated or made use of or controlled
by any past or present member of the IndigoVision Group, or in
which any such member may have or previously have had or be deemed
to have had an interest, under any environmental legislation,
common law, regulation, notice, circular, Authorisation or order of
any Third Party in any jurisdiction or to contribute to the cost
thereof or associated therewith or indemnify any person in relation
thereto and which is material in the context of the IndigoVision
Group taken as a whole;
Anti-corruption and criminal property
(i) except as Disclosed, Motorola Solutions not having discovered that:
(i) any past or present member, director, officer or employee of
the IndigoVision Group or any person that performs or has performed
services for or on behalf of any such company is or has engaged in
any activity, practice or conduct which would constitute an offence
under the Bribery Act 2010, as amended or the US Foreign Corrupt
Practices Act 1977, as amended or any other anti-corruption
legislation applicable to the IndigoVision Group;
(ii) any past or present member of the IndigoVision Group has
engaged in any activity or business with, or made any investments
in, or made any payments to any government, entity or individual
covered by any of the economic sanctions administered by the United
Nations or the European Union (or any of their respective member
states) or the United States Office of Foreign Assets Control or
any other governments or supranational body or authority in any
jurisdiction;
(iii) any asset of any member of the IndigoVision Group
constitutes criminal property as defined by section 340(3) of the
Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that
definition); or
(iv) any past or present member, director, officer or employee
of the of IndigoVision Group has engaged in any business with or
made any investments in, or made any payments, funds or assets
available, to or received any funds or assets from: (i) any
government, entity or individual in respect of which US or European
Union persons, or persons operating in those territories, are
prohibited from engaging in activities or doing business, or from
receiving or making available funds or economic resources, by US or
European Union laws or regulations, including the economic
sanctions administered by the United States Office of Foreign
Assets Control or HM Treasury & Customs; or (ii) any
government, entity or individual named by any of the economic
sanctions of the United Nations or the European Union or any of
their respective member states, in each case to an extent which is
material in the context of the IndigoVision Group as a whole.
Part B: Certain further terms of the Acquisition
1. Subject to the requirements of the Panel, Motorola Solutions
reserves the right in its sole discretion to waive (if capable of
waiver) in whole or in part:
(a) any of the Conditions set out in the above Condition 2 of
Part A for the timing of the Court Meeting, the General Meeting and
the Scheme Court Hearing. If any such deadline is not met, Motorola
Solutions shall make an announcement by 8.00 a.m. on the Business
Day following such deadline confirming whether it has invoked or
waived the relevant Condition or agreed with IndigoVision to extend
the deadline in relation to the relevant Condition; and
(b) all or any of the above Conditions 3(a) to (i) of Part A inclusive.
2. If Motorola Solutions is required by the Panel to make an
offer for IndigoVision Shares under the provisions of Rule 9 of the
Code, Motorola Solutions may make such alterations to any of the
above Conditions and terms of the Acquisition as are necessary to
comply with the provisions of that Rule.
3. The Scheme and the Acquisition shall not become Effective if:
(a) in so far as the Acquisition or any matter arising from or
relating to the Scheme or Acquisition constitutes a concentration
with a Community dimension within the scope of the Regulation, the
European Commission either initiates proceedings under Article
6(1)(c) of the Regulation or makes a referral to a competent
authority in the United Kingdom under Article 9(1) of the
Regulation and there is then a Phase 2 CMA Reference; or
(b) the Acquisition or any matter arising from or relating to
the Scheme or Acquisition becomes subject to a Phase 2 CMA
Reference,
in each case, before the date of the Court Meeting.
4. Under Rule 13.5 of the Code, Motorola Solutions may not
invoke a condition of the Scheme so as to cause the Scheme not to
proceed, to lapse or to be withdrawn unless the circumstances which
give rise to the right to invoke the condition are of material
significance to Motorola Solutions in the context of the
Acquisition. Whether or not such condition can be invoked would be
determined by the Panel. The conditions contained in Conditions 1,
2 and 3(a) of Part A are not subject to this provision of the
Code.
5. Motorola Solutions shall not be under any obligation to waive
(if capable of waiver), to determine, to be or remain satisfied or
to treat as fulfilled any of the Conditions in 2 or 3 of Part A (to
the extent capable of waiver), by a date earlier than the latest
date for the fulfilment of that Condition notwithstanding that the
other Conditions of the Acquisition may at such earlier date have
been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such Conditions may not be
capable of fulfilment.
6. The IndigoVision Shares to be acquired under the Acquisition
will be acquired fully paid and free from all Encumbrances and
together with all rights now or hereafter attaching or accruing to
them, including voting rights and the right to receive and retain
in full all dividends and other distributions (if any) declared,
made, paid or payable, or any other return of capital made on or
after the date of this Announcement.
7. If, prior to the Scheme Court Hearing, any dividend and/or
other distribution and/or other return of capital is authorised,
declared, made or paid or becomes payable in respect of
IndigoVision Shares, Motorola Solutions reserves the right (without
prejudice to any right of Motorola Solutions, with the consent of
the Panel, to invoke Conditions 3(f)(ii) or 3(f)(iv) in Part A
above) to reduce the Consideration payable under the Scheme in
respect of any IndigoVision Share by the aggregate amount of such
dividend or distribution (excluding associated tax credit).
8. If any such dividend or distribution is authorised, declared,
made or paid or becomes payable before the Scheme Court Hearing and
if Motorola Solutions exercises its rights described in these
paragraphs 7 to 10, any reference in this Announcement to the
Consideration payable under the Scheme shall be deemed to be a
reference to the Consideration as so reduced.
9. To the extent that such a dividend or distribution has been
authorised or declared but has not been paid or made or become
payable before the Scheme Court Hearing and such dividend or
distribution is cancelled, then the Consideration payable under the
Scheme shall not be subject to change in accordance with these
paragraphs 7 to 10.
10. Any exercise by Motorola Solutions of its rights referred to
in these paragraphs 7 to 10 shall be the subject of an announcement
and, for the avoidance of doubt, shall not be regarded as
constituting any revision or variation of the Acquisition.
11. Fractional entitlements of pence payable IndigoVision
Shareholders under the Acquisition will be rounded down to the
nearest whole number of pence.
12. Motorola Solutions and Bidco reserve the right to elect
(with the consent of the Panel) to implement the Acquisition by way
of a Takeover Offer as an alternative to the Scheme. In such event,
the Acquisition will be implemented on substantially the same terms
subject to appropriate amendments, including (without limitation),
with the consent of the Panel, if required, an acceptance condition
set at 90 per cent. (or such lesser percentage, being more than 50
per cent, as Motorola Solutions and Bidco may decide) of the shares
to which such offer relates, so far as applicable, as those which
would apply to the Scheme.
13. The availability of the Acquisition to persons not resident
in the United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
14. The Acquisition is not being made, directly or indirectly,
in, into or from, or by use of the mails of, or by any means of
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or
other securities exchange of, any jurisdiction where to do so would
violate the laws of that jurisdiction and will not be capable of
acceptance by any such use, means, instrumentality or facility or
from within any such jurisdiction.
15. Motorola Solutions reserves the right for any other member
of the Motorola Solutions Group from time to time to implement the
Acquisition.
16. The Scheme will be governed by laws of Scotland and is
subject to the jurisdiction of the Scottish courts and to the
Conditions and further terms set out in this Appendix 1. The
Acquisition will be subject to the applicable requirements of the
Code, the Panel, the AIM Rules, the London Stock Exchange and the
FCA.
17. Each of the Conditions will be regarded as a separate
Condition and will not be limited by reference to any other
Condition.
APPIX II
BASES AND SOURCES OF INFORMATION
Save as otherwise set out in this Announcement, the following
constitute the bases and sources of information referred to in this
Announcement:
(a) unless otherwise stated, the financial information on
IndigoVision is extracted from the preliminary results announcement
for the year ended 31 December 2019 as announced on 5 March
2020;
(b) the value attributed to the issued and to be issued share
capital of IndigoVision is based upon:
(i) 7,337,940 IndigoVision Shares, excluding Treasury Shares, in
issue as at the Last Practicable Date; and
(ii) 164,343 IndigoVision Shares to be issued or released from
IndigoVision's Treasury Shares to satisfy the IndigoVision Shares
to be issued under the IndigoVision Share Plans as a result of the
Acquisition;
(c) an exchange rate of US$1.2234 to GBP 1 has been used, being
the US$/GBP exchange rate as at 5.00 p.m. London time on 16 March
2020, sourced from Bloomberg;
(d) any references to the "IndigoVision Shares in issue"
comprises the 7,337,940 IndigoVision Shares carrying voting rights
as at the Last Practicable Date, excluding the 272,816 Treasury
Shares; and
(e) any references to the enlarged share capital of IndigoVision
comprises the 7,337,940 IndigoVision Shares in issue as at the Last
Practicable Date and 164,343 IndigoVision Shares to be issued or
released from IndigoVision's Treasury Shares to satisfy
IndigoVision Shares issued under the IndigoVision Share Plans and
being eligible for acquisition under the Scheme.
APPIX III
IRREVOCABLE UNDERTAKINGS
IndigoVision Directors' Irrevocable Undertakings
The IndigoVision Directors listed below have given irrevocable
undertakings to vote (or procure the voting) in favour of the
Scheme at the Court Meeting and the Resolution to be proposed at
the General Meeting (or in the event that the Acquisition is
implemented by way of a Takeover Offer, to accept, or procure the
acceptance of, the Takeover Offer) in relation to the following
IndigoVision Shares, in which she / he or her/his family members
are beneficially interested:
Name Number of IndigoVision Percentage of IndigoVision's
Shares in respect Shares in issue at
of which undertaking the Last Practicable
is given Date
Max Thowless-Reeves 157,383 2.14%
----------------------- -----------------------------
Pedro Simoes 30,262 0.41%
----------------------- -----------------------------
Chris Lea 39,344 0.54%
----------------------- -----------------------------
George Elliott 18,000 0.25%
----------------------- -----------------------------
Vikki Macleod 10,000 0.14%
----------------------- -----------------------------
Pedro Simoes and Chris Lea have also undertaken, in the same
document as referred to above, to accept proposals to be made to
them in relation to the share options granted to them under the
IndigoVision Share Plans over the number of IndigoVision Shares
specified below or to exercise in full the relevant options and
vote in favour of the Scheme at the Court Meeting and the
Resolution to be proposed at the General Meeting (or, if Bidco
exercises, with the consent of the Takeover Panel, its right to
implement the Acquisition by way of Takeover Offer, to accept such
offer) in respect of all the IndigoVision Shares that the
IndigoVision Directors receive on exercise as follows:
Name Number of IndigoVision Shares
in respect of which undertaking
is given
Pedro Simoes 22,848
375 units *
---------------------------------
Chris Lea 18,393
375 units *
---------------------------------
*These "units" relate to the individual's interest granted
pursuant to IndigoVision's 2018 Long Term Incentive Plan; they will
ultimately be used to determine the number of IndigoVision Shares
that he is entitled to acquire on the exercise of his award under
that arrangement. This calculation can only be carried out at the
time the scheme of arrangement is sanctioned by the Court but it is
currently anticipated that pursuant to the terms of the 2018 Long
Term Incentive Plan, Pedro Simoes will receive 83,281 IndigoVision
Shares and Chris Lea will receive 87,736 IndigoVision Shares. The
acquisitions of these shares will, to the maximum extent possible,
be carried out pursuant to the exercise of parallel, tax efficient
"EMI options" that were granted to Pedro Simoes and Chris Lea under
the applicable plan's rules, with any balance of IndigoVision
Shares being acquired through the exercise of non tax-efficient
options.
These irrevocable undertaking will cease to be binding if:
(a) Bidco announces that it does not intend to make or proceed with the Acquisition;
(b) the Scheme Document (or offer document (if required)) has
not been posted within 28 days of the date of this Announcement (or
within such longer period as Motorola Solutions, Bidco and
IndigoVision, with the consent of the Panel, determine); or
(c) the Acquisition lapses or is withdrawn in accordance with its terms.
Other IndigoVision Shareholders' Irrevocable Undertakings
Certain other IndigoVision Shareholders have given irrevocable
undertakings to vote (or procure the voting) in favour of the
Scheme at the Court Meeting and the Resolution to be proposed at
the General Meeting (or in the event that the Acquisition is
implemented by way of a Takeover Offer, to accept, or procure the
acceptance of, the Takeover Offer) in relation to the following
IndigoVision Shares:
Name Number of IndigoVision Percentage of IndigoVision's
Shares in respect Shares in issue at
of which undertaking the Last Practicable
is given Date
Aleman, Cordero, Galindo
& Lee Trust (Panama)
S.A. as Trustee of
The Kingston Trust 2,064,500 28.13%
----------------------- -----------------------------
Richard Farmiloe 500,000 6.81%
----------------------- -----------------------------
VT Sorbus Vector OEIC 460,000 6.27%
----------------------- -----------------------------
Colston Trustees Limited
for Hamish Grossart's
SIPP 422,750 5.76%
----------------------- -----------------------------
Peter Gyllenhammar
AB 369,962 5.04%
----------------------- -----------------------------
Strategos Fund, L.P 205,020 2.79%
----------------------- -----------------------------
Strategos Master Fund,
L.P. 124,980 1.70%
----------------------- -----------------------------
These irrevocable undertaking will cease to be binding if:
(a) Bidco announces that it does not intend to make or proceed with the Acquisition;
(b) the Scheme Document (or offer document (if required)) has
not been posted within 28 days of the date of this Announcement (or
within such longer period as Motorola Solutions, Bidco and
IndigoVision, with the consent of the Panel, determine); or
(c) the Acquisition lapses or is withdrawn in accordance with its terms.
APPIX IV
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context requires otherwise:
"Acquisition" the proposed recommended cash
acquisition by Bidco of the
entire issued and to be issued
share capital of IndigoVision
by means of the Scheme (or
by way of a Takeover Offer,
under certain circumstances
as described in this Announcement)
and, where the context admits,
any subsequent revision, variation,
extension or renewal thereof
"AIM" AIM, a market operated by the
London Stock Exchange
"AIM Rules" the AIM Rules for Companies
published by the London Stock
Exchange, as amended from time
to time
"Announcement" this announcement dated 17
March 2020 made pursuant to
Rule 2.7 of the Code
"Authorisations" regulatory authorisations,
orders, recognitions, grants,
consents, clearances, confirmations,
certificates, licences, permissions
or approvals
"Bidco" Motorola Solutions International
Holding Limited, a company
incorporated in England and
Wales (company number 08223160),
whose registered office is
at Nova South, 160 Victoria
Street, London SW1E 5LB
"Business Day" a day (other than a Saturday
or Sunday) on which banks are
open for general business in
London, United Kingdom
"Closing Price" the middle market price of
an IndigoVision Share at the
close of business on the day
to which such price relates
"CMA" the UK Competition and Markets
Authority
"Code" the City Code on Takeovers
and Mergers
"Companies Act" the Companies Act 2006
"Conditions" the conditions to the implementation
of the Acquisition which are
set out in Appendix I to this
Announcement and to be set
out in the Scheme Document
"Confidentiality Agreement" the non-disclosure agreement
between Motorola Solutions
and IndigoVision entered into
on 26 November 2019
"Consideration" the cash consideration of 405
pence per IndigoVision Share
due to IndigoVision Shareholders
under the terms of the Acquisition
"Court" the Court of Session in Edinburgh
"Court Meeting" the meeting(s) of the IndigoVision
Shareholders to be convened
by order of the Court pursuant
to section 896 of the Companies
Act for the purposes of considering
and, if thought fit, approving
the Scheme (with or without
amendments) and any adjournment
thereof
"CREST" the relevant system (as defined
in the Uncertificated Securities
Regulations 2001 (SI 2001/3755)
in respect of which Euroclear
is the Operator (as defined
in such regulations) for the
paperless settlement of trades
in securities and the holding
of uncertificated securities
"Dealing Disclosure" an announcement pursuant to
Rule 8 of the Code containing
details of dealings in interests
in relevant securities of a
party to an offer
"Disclosed" the information fairly disclosed
by, or on behalf of IndigoVision,
(i) in the annual report and
accounts of the IndigoVision
Group for the financial year
ended 31 December 2018; (ii)
in the interim results of the
IndigoVision Group for the
six-month period ending on
30 June 2019; (iii) the audited
preliminary results for the
IndigoVision Group for the
financial year ended 31 December
2019; (iv) in this Announcement;
(v) in any other announcement
to a Regulatory Information
Service by, or on behalf of,
IndigoVision prior to the publication
of this announcement; or (vi)
as otherwise fairly disclosed
to Motorola Solutions prior
to the date of this Announcement,
including in the Trent virtual
data room hosted by Intralinks
"Effective" the Scheme having become effective
in accordance with its terms,
upon delivery of the Scheme
Court Order to the Registrar
of Companies
"Effective Date" the date upon which the Scheme
becomes Effective
"Euroclear" Euroclear UK and Ireland Limited
"finnCap" finnCap Ltd
"Forms of Proxy" the forms of proxy for use
at the Court Meeting and at
the General Meeting which will
accompany the Scheme Document
"General Meeting" the general meeting of IndigoVision
Shareholders (including any
adjournment thereof) to be
convened in connection with
the Scheme, notice of which
will be set out in the Scheme
Document
"IndigoVision" IndigoVision Group plc
"IndigoVision Directors" the directors of IndigoVision
"IndigoVision Group" IndigoVision and its subsidiaries,
subsidiary undertakings and
associated undertakings and
any other body corporate, partnership,
joint venture or person which
IndigoVision and such undertakings
(aggregating their interests)
have a direct or indirect interest
of 20 per cent. or more of
the voting or equity capital
or equivalent
"IndigoVision Shareholders" holders of IndigoVision Shares
"IndigoVision Shares" the existing unconditionally
allotted or issued and fully
paid ordinary shares of 1p
each in the capital of IndigoVision
and any further such shares
which are unconditionally allotted
or issued and fully paid, and
any Treasury Shares unconditionally
sold or transferred by IndigoVision,
in each case, before the Effective
Date (including any such shares
so unconditionally allotted
or issued pursuant to the exercise
of options granted under the
IndigoVision Share Schemes)
"IndigoVision Share Plans" the 2008 Approved Share Option
Scheme, the 2008 Share Option
Scheme, the 2008 Stock Option
Plan, the 2008 Long Term Incentive
Plan, the Share Incentive Plan
2010, the 2018 Employee Share
Option Plan, the 2018 Long
Term Incentive Plan and the
Stand Alone Option Grants
"Last Practicable Date" 16 March 2020, being the last
practicable date prior to the
publication of this Announcement
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 31 August 2020 or such later
date (if any) as may be agreed
by Bidco and IndigoVision (with
the consent of the Panel) and
the approval of the Court (if
such approval is required)
"Merger Control Authority" any national, supra-national
or regional, government or
governmental, quasi-governmental,
statutory, regulatory or investigative
body or court, in any jurisdiction,
responsible for the review
and/or approval of mergers,
offers, concentrations, joint
ventures, or any other similar
matter
"Motorola Solutions" Motorola Solutions, Inc.
"Motorola Solutions Group" Motorola Solutions and its
subsidiaries, subsidiary undertakings
(including Bidco) and associated
undertakings and any other
body corporate, partnership,
joint venture or person which
Motorola Solutions and such
undertakings (aggregating their
interests) have a direct or
indirect interest of 20 per
cent. or more of the voting
or equity capital or equivalent
"N+1 Singer" Nplus1 Singer Advisory LLP,
IndigoVision's adviser for
the purposes of Rule 3 of the
Code
"Offer Period" in relation to IndigoVision,
has the meaning given to it
in the Code, which period commenced
on the date of this Announcement
"Opening Position Disclosure" an announcement pursuant to
Rule 8 of the Code containing
details of interests or short
positions in, or rights to
subscribe for, any relevant
securities of a party to an
offer
"Panel" the Panel on Takeovers and
Mergers
"Phase 2 CMA Reference" a reference pursuant to Section
22 or 33 of the Enterprise
Act 2002 of an offer or possible
offer to the chair of the CMA
for the constitution of a group
under Schedule 4 to the Enterprise
and Regulatory Reform Act 2013
"Registrar of Companies" the Registrar of Companies
in Scotland
"Regulation" the Council Regulation (EC)
139/2004
"Regulatory Information Service" a primary information provider
who has been approved by the
FCA to disseminate regulated
information
"Resolution" the special resolution to approve
the implementation of the Scheme
to be considered at the General
Meeting
"Restricted Jurisdiction" any jurisdiction where local
laws or regulations may result
in a significant risk of civil,
regulatory or criminal exposure
if the information concerning
the Acquisition is sent or
made available to IndigoVision
Shareholders in that jurisdiction
"Scheme" the proposed scheme of arrangement
under Part 26 of the Companies
Act between IndigoVision and
the IndigoVision Shareholders
to implement the Acquisition
with or subject to any modification,
addition or condition approved
or imposed by the Court and
agreed by IndigoVision and
Bidco
"Scheme Court Hearing" the hearing of the Court to
sanction the Scheme under section
899 of the Companies Act
"Scheme Court Order" the order of the Court sanctioning
the Scheme under section 899
of the Companies Act
"Scheme Document" the document to be sent to
IndigoVision Shareholders by
Bidco containing the terms
and conditions of the Acquisition
and containing the notices
of the Court Meeting and the
General Meeting
"Stand Alone Option Grants" the currently outstanding options
to acquire IndigoVision Shares
granted to seven consultants
to and/or agents of the IndigoVision
Group pursuant to stand-alone
agreements entered into with
the relevant individuals
"Takeover Offer" should the Acquisition be implemented
by way of a takeover offer
as defined in Chapter 3 of
Part 28 of the Companies Act,
the offer to be made by or
on behalf of Bidco to acquire
the entire issued and to be
issued share capital of IndigoVision
and, where the context admits,
any subsequent revision, extension
or renewal of such takeover
offer
"Third Party" each of a Merger Control Authority,
a central bank, government
or governmental, quasi-governmental,
supranational, statutory, regulatory,
environmental, administrative,
fiscal or investigative body,
court, trade agency, association,
institution, environmental
body, employee representative
body or any other body or person
whatsoever performing a similar
function in any jurisdiction
"Treasury Shares" shares held as treasury shares
as defined in section 724(5)
of the Companies Act
"UK" or "United Kingdom" the United Kingdom of Great
Britain and Northern Ireland
"United States" the United States of America,
its territories and possessions,
any state of the United States
of America, the District of
Columbia, and all other areas
subject to its jurisdiction
"US Exchange Act" the US Securities Exchange
Act of 1934, as amended from
time to time
"Voting Record Time" the date and time specified
in the Scheme Document by reference
to which entitlement to vote
at the Court Meeting or the
General Meeting (as applicable)
will be determined, expected
to be 6:00 p.m. on the day
which is two Business Days
before the date of the Court
Meeting or General Meeting
(as applicable) or, if the
Court Meeting or General Meeting
(as applicable) is adjourned,
6:00 p.m. on the day which
is two Business Days before
the date of such adjourned
meeting
For the purposes of this Announcement, " subsidiary ", "
subsidiary undertaking ", " undertaking " and " associated
undertaking " have the respective meanings given thereto by the
Companies Act.
All references to " pounds ", " pounds Sterling ", "GBP", "
Sterling ", " GBP ", " pence ", " penny " and " p " are to the
lawful currency of the United Kingdom.
All references to "US$", " $ ", " Dollars " US Dollars " are to
the lawful currency of the United States.
All the times and/or dates referred to in this Announcement are
to those times and/or dates in London, unless otherwise stated.
References to the singular include the plural and vice
versa.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ACQKKABNNBKBPND
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