TIDMIND TIDMTTM
RNS Number : 6423J
IndigoVision Group PLC
14 April 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
FOR IMMEDIATE RELEASE
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
Posting of Scheme Document
On 17 March 2020, the Boards of Motorola Solutions, Bidco and
IndigoVision announced that they had reached agreement on the terms
of a recommended cash offer, to be made by Bidco to acquire the
entire issued and to be issued share capital of IndigoVision. The
Acquisition is intended to be effected by means of a scheme of
arrangement under Part 26 of the Companies Act 2006.
The IndigoVision Directors are pleased to announce that they
have today posted to IndigoVision Shareholders a circular in
relation to the Acquisition (the "Scheme Document"), setting out,
amongst other things, the full terms and conditions of the Scheme,
an explanatory statement pursuant to section 897 of the Companies
Act 2006, an expected timetable of principal events, notices of the
Court Meeting and General Meeting and details of the actions to be
taken by IndigoVision Shareholders, together with the Forms of
Proxy for the Court Meeting and the General Meeting.
Furthermore, IndigoVision and Motorola Solutions confirm that
they have today also posted appropriate proposals to participants
in the IndigoVision Share Plans in accordance with Rule 15 of the
Code (the "Rule 15 Proposals").
Capitalised terms in this announcement (the "Announcement"),
unless otherwise defined, have the same meanings as set out in the
Scheme Document. Copies of this Announcement, the Scheme Document
and the Rule 15 Proposals will be available free of charge (subject
to certain restrictions relating to persons in Restricted
Jurisdictions) on IndigoVision's website at
www.indigovision.com/investors and on Motorola Solutions' website
at www.motorolasolutions.com /investors up to and including the
Effective Date. The contents of these websites are not incorporated
into, and do not form part of, this Announcement.
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. N+1 Singer are
providing independent financial advice to the IndigoVision
Directors for the purposes of Rule 3 of the Code and, in providing
such advice, have taken into account the commercial assessments of
the IndigoVision Directors.
Accordingly, the IndigoVision Directors believe that the terms
of the Acquisition are in the best interests of IndigoVision
Shareholders as a whole and recommend unanimously that IndigoVision
Shareholders vote or procure votes in favour of the Resolutions to
be proposed at the Court Meeting and the General Meeting, as the
IndigoVision Directors have irrevocably undertaken to do (or
procure to be done) in respect of their own beneficial
holdings.
Notices of the Court Meeting and General Meeting
As detailed further in the Scheme Document, the Scheme is
subject to the Conditions. To become effective, the Scheme
requires, among other things, that the requisite majorities of
Scheme Shareholders vote in favour of the Scheme at the Court
Meeting and that the requisite majorities of IndigoVision
Shareholders vote in favour of the special resolution to be
proposed at the General Meeting.
Notices convening the Court Meeting and the General Meeting for
10.00 a.m. and 10.15 a.m. respectively on 11 May 2020 (or, in
respect of the General Meeting, as soon thereafter as the Court
Meeting is concluded or adjourned), to be held at Charles Darwin
House, Edinburgh Technopole, Milton Bridge, Edinburgh EH26 0PY, are
set out in the Scheme Document. Forms of Proxy for use at such
Meetings are enclosed with the Scheme Document.
It is important that, for the Court Meeting in particular, as
many votes as possible are cast so that the Court may be satisfied
that there is a fair and reasonable representation of Scheme
Shareholder opinion. IndigoVision Shareholders are therefore
strongly urged to complete, sign and return their Forms of Proxy or
appoint a proxy electronically, as soon as possible.
Impact of COVID-19 on the Court Meeting and the General
Meeting
IndigoVision is closely monitoring all developments relating to
the current COVID-19 pandemic, including the measures mandated or
recommended by the UK and Scottish governments regarding public
health, public gatherings and travel. IndigoVision considers the
health, safety and security of IndigoVision Shareholders and
IndigoVision Group employees of paramount importance and will
observe all measures related to COVID-19 mandated or recommended by
the UK or Scottish governments. At the Last Practicable Date, there
is a legal prohibition in Scotland on public gatherings of more
than two people, subject to two limited exceptions:
-- where the gathering is of a group of people who live together; and
-- where the gathering is essential for work purposes, or to
fulfil legal obligations (the "Public Gathering Restrictions").
As a result of the Public Gathering Restrictions, the
IndigoVision Board understands that attendance at the Meetings
would not be considered "essential for work purposes" or required
to fulfil legal obligations. As a consequence, the IndigoVision
Board has concluded that, unless the Public Gathering Restrictions
are lifted, IndigoVision Shareholders should not attend the
Meetings in person. It is therefore currently intended that the
Meetings will be held with only two members of the IndigoVision
Board (who are both IndigoVision Shareholders) being present in
person so as to constitute a quorum at each Meeting. In line with
the recent guidance issued by The Chartered Governance Institute
and reviewed by the UK Department for Business, Energy and
Industrial Strategy, to ensure the safety of the limited number of
people whose attendance is essential and to comply with the Public
Gathering Restrictions, no other IndigoVision Shareholders will be
permitted access to the Meetings. Although this outcome is highly
undesirable, the IndigoVision Board believes that, in the
circumstances, there is no alternative to ensure the health, safety
and security of attendees and to allow the business of the Meetings
to be transacted in accordance with the Public Gathering
Restrictions.
Given the Public Gathering Restrictions, it is essential that
IndigoVision Shareholders vote by proxy on the Scheme Resolution
and the Special Resolution. Accordingly, the IndigoVision Board
urges all IndigoVision Shareholders in the strongest possible terms
to appoint the chairman of the Court Meeting and the General
Meeting as their proxy (either electronically or by post through
the printed Forms of Proxy) with their voting instructions. The
failure of an IndigoVision Shareholder to do so, in the absence of
any intervening change to the Public Gathering Restrictions, will
result in that IndigoVision Shareholder being unable to vote on
either the Scheme Resolution or the Special Resolution.
IndigoVision Shareholders should also be aware that, in relation
to the printed Forms of Proxy, Royal Mail has indicated that it is
likely that some areas of the country will experience a reduction
in service levels due to absences at their local mail centre or
delivery office due to the COVID-19 pandemic. Accordingly, in order
to ensure that your vote on the Scheme Resolution and the Special
Resolution is registered and counted, the IndigoVision Board
recommends that:
-- if possible, voting by proxy should be undertaken online or,
for eligible IndigoVision Shareholders, through CREST in the manner
described below under the headings "Online appointment of proxies"
and "Electronic appointment of proxies through CREST"; and
-- if voting by proxy is undertaken through submission of the
printed Forms of Proxy, these Forms of Proxy should be completed
and sent to the Company's registrar, Computershare Investor
Services PLC, as soon as possible.
The Company will continue to monitor the advice issued by the UK
Government and will make further arrangements and contingencies as
necessary. The Company will provide any updates on the arrangements
for the Meetings on its website at www.indigovision.com/investors
.
Cancellation of admission of IndigoVision Shares to trading on
AIM
If the Scheme becomes effective in accordance with its terms, it
is expected that dealings in IndigoVision Shares will be suspended
at the close of business on 15 June 2020 and subsequently
IndigoVision Shares will be cancelled from admission to trading on
AIM at 7.00 a.m. on 17 June 2020. These dates will depend, among
other things, on the date on which the Court sanctions the Scheme.
A further announcement will be made in the event that any of these
dates change.
Dividend
The preliminary results released by IndigoVision on 5 March 2020
stated that the IndigoVision Board proposed a final dividend of 2
pence per IndigoVision Share for the financial year ended 31
December 2019, subject to approval by IndigoVision Shareholders at
the 2020 annual general meeting. IndigoVision Shareholders are
reminded, as stated by the IndigoVision Board in the Announcement,
in light of the Acquisition, the IndigoVision Board has resolved to
withdraw the proposal for the final dividend, conditional upon and
with effect from the Effective Date. Accordingly, assuming the
Scheme becomes effective, this dividend will not be paid.
Expected Timetable of Principal Events
The current expected timetable of principal events for the
implementation of the Scheme is set out below and in the Scheme
Document. If any of the key dates set out in the expected timetable
changes, an announcement will be made through a Regulatory
Information Service.
All times shown in this Announcement are references to London
time unless otherwise stated.
Event Time / date
Latest time for lodging BLUE Form of Proxy 10.00 a.m. on 6 May
for the Court Meeting 2020
Latest time for lodging WHITE Form of Proxy 10.15 a.m. on 6 May
for the General Meeting 2020
Voting Record Time for the Court Meeting 6.00 p.m. on 9 May
and the General Meeting 2020
Court Meeting 10.00 a.m. on 11 May
2020
General Meeting 10.15 a.m. on 11 May
2020
The dates and times below are indicative only and subject to
change - please see note (4)
Court Hearing (to sanction the Scheme) D
Last day of dealings in, and for registration D+1
of transfers of, and disablement in CREST
of, IndigoVision Shares
Scheme Record Time 6.00 p.m. on D+1
Suspension of trading of IndigoVision Shares close of business
on AIM on D+1
Effective Date of the Scheme D+2
Cancellation of admission of IndigoVision 7.00 a.m. on D+3
Shares to trading on AIM
Dispatch of cheques and crediting of CREST No later than D+16
stock accounts for the Cash Consideration
due under the Scheme
Long Stop Date 31 August 2020
Notes :
(1) The BLUE Forms of Proxy must be lodged by 10.00 a.m. on 6
May 2020 in order to be valid (or, in the case of an adjournment,
not later than 48 hours (excluding any part of a day that is not a
working day) before the time fixed for the holding of the adjourned
Court Meeting). The WHITE Forms of Proxy for the General Meeting
must be lodged by 10.15 a.m. on 6 May 2020 in order to be valid
(or, in the case of an adjournment, not later than 48 hours
(excluding any part of a day that is not a working day) before the
time fixed for the holding of the adjourned General Meeting).
(2) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the adjourned Meeting will be
6.00 p.m. on the date two days before the date set for the
adjourned Meeting. In the event of an adjournment of the Court
Hearing or the General Meeting, or a decision by the IndigoVision
Board to propose such an adjournment, IndigoVision will give notice
promptly by issuing an announcement through a Regulatory
Information Service. If the Meeting is adjourned to a specified
date, the announcement will set out the relevant details. If the
Meeting is adjourned without at the same time specifying a date for
the adjourned meeting, a further announcement will be issued when
the new date has been set.
(3) In the event that the Court Meeting concludes after 10.15
a.m. on 11 May 2020, the General Meeting will follow as soon as
possible thereafter.
(4) These dates and times will depend, among other things, on
the date on which the Court sanctions the Scheme, on whether or
when the Conditions are satisfied or, where applicable, waived and
on the date of delivery of the office copy of the Court Order to
the Registrar of Companies.
(5) The Court Hearing to sanction the Scheme is subject to
change and Court and judicial availability. Subject to the
preceding sentence, the Court Hearing is currently expected to be
held on or around 12 June 2020.
(6) This is the latest date by which the Scheme must be
implemented unless IndigoVision and Bidco agree on a later date,
subject to the consent of the Panel and, where required, the
approval of the Court.
(7) Unless otherwise stated, all references to times are to London time.
(8) Any references to 'D' or to a day or days after 'D' are references to a Business Day.
If any of the indicative dates change or, in the case of the
Court Hearing, become known, IndigoVision will give notice of the
same by issuing an announcement through a Regulatory Information
Service and by publishing the announcement on its website at
www.indigovision.com/investors .
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/investors and
www.indigovision.com/investors 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.
General
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under the Financial Services and Markets Act 2000 (as
amended) if you are resident in the United Kingdom or, if not, from
another appropriate authorised independent financial adviser.
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
SOAFLFVRSLISLII
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