TIDMKBC
RNS Number : 1608O
KBC Advanced Technologies plc
05 February 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
5 February 2016
RECOMMENDED CASH ACQUISITION
of
KBC Advanced Technologies plc
by
ATI Global Optimisation Ltd (a wholly-owned subsidiary of Aspen
Technology, Inc.)
(to be implemented by way of a scheme of arrangement under Part
26 of the Companies Act)
Posting of the Scheme Document
On 12 January 2016, it was announced that KBC Advanced
Technologies plc ("KBC") and Aspen Technology, Inc. ("AspenTech")
had reached agreement on the terms of a recommended all cash
acquisition by which the entire issued and to be issued share
capital of KBC will be acquired by ATI Global Optimisation Ltd
("Global Optimisation"). The Acquisition is to be effected by means
of a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act. Under the terms of the Acquisition, KBC Shareholders
holding Scheme Shares at the Scheme Record Time shall be entitled
to receive 185 pence in cash for each Scheme Share held.
The boards of KBC and AspenTech announce that KBC is today
posting to KBC Shareholders a scheme document in relation to the
Acquisition, setting out, amongst other things, the full terms and
conditions of the Scheme, an explanatory statement pursuant to
section 897 of the Companies Act, an expected timetable of
principal events, notices of the Court Meeting and General Meeting
and details of the actions to be taken by KBC Shareholders (the
"Scheme Document") , together with the Forms of Proxy for the Court
Meeting and the General Meeting. KBC is today also posting the
Scheme Document to holders of options or awards under the KBC Share
Schemes.
As further detailed in the Scheme Document, to become effective,
amongst other things, the Scheme requires the approval of Scheme
Shareholders to vote in favour of the Scheme at the Court Meeting
and KBC Shareholders vote in favour of the Special Resolution to be
proposed at the General Meeting. Notices convening the Court
Meeting and the General Meeting, respectively for 10.00 a.m. on 29
February 2016 and 10.15 a.m. on 29 February 2016 (or as soon
thereafter as the Court Meeting is concluded or adjourned) to be
held at the offices of CMS Cameron McKenna LLP, Cannon Place, 78
Cannon Street, London EC4N 6AF, are set out in the Scheme Document.
Forms of Proxy for use at such meetings are enclosed with the
Scheme Document. If the Scheme is approved by the Scheme
Shareholders, the Special Resolution is approved by the KBC
Shareholders, the Court sanctions the Scheme and the Scheme becomes
effective in accordance with its terms, then the KBC Shares will be
cancelled from trading on AIM at 7.00 a.m. on 11 March 2016.
It is important that, for the Court Meeting, as many votes as
possible are cast so that the Court may be satisfied that there is
a fair and reasonable representation of the Scheme Shareholders'
opinion. Scheme Shareholders are therefore strongly urged to
complete, sign and return the Forms of Proxy (once received) as
soon as possible.
Capitalised terms in this announcement (the "Announcement"),
unless otherwise defined, have the same meanings as set out in the
Scheme Document.
Timetable
The expected timetable of principal events for the
implementation of the Scheme is set out below. If any of the key
dates set out in the expected timetable change, an announcement
will be made through a Regulatory Information Service.
All references to time in this Announcement are to London, UK
time.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Expected Time and/or date
--------------------------------------------
Latest time for lodging
Forms of Proxy for the:
10.00 a.m. on 25 February
* Court Meeting (BLUE form) 20161
10.15 a.m. on 25 February
* General Meeting (WHITE form) 20162
Voting Record Time 6.00 p.m. on 25 February
20163
Court Meeting 10.00 a.m. on 29 February
2016
General Meeting 10.15 a.m. on 29 February
20164
Certain of the following dates are indicative
only and are subject to change (please see note
(5) below)5
Last day of dealings on 8 March 2016
AIM in KBC Shares5
Court Sanction Date5 8 March 2016
Dealings in KBC Shares 7.30 a.m. on 9 March 2016
on AIM suspended5
Scheme Record Time5 6.00 p.m. on 9 March 2016
Effective Date of the 10 March 20166
Scheme5
Cancellation of admission 7.00 a.m. on 11 March
to trading on AIM of KBC 2016
Shares5
Despatch of cheques and within 14 days of the
crediting of CREST for Effective Date
Consideration due under
the Scheme
Long-Stop Date7 12 May 2016
1 It is requested that BLUE Forms of Proxy for
the Court Meeting be lodged not later than 48
hours prior to the time appointed for the Court
Meeting (excluding any part of such 48 hour period
falling on a day that is not a Business Day).
Blue Forms of Proxy not so lodged may be handed
to the Registrar (on behalf of the chairman of
the Court Meeting) before the start of the Court
Meeting and will still be valid.
2 WHITE Forms of Proxy for the General Meeting
must be lodged not later than 48 hours prior to
the time appointed for the General Meeting (excluding
any part of such 48 hour period falling on a day
that is not a Business Day).
3 If either the Court Meeting or the General Meeting
is adjourned, the Voting Record Time for the relevant
adjourned meeting will be 6.00 p.m. on the day
which is two Business Days prior to the date of
the adjourned meeting.
4 Or as soon thereafter as the Court Meeting shall
have concluded or been adjourned.
5 These dates are indicative only and will depend,
among other things, on the date upon which (i)
the Court sanctions the Scheme, and (ii) the Court
Order is delivered to the Registrar of Companies.
KBC will give adequate notice of all of these
dates, when known, by issuing an announcement
through a Regulatory Information Service and by
posting notice of these dates on its website (http://ir.kbcat.com/home/).
Further updates of changes to other times or dates
indicated above shall at KBC's discretion, be
notified in the same way.
6 This date will be the date the Court Order is
delivered to the Registrar of Companies.
7 This is the latest date by which the Scheme
may become effective unless KBC and Global Optimisation
agree, with the consent of the Takeover Panel
and (if required) the Court, a later date.
-------------------------------------------------------------------------------
Intention to grant share options under the KBC Discretionary
Share Option Plan 2013 (the "DSOP")
In accordance with an indication given to the prospective
optionholders some time prior to discussions in relation to the
Acquisition commencing and conditional on the Court sanction of the
Scheme, KBC intends to grant further KBC Options under the DSOP
over 562,500 KBC Shares to Eric Dodd, Andrew Howell and Kevin Smith
(each being directors of KBC) after the Court Hearing (but before
the Scheme Record Time). These options will have an exercise price
of 2.5 pence per KBC Share and will be a mixture of career options
and share price target options. They will be granted as
follows:
Career options Share price target
options
Eric Dodd 90,000 60,000
Andrew Howell 135,000 90,000
Kevin Smith 112,500 75,000
TOTAL 337,500 225,000
Immediately following the grant of these options, the total
numbers of KBC Shares under option held by these directors will be
250,000 KBC Shares (Eric Dodd), 511,500 KBC Shares (Andrew Howell)
and 399,000 KBC Shares (Kevin Smith).
The career options to be granted to Eric Dodd, Andrew Howell and
Kevin Smith over a total of 337,500 KBC Shares will vest and become
exercisable in full on grant because of the sanction of the Scheme
by the Court at the Court Hearing. Based on a Consideration cash
payment of 185 pence per Scheme Share, the share price target
options to be granted to Eric Dodd, Andrew Howell and Kevin Smith
will vest and become exercisable on grant over 75,000 KBC Shares
because of the sanction of the Scheme by the Court at the Court
Hearing. The balance of the share price target options granted to
Eric Dodd, Andrew Howell and Kevin Smith over 150,000 KBC Shares
will lapse on the Effective Date.
February 05, 2016 10:51 ET (15:51 GMT)
This Announcement and the Scheme Document (including information
incorporated by reference in this Announcement and the Scheme
Document) contain certain forward-looking statements with respect
to AspenTech, Global Optimisation and KBC. These forward-looking
statements can be identified by the fact that they do not relate
only to historical or current facts. Forward-looking statements
often use words such as "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "aim", "will",
"may", "would", "could" or "should" or other words of similar
meaning or the negative thereof. Forward-looking statements include
statements relating to the following: (i) future capital
expenditures, expenses, revenues, economic performance, financial
conditions, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
the operations of the AspenTech Group or the KBC Group; and (iii)
the effects of government regulation on the business of the
AspenTech Group or the KBC Group.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of any such person, or
industry results, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are
based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which
each will operate in the future. You are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date hereof. All subsequent oral or written
forward-looking statements attributable to AspenTech, Global
Optimisation or KBC or any persons acting on their behalf are
expressly qualified in their entirety by the cautionary statement
above. None of AspenTech, Global Optimisation or KBC undertake any
obligation to update publicly or revise forward-looking or other
statements contained in this Announcement or the Scheme Document,
whether as a result of new information, future events or otherwise,
except to the extent legally required.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this
Announcement and the Scheme Document will be made available
(subject to certain restrictions relating to persons resident in
Restricted Jurisdictions), free of charge, at AspenTech's website
at www.aspentech.com/corporate/press/press-releases.aspx and KBC's
website at http://ir.kbcat.com/home/ by no later than 12 noon on 8
February 2016.
Neither the contents of these websites nor the content of any
other website accessible from hyperlinks on such websites is
incorporated into, or forms part of, this Announcement or the
Scheme Document.
In accordance with Rule 30.2 of the Code, a person so entitled
may request a hard copy of this Announcement and the Scheme
Document, free of charge, by contacting the Registrar,
Computershare Investor Services PLC at The Pavilions, Bridgwater
Road, Bristol BS99 6ZY or by telephone on 0370 707 1099 (from
within the UK) or +44 370 707 1099 (from outside the UK). For
persons who receive copies in electronic form or via a website
notification, hard copies will not be sent unless so requested. In
accordance with Rule 30.2 of the Code, a person so entitled may
also request that all future documents, announcements and
information to be sent to them in relation to the Acquisition
should be in hard copy form.
Information relating to KBC Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by KBC Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from KBC may be provided to AspenTech during the
Offer Period as required under Section 4 of Appendix 4 of the Code
to comply with Rule 2.12(c) of the Code.
Right to switch to a Takeover Offer
AspenTech reserves the right to elect, with the consent of the
Takeover Panel, to implement the Acquisition by way of a Takeover
Offer for the entire issued and to be issued share capital of KBC
as an alternative to the Scheme. In such an event, the Takeover
Offer will be implemented on the same terms or, if AspenTech so
decides, on such other terms being no less favourable (subject to
appropriate amendments), so far as applicable, as those which would
apply to the Scheme and subject to the amendment referred to in
Part 3 of the Scheme Document.
Disclosure Requirements of the Code
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 pm (London time) on the 10th business day (as defined in the
Code) following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day (as defined in the Code) 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 pm (London time) on the business
day (as defined in the Code) 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 Takeover 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 Takeover 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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