TIDMDSN TIDMQXT
RNS Number : 7412B
Densitron Technologies PLC
09 October 2015
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
9 October 2015
RECOMMENDED CASH ACQUISITION
for
Densitron Technologies plc ("Densitron Technologies")
by
Quixant plc ("Quixant")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
On 25 September 2015, the boards of Quixant and Densitron
Technologies announced that they had reached agreement on the terms
of a recommended cash acquisition pursuant to which Quixant will
acquire the entire issued and to be issued ordinary share capital
of Densitron Technologies (the "Acquisition"). The Acquisition is
intended to be effected by means of a Court sanctioned scheme of
arrangement under Part 26 of the Companies Act (the "Scheme").
Densitron Technologies is pleased to announce that a circular in
relation to the Scheme (the "Scheme Document") containing, amongst
other things, the full terms and conditions of the Scheme, an
explanatory statement in relation to the Scheme, an indicative
timetable of principal events, notices of the required meetings of
Densitron Technologies Shareholders and Voting Scheme Shareholders
and details of the action to be taken by each has been published
today and is being posted to them.
As described in the Scheme Document, in order to approve the
terms of the Acquisition, the Voting Scheme Shareholders will need
to vote in favour of the resolution to be proposed at the Court
Meeting and Densitron Technologies Shareholders will need to vote
in favour of the resolutions to be proposed at the General Meeting.
The Scheme will also require the sanction of the Court.
Shareholders will shortly also receive the Forms of Proxy required
to vote at the Court Meeting and General Meeting. Shareholders
should carefully read the Scheme Document in its entirety before
making a decision with respect to voting.
The Court Meeting and the General Meeting are scheduled to be
held at the offices of Bircham Dyson Bell LLP at 50 Broadway,
Westminster, London SW1H 0BL on 3 November 2015 with the Court
Meeting scheduled to commence at 11.00 a.m. and the General Meeting
scheduled to commence at 11.10 a.m. (or as soon thereafter as the
Court Meeting has been concluded or adjourned).
Actions to be taken by shareholders are set out within the
Scheme Document. Shareholders are asked to complete and return both
Forms of Proxy in accordance with the instructions within the
Scheme Document as soon as possible, but in any event so as to be
received by Densitron Technologies registrars, Capita Asset
Services, not later than 48 hours before the relevant meeting
(excluding any part of such 48 hour period falling on a weekend or
a public holiday in the UK). Shareholders who hold Densitron
Technologies Shares in CREST may also appoint a proxy using CREST
by following the instructions set out within the Scheme Document.
If the blue form of proxy for the Court Meeting is not lodged by
the relevant time, it may be handed to the Chairman of the Court
Meeting at the Court Meeting. However, in the case of the General
Meeting, if the pink form of proxy is not lodged by the relevant
time, it will be invalid.
Subject to the approval of Voting Scheme Shareholders at the
Court Meeting and Densitron Technologies Shareholders at the
General Meeting, the sanction of the Scheme by the Court and the
satisfaction or waiver of the other conditions to which the Scheme
is subject, it is expected that the Scheme will become effective on
10 November 2015. The expected timetable of principal events for
the implementation of the Acquisition is attached as an Appendix to
this announcement. If any of the key dates set out in the expected
timetable change, an announcement will be made via a Regulatory
Information Service.
Shareholders should be aware that on completion of the
Acquisition, the Company will become a wholly-owned subsidiary of
Quixant and Densitron Technologies Shareholders and Voting Scheme
Shareholders should note that if the Scheme is approved at the
Meetings and the Acquisition completes, trading in the Densitron
Technologies Shares will be cancelled. A request has been made to
the London Stock Exchange to cancel trading in the Densitron
Technologies Shares on AIM at 7.00am on the business day following
the Effective Date without seeking the separate approval of
Densitron Technologies Shareholders under Rule 41 of the AIM Rules
for Companies.
It is also expected that trading of the Densitron Technologies
shares on AIM will be suspended at 7:30 a.m. on 10 November 2015.
Following the AIM cancellation, Densitron Technologies Shares will
not be quoted on any publicly quoted market in the United Kingdom
or elsewhere.
Share certificates in respect of Densitron Technologies Shares
will cease to be valid and should be destroyed upon the Scheme
taking effect. In addition, entitlements held within CREST to
Densitron Technologies Shares will be cancelled upon, or shortly
after, the Scheme taking effect. As soon as possible after
completion of the Acquisition, it is intended that Densitron
Technologies will be re-registered as a private limited
company.
If Densitron Technologies Shareholders have any questions about
the Scheme Document, the Court Meeting or the General Meeting, or
are in any doubt as to how to complete the forms of proxy, they are
encouraged to call Capita Asset Services on 0371 664 0321 from
within the UK or on + 44 20 8639 3399 if calling from outside the
UK. Calls are charged at the standard geographic rate and will vary
by provider. Calls outside the United Kingdom will be charged at
the applicable international rate. The helpline is open between
9.00 am - 5.30 pm, Monday to Friday excluding public holidays in
England and Wales. Different charges may apply to calls from mobile
telephones and calls may be recorded and randomly monitored for
security and training purposes. The helpline cannot give any legal,
tax or financial advice or advice on the merits of the Scheme.
Copies of this announcement and the Scheme Document will be
available for inspection free of charge, subject to certain
restrictions relating to persons in certain overseas jurisdictions,
on the Densitron Technologies website at http://www.densitron.com
up to and including the Effective Date. The contents of the website
referred to in this announcement are not incorporated into, and do
not form part of, this announcement.
Capitalised terms used in this announcement (including the
Appendix) but not defined have the same meaning as in the Scheme
Document.
For further information or enquiries please contact:
Quixant plc Tel: +44 (0) 1223 892696
Nick Jarmany, Chief Executive Officer
Jon Jayal, General Manager
finnCap Ltd (financial adviser to Quixant) Tel: +44(0) 20 7220
0500
Matt Goode (Corporate Finance)
Grant Bergman (Corporate Finance)
Simon Johnson (Corporate Broking)
Malar Velaigam (Institutional Sales)
Alma PR (public relations adviser to Quixant)
John Coles Tel: +44 (0) 7836 273
660
Hilary Buchanan Tel: +44 (0) 7515 805
218
Densitron Technologies plc Tel: +44 (0) 207 648
4200
Grahame Falconer, Chief Executive Officer
Tim Pearson, Group Finance Director
Westhouse Securities Limited (financial and Tel: +44 (0) 20 7601
nominated adviser and broker to Densitron Technologies) 6100
Robert Finlay
Alastair Stratton
David Coaten
IFC Advisory PR (adviser to Densitron Technologies) Tel: +44 (0) 203 053
Tim Metcalfe, Managing Director 8671
IMPORTANT NOTICES
finnCap Ltd, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as financial
adviser to Quixant and no one else in connection with the matters
referred to in this Announcement. In connection with these
matters, finnCap, its affiliates and their respective directors,
officers, employees and agents will not regard any other person
as their client, nor will they be responsible to anyone other
than Quixant for providing the protections afforded to the
clients of finnCap nor for providing advice in relation to
the matters referred to in this Announcement.
Westhouse Securities Limited, which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom, is
acting exclusively for Densitron Technologies as financial
adviser, nominated adviser and broker and no one else in connection
with the matters referred to in this Announcement and will
not be responsible to anyone other than Densitron Technologies
for providing the protections afforded to clients of Westhouse
Securities Limited, or for providing advice in connection with
the Acquisition or any other matter referred to in this Announcement.
This Announcement has been prepared for the purpose of complying
with the laws of England and Wales, the Code, the Disclosure
and Transparency Rules of the FCA, the AIM Rules and the rules
of the London Stock Exchange and the information disclosed
may not be the same as that which would have been disclosed
if this Announcement had been prepared in accordance with the
laws of jurisdictions outside England and Wales.
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,
(MORE TO FOLLOW) Dow Jones Newswires
October 09, 2015 02:00 ET (06:00 GMT)
pursuant to the Acquisition or otherwise. The Acquisition will
be made solely by means of the Scheme Document or any document
by which the Acquisition is made which will contain the full
terms and conditions of the Acquisition, including details
of how to vote in respect of the Scheme. Any decision in respect
of, or other response to, the Acquisition should be made only
on the basis of the information contained in the Scheme Document.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
The release, publication or distribution of this Announcement
in certain jurisdictions may be restricted by law. Persons
who are not resident in the United Kingdom or who are subject
to other jurisdictions should inform themselves of, and observe,
any applicable requirements. Further details in relation to
overseas shareholders will be contained in the Scheme Document.
US investors in Densitron Technologies
The Acquisition relates to shares of a UK company and is proposed
to be effected by means of a scheme of arrangement under the
laws of England and Wales. A transaction effected by means
of a scheme of arrangement is not subject to the proxy solicitation
or tender offer rules under the US Securities Exchange Act
of 1934. Accordingly, the Scheme is subject to the disclosure
requirements, rules and practices applicable in the United
Kingdom to schemes of arrangement, which differ from the requirements
of the US proxy solicitation and tender offer rules. However,
if Quixant were to elect to implement the Acquisition by means
of a Takeover Offer, such Takeover Offer will be made in compliance
with all applicable laws and regulations, including the US
tender offer rules, to the extent applicable.
Restricted Jurisdictions
Unless otherwise determined by Quixant 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 form within a Restricted Jurisdiction or any other jurisdiction
if to do so would constitute a violation of the laws of that
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. 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.
The availability of the Acquisition to Densitron Technologies
Shareholders who are not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions in which
they are resident. Persons who are not resident in the United
Kingdom should inform themselves of, and observe, any applicable
requirements.
Cautionary Note Regarding Forward Looking Statements
This Announcement contains statements that are or may be deemed
to be forward looking with respect to the financial condition,
results of operations and business of Densitron Technologies
and certain plans and objectives of the Densitron Technologies
Board and the Quixant Board accordingly. These forward looking
statements can be identified by the fact that they are prospective
in nature and do not relate to historical or current facts.
These estimates are based on assumptions and assessments made
by the Densitron Technologies Board or Quixant in light of
their experience and their perception of historical trends,
current conditions, expected future developments and other
factors they believe appropriate.
Without limitation, any statements preceded or followed by
or that include the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "should", "could", "would", "may",
"anticipates", "estimates", "synergy", "cost-saving", "projects",
"goal" or "strategy" or, words or terms of similar substance
or the negative thereof, are forward looking statements. Forward
looking statements include statements relating to the following:
(i) future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business
and management strategies and the expansion and growth of Quixant's
or Densitron Technologies' operations and potential synergies
resulting from the Acquisition; and (iii) the effects of government
regulation on Quixant's or Densitron Technologies' business.
These forward looking statements are made as at the date of
this Announcement and are not guarantees of future financial
performance. Except as expressly provided in this Announcement,
they have not been reviewed by the auditors of Quixant or Densitron
Technologies. Such forward looking statements involve known
and unknown risks and uncertainties that could significantly
affect expected results and are based on certain key assumptions.
Many factors could cause actual results to differ materially
from those projected or implied in any forward looking statements.
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 hereof. All subsequent oral
or written forward looking statements attributable to Quixant
or Densitron Technologies or any of their respective members,
directors, officers or employees or any persons acting on their
behalf are expressly qualified in their entirety by the cautionary
statement above. Quixant or Densitron Technologies disclaim
any obligation to update any forward looking or other statements
contained herein, except as required by applicable law.
Dealing Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested
in 1 per cent. or more of any class of relevant securities
of Densitron Technologies 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) Densitron Technologies
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 Densitron Technologies 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 per cent. or more of any class of relevant
securities of Densitron Technologies or of any securities exchange
offeror(s) must make a Dealing Disclosure if the person deals
in any relevant securities of Densitron Technologies 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) Densitron
Technologies and (ii) any securities exchange offeror(s), save
to the extent that these details have previously been disclosed
under Rule 8 of the Code. A Dealing Disclosure by a person
to whom Rule 8.3(b) of the Code 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 Densitron Technologies
or a securities exchange offeror, they will be deemed to be
a single person for the purpose of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by Densitron
Technologies and by any offeror and Dealing Disclosures must
also be made by Densitron Technologies, by any offeror(s) and
by any persons acting in concert with any of them (see Rules
8.1, 8.2 and 8.4 of the Code).
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.
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