TIDMDSN TIDMQXT
RNS Number : 4495E
Densitron Technologies PLC
03 November 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
3 November 2015
FOR IMMEDIATE RELEASE
RECOMMENDED ACQUISITION OF
DENSITRON TECHNOLOGIES PLC ("DENSITRON TECHNOLOGIES" or the
"COMPANY")
by
QUIXANT PLC ("QUIXANT")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Results of Court Meeting and General Meeting
The Densitron Technologies Board is pleased to announce that, at
the Court Meeting and the General Meeting held earlier today in
connection with the recommended acquisition by Quixant of the
entire issued and to be issued ordinary share capital of Densitron
Technologies, to be effected by way of a scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme"), Densitron
Technologies Shareholders voted to:
- approve the Scheme by the necessary majority at the Court
Meeting; and
- pass the two special resolutions proposed at the General
Meeting, namely:
- for the purposes of giving effect to the Scheme between the
Company and the holders of Scheme Shares, the Densitron
Technologies Directors (or a duly authorised committee thereof) be
authorised to take all such action as they may consider necessary
or appropriate for carrying the Scheme into effect; and;
- the articles of association of the Company be amended to
permit any shares issued after the Scheme Record Time to be
transferred to Quixant Plc.
Details and the full text of these resolutions passed are set
out in the notices of the Court Meeting and General Meeting
contained in the scheme document dated 9 October 2015 sent or made
available to Densitron Technologies Shareholders (the "Scheme
Document").
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement have the same meanings as given to
them in the Scheme Document. All percentages have been rounded to
two decimal places.
The number of Densitron Shares in issue at 6.00 pm on 30 October
2015, being the Scheme Voting Record Time, was 69,169,106
(excluding 500,000 Densitron Shares held as treasury shares).
Voting results of the Court Meeting
At the Court Meeting, the Scheme was approved by the requisite
majority of the Voting Scheme Shareholders who voted (either in
person or proxy) on a poll vote representing over 75 per cent. in
value of the Scheme Shares held or represented by such Voting
Scheme Shareholders. The details of the votes cast at the Court
Meeting were as follows:
Results Number of Percentage Number of Scheme Percentage of
of Court Scheme Shares of Scheme Shareholders Scheme Shareholders
Meeting voted Shares voted who voted who voted
----------- --------------- -------------- ----------------- ---------------------
FOR 43,316,087 99.94% 147 97.35%
----------- --------------- -------------- ----------------- ---------------------
AGAINST 27,700 0.06% 4 2.65%
----------- --------------- -------------- ----------------- ---------------------
TOTAL 43,343,787 100.00% 151 100.00%
----------- --------------- -------------- ----------------- ---------------------
Voting results of the Densitron General Meeting
At the General Meeting, the Special Resolutions to approve the
Scheme and for the articles of association of the Company to be
amended were passed by the requisite majority taken on a poll vote.
The results of the poll vote on the Special Resolutions were as
follows:
FOR AGAINST TOTAL WITHHELD
--------------------------- -------------------- ---------------- ------------- -------------
Special resolution No. of % No. of % No. of Votes No. of Votes
Votes Votes Votes Votes
--------------------------- ----------- ------- ------- ------- ------------- -------------
Special Resolution
to authorise the
Densitron Technologies
Directors to take
all such action
as they may consider
necessary or appropriate
for carrying the
Scheme into effect 43,180,462 99.95% 20,386 0.05% 43,200,848 1,000
--------------------------- ----------- ------- ------- ------- ------------- -------------
Special resolution
for the articles
of association
of the Company
to be amended
to permit any
shares issued
after the Scheme
Record Time to
be transferred
to Quixant Plc 43,166,374 99.93% 30,628 0.07% 43,197,002 4,846
--------------------------- ----------- ------- ------- ------- ------------- -------------
Effective Date and Timetable
Completion of the Acquisition remains subject to satisfaction or
waiver of the other Conditions set out in the Scheme Document
including the sanction of the Scheme by the Court and the delivery
of a copy of the Court Order to the Registrar of Companies.
The expected timetable of principal events for the
implementation of the Scheme is set out on page 8 of the Scheme
Document and partially reproduced in the Appendix to this
announcement.
It is currently expected that the Court Hearing to sanction the
Scheme will take place on 6 November 2015.
Subject to the Scheme receiving the sanction of the Court and
the satisfaction or waiver of the other Conditions, the Scheme is
expected to become Effective on 10 November 2015 with cheques being
despatched or settlement through CREST occurring within 14 days of
the Effective Date.
As announced by Densitron Technologies on 9 October 2015,
Densitron Technologies has applied to the London Stock Exchange for
trading in Densitron Technologies Shares on AIM to be suspended
with effect from 7.30 a.m. (London time) on 10 November 2015.
Densitron Technologies has also made an application to the
London Stock Exchange for the cancellation of the admission to
trading on AIM of, and cessation of dealings in, Densitron
Technologies Shares, in each case to be effective from 7:00 a.m.
(London time) on 11 October 2015.
If any of the key dates set out in the expected timetable
change, Densitron Technologies will give notice of this change by
issuing an announcement through a Regulatory Information Service.
Such announcement will, subject to certain restrictions, also be
available on Densitron Technologies' website at
www.densitron.com.
Subject to certain restrictions, a copy of this announcement and
the amended articles of association of the Company will also be
available on Densitron Technologies' website at
www.densitron.com.
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)
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.
(MORE TO FOLLOW) Dow Jones Newswires
November 03, 2015 12:13 ET (17:13 GMT)
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 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
(MORE TO FOLLOW) Dow Jones Newswires
November 03, 2015 12:13 ET (17:13 GMT)
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