Science Group PLC Investment in Frontier Smart Technologies Grp Ltd (1781C)
June 14 2019 - 2:00AM
UK Regulatory
TIDMSAG TIDMFST
RNS Number : 1781C
Science Group PLC
14 June 2019
14 June 2019
Science Group plc
Investment in Frontier Smart Technologies Group Limited
("Frontier")
Science Group plc ("Science Group") currently holds a total of
11,510,521 ordinary shares in Frontier, equivalent to 28.3% per
cent. of the voting share capital of Frontier.
Science Group has continued to try to engage with Frontier but
no tangible progress has been made since the first letter on 8 May
2019. In the opinion of Science Group, Frontier has consistently
tried to frustrate Science Group's proposal, most recently by the
notification to Science Group that deal-related bonuses have been
granted to the Executive Directors of Frontier, equivalent to 6
months' salary in addition to their contractual rights. Were
Frontier subject to the UK City Code on Takeovers and Mergers (the
"Code"), such changes to director terms of employment (which
Science Group considers material in the context of a transaction of
this size) could be deemed a frustrating action requiring approval
of the Takeover Panel and the bidder. The Frontier Board's asserted
application of the principles of the Code continues to be highly
selective.
Disclosure of Inside Information
On 12 June 2019, following a conversation with N+1 Singer,
adviser to Frontier, Panmure Gordon (UK) Limited ("Panmure Gordon",
adviser to Science Group) informed Science Group that N+1 Singer
had disclosed information in relation to Frontier which it
considered to be inside information ("Information") to Panmure
Gordon without Panmure Gordon's prior consent. Science Group
elected not to receive the Information and declined to be made
inside. For the avoidance of any doubt, Science Group has not
received the Information.
Science Group has been advised that, if Frontier cannot ensure
the confidentiality of the Information and the Information includes
inside information, Frontier has a regulatory obligation to
disclose the Information to the market immediately and has written
to Frontier accordingly. (Science Group and its advisers are not
subject to any non-disclosure or confidentiality agreements in
regard to the discussions with Frontier.) Science Group has not
received any substantive reply to this letter.
Given that Panmure Gordon became a non-consenting recipient of
the Information disclosed by N+1 Singer, and Science Group declined
to receive the Information, Panmure Gordon has regrettably had to
resign as Financial Adviser and Broker to Science Group in
connection with the proposed transaction. Panmure Gordon will
continue as Nomad and Corporate Broker to Science Group.
Non-Applicability of UK Takeover Code
Science Group reiterates that Frontier is not subject to the
Code as set out in the announcement on 20 May 2019. This means
that, among other provisions within the Code that do not apply,
Science Group is:
-- not under an obligation to make a mandatory offer for all the
shares of Frontier should its shareholding exceed 30%;
-- permitted to make any offer, should an offer be made, on less
favourable terms than have been or may be used to make purchases in
the market;
-- permitted to make different arrangements or offers with different shareholders; and
-- not subject to share trading restrictions in the Code.
Science Group may or may not make further purchases of Frontier
shares in the market and may or may not make an offer for Frontier.
There is no certainty that an offer will be made by Science Group
nor as to the terms of any such offer should one be made.
- Ends -
For further information:
Science Group plc
Martyn Ratcliffe, Chairman Tel: +44 (0) 1223 875
Sarah Cole, Company Secretary 200
Panmure Gordon (UK) Limited
Dominic Morley / Alina Vaskina (Nominated Tel: +44 (0) 20 7886
Adviser) 2500
Erik Anderson (Corporate Broking)
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
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