TIDMSEPU
RNS Number : 1244G
Sepura PLC
24 May 2017
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 OF
SUCH JURISDICTION
24 May 2017
RECOMMENDED CASH OFFER
for
SEPURA PLC
by
Project Shortway Limited, a wholly-owned subsidiary of
HYTERA COMMUNICATIONS CORPORATION LIMITED
to be effected
by way of a scheme of arrangement
under Part 26 of the Companies Act 2006
Scheme of arrangement becomes effective
On 22 May 2017, the boards of Sepura plc ("Sepura") and Hytera
Communications Corporation Limited ("Hytera") announced that the
High Court of Justice in England and Wales had sanctioned the
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme") by which the recommended cash offer made by Project
Shortway Limited ("Bidco"), a wholly-owned subsidiary of Hytera,
for the entire issued and to be issued share capital of Sepura (the
"Acquisition") is being implemented.
Sepura and Hytera today announce that, following the delivery of
the Court Order to the Registrar of Companies, the Scheme has now
become effective in accordance with its terms and the entire issued
and to be issued share capital of Sepura is now owned by Bidco.
Each Scheme Shareholder whose name appeared in the register at
the Scheme Record Time, being 6.00 p.m. on 23 May 2017, will
receive 20 pence in cash for each Scheme Share held (the
"Consideration"). The Consideration will be settled by or on behalf
of Bidco within 14 days of the date of this announcement. Full
settlement details, including those relating to Scheme Shares
issued under the Sepura Share Schemes, are set out in the scheme
document published on 16 January 2017 in relation to the
Acquisition (the "Scheme Document").
Dealings in Sepura Shares on the London Stock Exchange's main
market for listed securities and the listing of Sepura Shares on
the premium listing segment of the Official List of the UK Listing
Authority have each been suspended. Applications have been made to
the UK Listing Authority and the London Stock Exchange in relation
to the delisting of Sepura Shares from the premium listing segment
of the Official List of the UK Listing Authority and the
cancellation of the admission to trading of Sepura Shares on the
London Stock Exchange's main market for listed securities, which
are expected to take place at 8.00 a.m. tomorrow, 25 May 2017.
Full details of the Acquisition are set out in the Scheme
Document. Capitalised terms used but not otherwise defined in this
announcement have the meanings given to them in the Scheme
Document.
Enquiries:
Sepura
David Barrass (Interim Chief Executive Officer) Tel: +44 (0)
1223 876 000
Richard Smith (Chief Financial Officer)
Peter Connor (Investor Relations)
Lazard (Financial adviser to Sepura)
Cyrus Kapadia Tel: +44 (0) 20 7187 2000
Nicholas Page
Liberum (Corporate broker to Sepura)
Steve Pearce Tel: +44 (0) 20 3100 2224
Jonathan Wilkes-Green
Instinctif Partners (Public relations adviser to Sepura)
Adrian Duffield Tel: +44 (0) 20 7457 2020
Kay Larsen
Chantal Woolcock
Hytera
Nuo Xu (Chief Investment Officer) Tel: +86 755 2697 2999
Zhiyong Tian (Securities Affairs Representative)
Smith Square Partners (Financial adviser to Hytera and
Bidco)
Jonathan Coddington Tel: +44 (0) 20 3696 7260
Jade Jack
Important Information
Lazard & Co., Limited, which is authorised and regulated by
the FCA in the United Kingdom, is acting exclusively for Sepura and
no one else in connection with the Acquisition and will not be
responsible to anyone other than Sepura for providing the
protections afforded to clients of Lazard nor for providing advice
in relation to the Acquisition or any other matters referred to in
this announcement. Neither Lazard nor any of its affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Lazard in
connection with this announcement, any statement contained herein
or otherwise.
Liberum, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively as corporate broker to Sepura
and no one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than
Sepura for providing the protections afforded to clients of Liberum
nor for providing advice in relation to the matters referred to in
this announcement.
Smith Square Partners LLP, which is authorised and regulated by
the FCA in the United Kingdom, is acting exclusively for Hytera and
Bidco and no one else in connection with the Acquisition and other
matters set out in this announcement and will not be responsible to
anyone other than Hytera and Bidco for providing the protections
afforded to clients of Smith Square Partners, or for providing
advice in connection with the Acquisition or any matter referred to
herein. Neither Smith Square Partners nor any of its affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Smith
Square Partners in connection with this announcement, any statement
contained herein or otherwise.
This announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise. The
Acquisition will be made solely through the Scheme Document and the
accompanying Forms of Proxy, which contains the full terms and
conditions of the Acquisition, including details of how to vote in
respect of the Acquisition. Any approval, decision or other
response to the Acquisition should be made only on the basis of the
information in the Scheme Document. Scheme Shareholders are
strongly advised to read the formal documentation in relation to
the Acquisition.
This announcement has been prepared for the purpose of complying
with English law, the Listing Rules and the Code 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 the United Kingdom.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and service of this announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this announcement since such date.
This information is provided by RNS
The company news service from the London Stock Exchange
END
SOAEAFSLAANXEFF
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