TIDMTCM TIDMTTM
RNS Number : 9195K
Telit Communications PLC
07 January 2021
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 OR
REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
7 January 2021
Telit Communications PLC
Termination of u-blox discussions
On 20 November 2020, Telit Communications PLC ("Telit" or the
"Company") announced that it had received a preliminary proposal
from u-blox Holding AG, ("u-blox") regarding a possible all-share
merger. On 17 December 2020, Telit reiterated that commercial
discussions with u-blox were ongoing. Telit today confirms that it
has written to u-blox to terminate these talks.
Telit has in recent months received a number of proposals, each
of which has been previously announced, which the Board has
explored with its advisers. The Board noted the potential
industrial logic in a combination with u-blox that could create
value for shareholders of both companies. However, following
extensive discussions with u-blox, the Board does not now believe
that it will be possible to reach agreement on terms which would
ensure value creation for Telit's shareholders. Given that the
Group is confident in its prospects, is well capitalized, and has a
strong position in a growing market segment, the Board remains
confident it can deliver growth in shareholder value as an
independent entity. It does not consider that a protracted period
of uncertainty and distraction is in the best interests of Telit or
any of its stakeholders.
Telit looks forward to providing a fuller update on its
financial performance on or before 21 January 2021 ahead of its
final results in April 2021.
Telit is pleased to report that the swift actions taken by the
Group at the beginning of the Covid-19 pandemic successfully
protected the Group's financial performance for the full year 2020
against the slowdown in customer demand and enabled it to fully
maintain its strategic and operational plans, without the need for
further action.
The person responsible for arranging the release of this
announcement on behalf of Telit is Eyal Shefer (Chief Financial
Officer).
Regulatory information: for the purposes of the Code the Company
remains in an offer period and, notwithstanding this announcement,
in accordance with Rule 2.6(a) of the Code, u-blox must, by no
later than 5.00 p.m. on 18 January 2021, either announce a firm
intention to make an offer in accordance with Rule 2.7 of the Code
or announce that it does not intend to make an offer for the
Company, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies.
For enquiries:
Telit Communications PLC Tel: +44 20 3289
Paolo Dal Pino, CEO 3831
Rothschild & Co (Lead Financial adviser) Tel: +44 20 7280
Warner Mandel/Pietro Franchi 5000
FinnCap (Financial adviser, Nomad and Tel: +44 20 7220
Broker) 0500
Henrik Persson/Giles Rolls/Charlie Beeson
(corporate finance)
Tim Redfern/Richard Chambers (corporate
broking)
FinElk Tel: +44 20 7631
Robin Haddrill/Cornelia Schnepf 8618
telit@finelk.eu
About Telit Communications PLC
Telit (AIM: TCM), is a global leader in Internet of Things (IoT)
enablement, with an extensive portfolio of wireless connectivity
modules, software platforms and global IoT connectivity services,
empowering hundreds of millions of connected 'things' to date, and
trusted by thousands of direct and indirect customers, globally.
With over two decades of IoT innovation experience, Telit continues
to redefine the boundaries of digital business, by delivering
secure, integrated end-to-end IoT solutions for many of the world's
largest brands, including enterprises, OEMs, system integrators and
service providers across all industries, enabling them to simplify,
connect and manage IoT at any scale.
Notice related to financial advisers
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively for Telit
and for no one else in connection with the subject matter of this
announcement and will not be responsible to anyone other than Telit
for providing the protections afforded to its clients or for
providing advice in connection with the subject matter of this
announcement.
FinnCap Ltd ("FinnCap"), which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom, is acting
exclusively for Telit and for no one else in connection with the
subject matter of this announcement and will not be responsible to
anyone other than Telit for providing the protections afforded to
its clients or for providing advice in connection with the subject
matter of this announcement.
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 following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (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
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 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 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.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available (subject to certain restrictions
relating to persons resident in restricted jurisdictions) at
www.Telit.com by no later than 12 noon (London time) on the
business day following the date of this announcement. The content
of the website referred to in this announcement is not incorporated
into and does not form part of this announcement.
Additional Information
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities, or the solicitation of any
vote or approval in any jurisdiction, pursuant to this announcement
or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and
conditions of any offer, including details of how it may be
accepted. The distribution of this announcement in jurisdictions
other than the United Kingdom and the availability of any offer to
shareholders of Telit who are not resident in the United Kingdom
may be affected by the laws of relevant jurisdictions. Therefore
any persons who are subject to the laws of any jurisdiction other
than the United Kingdom or shareholders of Telit who are not
resident in the United Kingdom will need to inform themselves
about, and observe any applicable requirements.
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END
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