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RNS Number : 7739S
DBAY Advisors Limited
18 March 2021
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 OR REGULATIONS OF THAT
JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE CODE. THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE,
EVEN IF THE PRECONDITIONS NOTED BELOW ARE SATISFIED OR WAIVED
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
18 March 2021
DBAY Advisors Limited ("DBAY")
Statement regarding Telit Communications PLC ("Telit" or the
"Company")
DBAY, the largest shareholder in Telit with a shareholding of
34,970,165 shares, representing 26.02% of the current issued share
capital of the Company, notes the recent media speculation and
announcement by Telit. DBAY confirms that it is in discussions with
the Company regarding a possible offer for the issued and to be
issued share capital of Telit (the "Possible Offer").
Following DBAY's announcement on 15 December 2020 that it had no
intention of making an offer for Telit, DBAY made a single
confidential approach to Telit on 10 February 2021 to be released
from its restrictions under Rule 2.8 of the Code. The Telit Board
did not indicate at what price it would be prepared to recommend
the Possible Offer, but allowed DBAY to undertake confirmatory due
diligence.
DBAY can confirm the highest price that it has paid for Telit
shares in the three months prior to the commencement of the offer
period was 206 pence per share and, in accordance with Rule 6 of
the Code, any Possible Offer from DBAY will need to be at or above
this price.
DBAY is also considering offering a partial non-voting
preference share alternative to allow shareholders to roll-over
some of their investment and retain an interest in the Company's
future should they choose to do so.
Whilst commercial discussions with the Board of Telit are
ongoing and there can be no certainty that any firm offer will be
made, DBAY believes, based on its due diligence to date, that any
Possible Offer at 206 pence per Telit share, which equates to a
premium of approximately 54% relative to Telit's closing price on
26 October 2020 (the day before DBAY made its first proposal to
Telit), represents a fair and reasonable price and gives Telit
shareholders the opportunity to sell their shareholding for cash.
Alternatively, shareholders may participate in any future upside by
electing for the non-voting preference share alternative. DBAY is
supportive of Telit's management team and employees, and DBAY
continues to believe that without the distractions of a public
listing, they can focus on realising the Company's potential.
Any announcement by DBAY of a firm intention to make an offer
for Telit under Rule 2.7 of the Code is subject to certain
customary pre-conditions (which, in accordance with Rule 2.5(c)(i)
of the Code may be waived in whole or in part by DBAY):
1) satisfactory completion of due diligence on Telit, including
appropriate access to senior management;
2) the directors of Telit providing a unanimous and unqualified
recommendation and the provision of irrevocable undertakings on
terms satisfactory to DBAY in favour of the transaction from the
directors of Telit (and their connected persons) who are also
shareholders; and
3) DBAY finalising committed debt financing for the Possible Offer.
For the purposes of Rule 2.5(a) of the Code, DBAY reserves the
right to:
(i) introduce other forms of consideration and/or to vary the
form and/or mix of the consideration described in this
announcement; and
(ii) make an offer on less favourable terms than 206 pence per Telit share:
a. with the recommendation or consent of the Board of Telit;
b. if Telit announces, declares or pays any dividend or any
other distribution to shareholders, in which case DBAY will have
the right to make an equivalent reduction in its offer terms;
c. if a third party announces a firm intention to make an offer
for Telit on less favourable terms than the Possible Offer; or
d. following the announcement by Telit of a whitewash
transaction pursuant to the Code.
However, an offer by DBAY on less favourable terms than 206
pence per Telit share would also require a dispensation from Rule 6
of the Code.
Takeover Code Note
On 15 December 2020, DBAY confirmed that it had no intention of
making an offer for Telit and, as a result of that announcement,
was bound by the restrictions imposed by Rule 2.8 of the Code (the
"Restrictions") for a period of six months, which ends on 16 June
2021 (the "Restricted Period"). In accordance with Note 2 on Rule
2.8, the Restrictions were capable of being set aside at any point
in the Restricted Period in certain circumstances, including with
the consent of the Board of Telit.
As set out in Telit's announcement on 18 March 2021, Telit
released DBAY from the Restrictions on the basis set out in this
paragraph. In accordance with Paragraph 3 of Practice Statement 28,
published by the Panel Executive and entitled "Rules 2.8 and 35.1 -
Entering Into Talks During a Restricted Period", until such time as
the Restricted Period has expired, there is no requirement to
specify a deadline by which DBAY must either announce a firm
intention to make an offer in accordance with Rule 2.7 of the Code
or to announce that it does not intend to make such an offer. This
is because DBAY remains subject to the Restrictions until the end
of the Restricted Period and, as a result, Telit is able to
terminate the discussions with DBAY at any time, at which point the
Restrictions would be re-imposed on DBAY for the remainder of the
Restricted Period and Telit would announce the same. However, if,
at the expiry of the Restricted Period, discussions between the
parties are still ongoing and DBAY has not announced (i) its firm
intention to make an offer in accordance with Rule 2.7 of the Code
or (ii) that it does not intend to make such an offer, then the
Board of Telit, in accordance with the Code, will announce the date
and time by which it must do so, which will be 5.00 pm on the 28th
day following the end of the Restricted Period, being 14 July
2021.
A further statement will be made as appropriate.
The person responsible for arranging the release of this
announcement on behalf of DBAY is Mike Haxby (COO, DBAY Advisors
Limited)
Enquiries:
Investec Bank plc (Financial Advisor to DBAY) +44 (0) 207 597 5970
Gary Clarence
William Godfrey
Notice related to financial advisor
Investec Bank plc, which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and Prudential Regulation Authority, is acting for DBAY
and no one else in connection with the above and will not be
responsible to anyone other than DBAY for providing the protections
offered to clients of Investec nor for giving advice in relation to
the subject matter of this announcement or any other matters
referred to in this announcement.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available at www.dbayadvisors.com, by no later
than 12 noon (London time) on 19 March 2021.
The content of the website referred to above is not incorporated
into and does not form part of this announcement.
Disclosure requirements of the Takeover 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.
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END
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