TIDMTCM TIDMTTM
RNS Number : 4581C
Telit Communications PLC
18 June 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 SUCH JURISDICTION
FOR IMMEDIATE RELEASE
18 JUNE 2021
RECOMMED CASH OFFER
for
TELIT COMMUNICATIONS PLC ("TELIT")
by
TRIESTE ACQUISITIONS HOLDING LIMITED ("BIDCO")
to be effected
by way of a scheme of arrangement
under Part 26 of the Companies Act 2006
PUBLICATION OF SCHEME DOCUMENT
On 25 May 2021, the boards of Bidco and Telit announced that
they had reached agreement on the terms of a recommended cash offer
to be made by Bidco for the entire issued and to be issued ordinary
share capital of Telit other than the Telit Shares held by funds
managed by DBAY (the "Acquisition"). The Acquisition is to be
effected by way of a scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme").
Capitalised terms defined in the Scheme Document have the same
meanings given in this announcement.
Publication of Scheme Document
Telit is pleased to announce that the scheme document containing
the full terms and conditions of the Acquisition (the "Scheme
Document") is being published today. The Scheme Document contains,
among other things, a letter from the Chairman of Telit, an
explanatory statement pursuant to section 897 of the Companies Act
2006, the notices of the Court Meeting and General Meeting, an
expected timetable of principal events and details of the action to
be taken by Telit Shareholders. Hard copies of the Scheme Document
are being sent to Telit Shareholders together with the related
Forms of Proxy and the Form of Election for the Alternative Offer.
Hard copies of the Scheme Document are also being sent, for
information only, to persons with information rights and to
participants in the Telit Share Plans.
The Scheme Document is made available, subject to certain
restrictions relating to persons in Restricted Jurisdictions, on
Telit's website at
https://www.telit.com/about/investor-relations/possible-offers/ and
on Bidco's website at www.dbayadvisors.com/offer-docs/. Copies of
the Scheme Document will be submitted to the National Storage
Mechanism and will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Notices of the Court Meeting and General Meeting and action
required
As described in the Scheme Document, to become effective the
Scheme will require, amongst other things, that a majority in
number of the Scheme Shareholders present and voting (and entitled
to vote) either in person or by proxy, representing not less than
75 per cent. in value of the Scheme Shares held by such Scheme
Shareholders, vote in favour of the Scheme at the Court Meeting,
that the requisite majority of Telit Shareholders approve the
Special Resolution at the General Meeting and the subsequent
sanction of the Court. The Scheme is also subject to the
satisfaction or waiver (where applicable) of the Conditions and
further terms that are set out in the Scheme Document.
Notices of the Court Meeting and the General Meeting, which will
be held at the offices of CMS Cameron McKenna Nabarro Olswang LLP
at Cannon Place, 78 Cannon Street, EC4N 6AF, and remotely via the
Virtual Meeting Platform on 14 July 2021, are set out in the Scheme
Document. The Court Meeting will commence at 10.00 a.m. and the
General Meeting at 10:15 a.m. (or, if later, as soon as the Court
Meeting has concluded or been adjourned).
Given the continuing public health restrictions in view of the
ongoing COVID-19 pandemic, and mindful of the health and wellbeing
of Scheme Shareholders, Telit Shareholders and Telit's employees,
the Board of Telit proposes to hold the Meetings as combined
physical and virtual meetings through the Virtual Meeting Platform.
Accordingly, the Board of Telit expects only a small number of
Scheme Shareholders and Telit Shareholders required to establish a
quorum to attend the Meetings in person. In light of the ongoing
COVID-19 situation and the uncertainties regarding future
developments, the Board of Telit strongly encourages Scheme
Shareholders, Telit Shareholders and other attendees not to attend
the Meetings in person. Scheme Shareholders and Telit Shareholders
will be given the opportunity to attend remotely, submit written
questions (and, in the case of the Court Meeting only, submit any
written objections) and vote at the Court Meeting and the General
Meeting through the Virtual Meeting Platform. Scheme Shareholders
and Telit Shareholders are therefore strongly encouraged to vote by
appointing the Chairperson of each of the Court Meeting and the
General Meeting as their proxy before the relevant deadline. The
Chairperson of the relevant Meeting will vote in accordance with
the voting instructions of the appointing Scheme Shareholder or
Telit Shareholder.
It is important that, for the Court Meeting in particular, as
many votes as possible are cast so that the Court may be satisfied
that there is a fair and reasonable representation of opinion of
the Scheme Shareholders. Scheme Shareholders are therefore strongly
encouraged to sign and return their Forms of Proxy or appoint an
electronic or CREST proxy as soon as possible.
Holders of Scheme Shares should read the Scheme Document in its
entirety before making a decision with respect to the Scheme.
Shareholder Helpline
If you have any questions relating to the Scheme Document (or
any information incorporated into the Scheme Document by reference
from another source), the Meetings or the completion and return of
the Forms of Proxy or the Form of Election, please telephone Link
Group on +44 (0) 371 664 0321. Calls are charged at the standard
geographic rate and will vary by provider. Calls from outside of
the United Kingdom will be charged at the applicable international
rate. Lines will be open between 9:00 a.m. to 5:30 p.m., Monday to
Friday excluding public holidays in England and Wales. Link Group
cannot provide advice on the merits of the Acquisition nor give any
financial, legal or tax advice.
Expected timetable of principal events
The Scheme Document contains an expected timetable of principal
events relating to the Scheme, which is also attached as an
Appendix to this announcement. Subject to obtaining the approval of
Scheme Shareholders at the Court Meeting, Telit Shareholders at the
General Meeting, the sanction of the Court and the satisfaction or,
where applicable, the waiver of the other Conditions (as set out in
the Scheme Document), the Scheme is expected to become effective in
the second half of 2021.
Prior to the Scheme becoming Effective, an application will be
made to the London Stock Exchange for the cancellation of admission
to trading of Telit Shares on AIM. It is expected that such
cancellation will take place on the Business Day after the
Effective Date. The last day of dealings in, and for registration
of transfers of, Telit Shares is expected to be at the close of
business on the date which is one Business Day after the Court
Hearing. At 7:30 a.m. on the date which is two Business Days after
the Court Hearing date the trading of Telit Shares on AIM will be
suspended.
The dates and times given in the expected timetable are
indicative only and are based on Telit's current expectations and
may be subject to change (including as a result of changes to the
regulatory timetable). If any of the expected times and/or dates
change, the revised times and/or dates will be notified to Telit
Shareholders by announcement through a Regulatory Information
Service, with such announcement being made available on Telit's
website at:
https://www.telit.com/about/investor-relations/possible-offers/.
Enquiries
Bidco/DBAY Advisors Limited
Julian Addison Tel: +44 (0) 1624
Mike Haxby 690 900
Investec Bank plc (Financial adviser to Bidco/DBAY) Tel: +44 (0)
207 597 5970
Gary Clarence
William Godfrey
Temple Bar Advisory (Public relations adviser to Bidco/DBAY)
Alex Child-Villiers Tel: +44 (0) 207 183 1190
William Barker
Telit Communications PLC
Paolo Dal Pino, CEO Tel: +44 20 3289
Eyal Shefer, CFO 3831
Rothschild & Co (Financial adviser under Rule 3 of the Code
to Telit)
Warner Mandel/Pietro Franchi Tel: +44 20 7280
5000
FinnCap (Financial adviser, Nomad and broker to Telit)
Henrik Persson/Giles Rolls/Charlie Beeson Tel: +44 20 7220
(corporate finance) 0500
Tim Redfern/Richard Chambers (corporate
broking)
FinElk (Public relations adviser to Telit)
Robin Haddrill/Cornelia Schnepf Tel: +44 7387 108
998
Email: telit@finelk.eu
Important notices
Investec Bank plc, which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority, is acting as
financial adviser to Bidco and for no one else in connection with
the Acquisition or other matters referred to in the Scheme Document
and will not be responsible to anyone other than Bidco for
providing the protections afforded to its clients nor for providing
advice in relation to the Acquisition, the contents of the Scheme
Document or any other matters set out in the Scheme Document.
Rothschild & Co, which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively as financial
adviser under Rule 3 of the Code to Telit in connection with the
matters set out in the Scheme Document and for no one else and will
not be responsible to anyone other than Telit for providing the
protections afforded to its clients or for providing advice in
relation to the matters set out in the Scheme Document. Neither
Rothschild & Co 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 Rothschild & Co in
connection with the Scheme Document, any statement contained
herein, the Acquisition or otherwise.
FinnCap, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for Telit and for no one else
in connection with the subject matter of the Scheme Document 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 the Scheme Document.
Further information
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 and Form of Election, which will
contain 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. Telit
Shareholders are strongly advised to read the formal documentation
in relation to the Acquisition. Each Telit Shareholder is urged to
consult its independent professional adviser immediately regarding
the tax consequences to it (or its beneficial owners) of the
Acquisition.
This announcement has been prepared for the purpose of complying
with English law and the Takeover 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 England.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas shareholders
The release, publication or distribution of the Scheme Document
in or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves about, and
observe, any applicable legal or regulatory requirements. In
particular the ability of persons who are not resident in the UK to
vote their Telit Shares at the Court Meeting or General Meeting, or
to appoint another person as proxy to vote at the Court Meeting or
General Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such 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. The
Scheme Document has been prepared for the purpose of complying with
the laws of England and Wales, Market Abuse Regulation, AIM Rules
and the Code and the information disclosed may not be the same as
that which would have been disclosed if the Scheme Document had
been prepared in accordance with the laws of jurisdictions outside
of England and Wales. Unless otherwise determined by Bidco 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 use of mail or any other means
or instrumentality (including, without limitation, facsimile, email
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or any facility of a national, state or
other securities exchange of, any Restricted Jurisdiction.
Copies of the Scheme Document will not be and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction or any
jurisdiction where to do so would violate the laws of that
jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in, into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Acquisition.
Where Bidco believes that an election for the Alternative Offer
by any Scheme Shareholder may infringe applicable legal or
regulatory requirements, or may result in a requirement for a
registration under the securities laws of any Restricted
Jurisdiction, Bidco will have the right to deem that such Scheme
Shareholder has not validly elected for the Alternative Offer and
such Scheme Shareholder will instead receive the Cash Offer in
respect of the Scheme Shares which were subject to such an election
in accordance with the terms of the Acquisition.
Further details in relation to Telit Shareholders in overseas
jurisdictions are contained in the Scheme Document.
Additional information for US investors
The Acquisition relates to the shares of a UK company and is
being made by means of a scheme of arrangement provided for 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 Exchange Act and is exempt from the
registration requirements of the Securities Act. Accordingly, the
Acquisition will be subject to disclosure requirements and
practices applicable in the UK and to schemes of arrangement under
the laws of England and Wales, which are different from the
disclosure and other requirements applicable to a US tender offer.
Neither the SEC, nor any securities commission of any state of the
United States, has approved or disapproved any offer, or comment
upon the adequacy or completeness of any of the information
contained in document. Any representation to the contrary is a
criminal offence in the United States.
Financial information relating to Telit included in the Scheme
Document has been or will have been prepared in accordance with
accounting standards applicable in the United Kingdom that may not
be comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the United States.
The Consideration Loan Notes to be issued pursuant to the Scheme
under the Alternative Offer may not be offered or sold in the
United States absent registration or an exemption from
registration. No US offer of such Consideration Loan Notes will be
made in the United States. The Consideration Loan Notes have not
been and will not be registered under the US Securities Act or
under the relevant securities laws of any state or territory or
other jurisdiction of the United States and will not be listed on
any stock exchange in the United States, and may not be offered,
sold or delivered, directly or indirectly, in, into or from the
United States. Neither the US Securities and Exchange Commission
nor any US state securities commission has approved or disapproved
of the Consideration Loan Notes or determined that the Scheme
Document is accurate or complete. Any representation to the
contrary is a criminal offence.
Telit Shareholders located or resident in the United States or
who are otherwise US Persons will not be permitted to elect receipt
of the Consideration Loan Notes pursuant to the Alternative Offer,
and any purported election to receive Consideration Loan Notes
pursuant to the Alternative Offer by Telit Shareholders from the
United States, or which, at the sole discretion of Bidco, appear to
be made in respect of Telit Shares beneficially held by persons
located or resident in the United States or who otherwise appear to
be US Persons will not be accepted. Accordingly, Telit Shareholders
located or resident in the United States or who are otherwise US
Persons will receive cash pursuant to the Scheme, and no
Consideration Loan Notes will be issued to any such Telit
Shareholder.
By electing receipt of the Consideration Loan Notes pursuant to
the Alternative Offer, Telit Shareholders will be deemed to
represent and warrant, on behalf of themselves and any person on
whose behalf they beneficially hold their Telit Shares, that they:
(i) are not located or resident in the United States or otherwise a
US Person; and (ii) are not electing receipt of Telit Shares
pursuant to the Alternative Offer with a view to, or for offer or
sale of Consideration Loan Notes in connection with, any
distribution thereof (within the meaning of the Securities Act) in
the United States or to US Persons.
The receipt of cash consideration pursuant to the Cash Offer by
a US holder of Telit Shares as consideration for the transfer of
its Scheme Shares pursuant to the Scheme may be a taxable
transaction for US federal income tax purposes and under applicable
US state and local, as well as foreign and other, tax laws. Each US
holder is urged to consult his independent professional adviser
immediately regarding the tax consequences of the Acquisition
applicable to him, her or it.
It may be difficult for US holders of Telit Shares to enforce
their rights and any claims they may have arising under US Federal
securities laws in connection with the Acquisition, since Telit is
organised under the laws of a country other than the United States,
and some or all of its officers and directors may be residents of
countries other than the United States, and most of the assets of
Telit are located outside of the United States. US holders of Telit
Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of US Federal securities
laws. Further, it may be difficult to compel a non-US company and
its affiliates to subject themselves to a US court's jurisdiction
or judgment.
The Acquisition may, in the circumstances provided for in the
Scheme Document, instead be carried out by way of a Takeover Offer
under the laws of England and Wales. If Bidco exercises, with the
consent of the Takeover Panel and subject to the terms of the
Co-operation Agreement, its right to implement the Acquisition by
way of a Takeover Offer, such Takeover Offer will be made in
compliance with applicable US tender offer and US Federal
securities laws and regulations, including the exemptions
therefrom. In accordance with normal UK practice and pursuant to
rule 14e-5(b) of the Exchange Act, Bidco or its nominees, or its
brokers (acting as agents), may, from time to time, make certain
purchases of, or arrangements to purchase, Telit Shares outside of
the United States, other than pursuant to the Acquisition, until
the date on which the Acquisition becomes effective, lapses or is
otherwise withdrawn, in compliance with applicable law, including
the Exchange Act. These purchases may occur either in the open
market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed, as required in the UK, will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com .
Forward-looking statements
The Scheme Document (including information incorporated by
reference in the Scheme Document), oral statements made regarding
the Acquisition, and other information published by Bidco and Telit
contain statements which are, or may be deemed to be,
"forward-looking statements" with respect to Bidco or Telit. These
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts. Forward-looking
statements often (but not always) use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could" or other words
or terms of similar meaning or the negative thereof.
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
Bidco or Telit and potential synergies resulting from the
Acquisition; and (iii) the effects of government regulation on the
business of Bidco or Telit.
Although Bidco and Telit believe that the expectations reflected
in such forward-looking statements are reasonable, Bidco and Telit
can give no assurance that such expectations will prove to be
correct. These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause actual
results, performance or developments to differ materially from
those expressed in or implied by such forward-looking statements.
These forward-looking statements are based on numerous assumptions
regarding present and future strategies and environments. You are
cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date of the Scheme Document.
All subsequent oral or written forward-looking statements
attributable to Bidco or Telit or any person acting on their behalf
are expressly qualified in their entirety by the cautionary
statement above. Should one or more of these risks or uncertainties
materialise, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in the
Scheme Document. Bidco and Telit expressly disclaim any intention
or obligation to update publicly or revise forward-looking or other
statements contained in the Scheme Document, whether as a result of
new information, future events or otherwise, except to the extent
legally required.
No profit forecasts or estimates
Nothing in the Scheme Document shall be deemed to be a forecast,
projection or estimate of the future financial performance of
Bidco, the Bidco Group, Telit or the Telit Group except where
otherwise stated.
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 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: (a) the offeree company; and (b) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) of the Code 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 per cent. 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: (a) the offeree company; and (b) 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 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 of the Code.
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 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 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 Takeover 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.
Publication on website and availability of hard copies
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, free of charge on Telit's website at
https://www.telit.com/about/investor-relations/possible-offers/ .
Neither the contents of this website nor the content of any other
website accessible from hyperlinks on such website is incorporated
into, or forms part of, this announcement.
APPIX
Expected timetable of principal events
All times shown in the Scheme Document are London times, unless
otherwise stated.
Event Time and/or date
Date of publication of the Scheme Document 18 June 2021
Latest time for lodging the Form of
Proxy for the:
Court Meeting (blue form) 10:00 a.m. on 12 July 2021
([1])
General Meeting (white form) 10:15 a.m. on 12 July 2021
([2])
Voting Record Time for the Court Meeting 6:00 p.m. on 12 July 2021
and General Meeting ([3])
Court Meeting 10:00 a.m. on 14 July 2021
General Meeting 10:15 a.m. on 14 July 2021
([4])
Latest time for lodging the green Form 11:00 a.m. on 15 July 2021
of Election or Electronic Election ([5])
The following dates are indicative only and are subject to change
([6])
Court Hearing (to sanction the Scheme) a date expected to be in
the second half of 2021,
subject to regulatory clearances
("D") ([7])
Last day of dealings in, and for registration D + 1 Business Day
of transfers of, and disablement in
CREST of, Telit Shares
Scheme Record Time 6:00 p.m. on D + 1 Business
Day
Dealings in Telit Shares suspended 7:30 a.m. on D + 2 Business
Days ("ED")
Effective Date of the Scheme ED ([8])
Cancellation of admission to trading ED + 1 Business Day
of Telit Shares on AIM
Latest date for despatch of cheques By ED + 14
or settlement through CREST in respect
of the Cash Consideration.
Latest date for issue of the Consideration By ED + 14
Loan Notes, Holdco Loan Notes and Consideration
Shares
Latest date for despatch of Consideration By ED + 14
Share Certificates
Long Stop Date 24 February 2022
Notes:
([1]) The blue Forms of Proxy for the Court Meeting should be
received by Link Group before 10:00 a.m. on 12 July 2021, or, if
the Court Meeting is adjourned, not later than 48 hours before the
time fixed for the holding of the adjourned meeting (excluding any
part of a day that is not a working day). Blue Forms of Proxy not
so received may be emailed after that time to
post_proxy_deadline_court_votes@linkgroup.co.uk before the
commencement of the Court Meeting and will still be valid.
([2]) The white Forms of Proxy for the General Meeting must be
lodged with Link Group before 10:15 a.m. on 12 July 2021 in order
for it to be valid, or, if the General Meeting is adjourned, not
later than 48 hours before the time fixed for the holding of the
adjourned meeting (excluding any part of a day that is not a
working day). White Forms of Proxy cannot be emailed after that
time to Link Group.
[3] If a Meeting is adjourned, only those Scheme Shareholders
(in the case of the Court Meeting) and Telit Shareholders (in the
case of the General Meeting) on the register of members of Telit at
6:00 p.m. on the day which is two days before the adjourned meeting
(excluding any part of a day that is not a working day) will be
entitled to attend and vote at such adjourned Meeting.
([4]) To commence at the time fixed or, if later, immediately
after the conclusion or adjournment of the Court Meeting.
[5] Or such later time (if any) to which the right to make an
election may be extended by Bidco.
([6]) These dates and times are indicative only and will depend,
among other things, upon the date upon which: (i) the Conditions
set out in Part 4 of the Scheme Document are satisfied or (if
applicable) waived; (ii) the Court sanctions the Scheme; and (iii)
the Court Order is delivered to the Registrar of Companies. Telit
will give notice of the change(s) by issuing an announcement
through a Regulatory Information Service and, if requested by the
Panel, send notice of the change(s) to Telit Shareholders and other
persons with information rights.
([7]) At the Court Hearing, Scheme Shareholders may be present
and be heard in person or through representation to support or
oppose the sanctioning of the Scheme. Depending on the date of the
Court Hearing, this right may be subject to Government instructions
relating to COVID-19 and any guidelines issued by the Court. Telit
will give notice of any change(s) by issuing an announcement
through a Regulatory Information Service.
[8] Expected to be in the second half of 2021.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
SOAFPMRTMTJBBRB
(END) Dow Jones Newswires
June 21, 2021 02:00 ET (06:00 GMT)
Telit Communications (LSE:TCM)
Historical Stock Chart
From Jul 2024 to Jul 2024
Telit Communications (LSE:TCM)
Historical Stock Chart
From Jul 2023 to Jul 2024