TIDMTCM
RNS Number : 7410E
DBAY Advisors Limited
09 July 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
For immediate release
9 July 2021
Recommended cash offer
for
Telit Communications PLC
by
Trieste Acquisitions Holding Limited
to be effected by means of a
Scheme of Arrangement
under Part 26 of the Companies Act 2006
STATEMENT REGARDING NON-BINDING LETTER OF INTENT FROM COMPASS
ASSET MANAGEMENT SA
On 25 May 2021 Trieste Acquisitions Holding Limited ("Bidco")
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 Communications Plc
(the "Telit Shares") pursuant to Rule 2.7 of the Code. The
Acquisition is to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme of
Arrangement"). A circular in relation to the Acquisition was
published by Telit on 21 June 2021 (the "Scheme Document").
In that announcement and in the Scheme Document, Bidco announced
that they had received a non-binding letter of intent from Compass
Asset Management SA to vote or procure votes in favour of the
Scheme of Arrangement at the Court Meeting and the Resolutions to
be proposed at the General Meeting (or, in the event that the
Acquisition is implemented by way of a Takeover Offer, accept or
procure acceptance of the Takeover Offer), in respect of 2,220,002
Telit Shares (representing, in aggregate, approximately 1.65 per
cent. of the Telit Shares in issue on the Last Practicable Date,
being 16 June 2021).
Yesterday Bidco was informed by Compass Asset Management SA that
they are unable to comply with the terms of the non-binding letter
of intent and have informed Bidco that they now intend to abstain
from voting in relation to their entire shareholding (2,220,002
Telit Shares) at the Court Meeting and the General Meeting.
Capitalised terms in this Announcement, unless otherwise
defined, have the same meaning as set out in the Scheme Document
and all references to times in this Announcement are to London time
unless otherwise stated.
The person responsible for arranging the release of this
Announcement on behalf of Bidco is Mike Haxby (Operations Manager,
Dbay Advisers Limited)
Enquiries:
Bidco/Dbay Advisors Limited +44 (0) 1624 690900
Julian Addison
Mike Haxby
Investec Bank Plc (financial adviser to DBAY +44 (0) 207 597
Advisors Limited) 5970
Gary Clarence
William Godfrey
Temple Bar Advisory (Public relations adviser
to Bidco/DBAY)
Alex Child-Villiers +44 (0) 207 183
William Barker 1190
Hogan Lovells International LLP is providing legal advice to
DBAY and Bidco. CMS Cameron McKenna Nabarro Olswang LLP is
providing legal advice to Telit.
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 this Announcement
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 this
Announcement or any other matters set out in this Announcement.
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 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. 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.
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 Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas shareholders
The release, publication or distribution of this Announcement 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.
This Announcement 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 this Announcement
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 this Announcement and any formal documentation
relating to the Acquisition 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 is 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 this
Announcement and 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 this 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 this
Announcement, 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
This Announcement, 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 hereof. 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 this Announcement. Bidco and
Telit expressly disclaim any intention or obligation to update
publicly or revise forward-looking or other statements contained in
this Announcement, whether as a result of new information, future
events or otherwise, except to the extent legally required.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per ordinary share for Telit or Bidco for the current or
future financial years would necessarily match or exceed the
historical published earnings or earnings per ordinary share for
Telit or Bidco.
Right to switch to a Takeover Offer
Bidco reserves the right to elect, with the consent of the
Takeover Panel and subject to the terms of the Co-operation
Agreement, to implement the Acquisition by way of a Takeover Offer
for the entire issued and to be issued ordinary share capital of
Telit as an alternative to the Scheme. In such an event, the
Takeover Offer will be implemented on the same terms or, if Bidco
so decides, on such other terms being no less favourable (subject
to appropriate amendments), so far as applicable, as those which
would apply to the Scheme and subject to the amendment referred to
in Part B of Appendix I to this Announcement.
Rule 2.9 disclosures
In accordance with Rule 2.9 of the Code, as at close of business
on 7 July 2021, there were 134,389,782 Telit Shares in issue and
admitted to trading on AIM. There are no Telit Shares held in
treasury. The ISIN Number for the Telit Shares is GB00B06GM726.
Publication on website and availability of hard copies
In accordance with Rule 26.1 of the Code, a copy of this
Announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, on DBAY's website at
www.dbayadvisors.com/offer-docs/ and on Telit's website at https://www.telit.com/about/investor-relations/possible-offers/ by no later than 12:00 noon on the Business Day following this Announcement. Neither the contents of this website nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this Announcement, free of charge, by
contacting the Company's registrars, Link Group during business
hours on 0371 664 0300 (or if calling from outside the UK +44(0)371
664 0300) or by submitting a request in writing at Link Group, 10th
Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United
Kingdom. A hard copy of this Announcement will not be sent unless
so requested. A person so entitled may also request that all future
documents, announcements and information to be sent to them in
relation to the Acquisition should be in hard copy form.
Information relating to Telit Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Telit Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Telit may be provided to Bidco during the offer
period as required under section 4 of Appendix 4 of the Code.
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.
General
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under FSMA if you are resident in the
United Kingdom or, if not, from another appropriately authorised
independent financial adviser.
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END
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