TIDMOXIG TIDMAND
RNS Number : 2043V
Oxford Instruments PLC
10 December 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM THE UNITED STATES AND ANY JURISDICTION WHERE
TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
10 December 2013
For immediate release
RECOMMENDED CASH OFFER
FOR
ANDOR TECHNOLOGY PLC ("ANDOR")
BY
OXFORD INSTRUMENTS NANOTECHNOLOGY TOOLS HOLDINGS LIMITED
("OINTH")
A WHOLLY OWNED SUBSIDIARY OF
OXFORD INSTRUMENTS PLC
The boards of Oxford Instruments plc and Andor are pleased to
announce that they have reached agreement on the terms of a
recommended cash offer by OINTH, a wholly owned subsidiary of
Oxford Instruments plc (together with OINTH, "Oxford Instruments"),
for the entire issued and to be issued share capital of Andor (the
"Offer").
Highlights
-- Recommended offer at 525 pence per Andor Share in cash.
-- The Offer values the entire issued and to be issued share
capital of Andor at approximately GBP176 million.
-- The terms of the Offer represent a premium of approximately:
- 31 per cent to the Closing Price of 400.0 pence for each Andor
Share on 11 November 2013 (being the last trading day prior to the
announcement by Oxford Instruments regarding a possible offer for
Andor which led to the commencement of the Offer Period);
- 42 per cent to the average closing share price of Andor of
368.5 pence over the period of 90 days ended on 11 November
2013(1); and
- 77 per cent to the Closing Price of 296.0 pence for each Andor
Share as of 8 July 2013, being the day prior to Oxford Instruments'
initial approach to Andor.
-- There will be no dividend payable on the Andor Shares if the
Offer is completed. If the dividend, the recommendation of which
the board of Andor announced on 2 December 2013, is approved or is
otherwise payable before completion of the Offer, the Offer Price
shall be reduced by the amount of that dividend per Andor
Share.
-- The Oxford Instruments' board believes that the Offer has a
clear and compelling strategic and financial rationale.
(1)Based on 368.5 pence per Andor Share, being an arithmetic
average of Andor's daily Closing Price between 14 August 2013 and
11 November 2013.
-- The acquisition of Andor is expected to be earnings enhancing
in the first full financial year following completion of the
Offer.
-- The Offer is Oxford Instruments' final offer price and, under
the Code, Oxford Instruments is not permitted to increase its Offer
Price unless there is a higher competing offer from a third
party.
-- It is intended that the Offer is to be effected by means of a
takeover offer within the meaning of Part 28 of the 2006 Act. The
Offer Document, containing further information about the Offer,
together with the Form of Acceptance, will be posted to Andor
Shareholders and (for information purposes only) participants in
the Andor Share Schemes shortly and, in any event, within 28 days
of this announcement.
-- The Offer will be financed from a combination of Oxford
Instruments' available cash resources and committed financing
facilities which it has arranged with HSBC Bank plc, Santander UK
plc and The Royal Bank of Scotland plc which together are
sufficient to enable Oxford Instruments to satisfy in full the cash
consideration payable to Andor Shareholders and otherwise to fulfil
commitments under the terms of the Offer.
-- The board of Andor, which has been so advised by Jefferies,
considers the terms of the Offer to be fair and reasonable. In
providing advice to the Andor Directors, Jefferies has taken into
account the commercial assessments of the Andor Directors.
Jefferies is acting as the independent financial adviser to Andor
for the purposes of providing independent advice to the Andor
Directors on the Offer under Rule 3 of the Code.
-- Oxford Instruments has received irrevocable undertakings from
all of the Andor Directors who hold Andor Shares in respect of
their entire beneficial holdings of Andor Shares and those of their
related companies (amounting to, in aggregate, 1,358,423 Andor
Shares, representing approximately 4.25 per cent of the existing
issued share capital of Andor) to accept the Offer. Oxford
Instruments has also received an irrevocable undertaking from Polar
Capital LLP in respect of 1,246,326 Andor Shares (representing 3.89
per cent of Andor's issued share capital) to accept the Offer.
Further details of these irrevocable undertakings are set out at
paragraph 4 and in Appendix III of the attached announcement.
-- In addition, Oxford Instruments has received a non-binding
letter of intent from Cazenove Capital Management in respect
3,144,591 Andor Shares, representing approximately 9.82 per cent of
the existing issued share capital of Andor to accept the Offer.
Further details of this letter of intent are set out at paragraph 4
and in Appendix III of the attached announcement.
Accordingly, the Andor Directors have indicated to Oxford
Instruments that they intend unanimously to recommend that the
Andor Shareholders accept the Offer as they have irrevocably
undertaken to do in respect of all their own beneficial holdings of
Andor Shares.
Commenting on the Offer, Nigel Keen, Chairman of Oxford
Instruments plc, said:
"The acquisition of Andor is an exciting development for Oxford
Instruments as we expand our capabilities in the fast growing
Nano-Bio field. Andor is a high quality business with a strong
track record of innovation and a high quality workforce and will be
a great fit with our business."
Commenting on the Offer, Colin Walsh, Chairman of Andor,
said:
"The Andor Board's decision to recommend the Offer rested on two
important factors. First, the Offer recognises the important role
which our highly capable and professional staff have played in
building Andor into the unique entity we have today and creates a
framework in which our staff can continue to thrive and grow the
business under new ownership.
Secondly, after several months spent carefully evaluating our
strategic alternatives, the Board believes that the Offer
represents the best possible means of maximising shareholder value
in the short to medium term.
We believe Andor is a "one of a kind" business and, like Oxford
Instruments, is an outstanding example of how the very best in UK
science can be successfully commercialised across global markets.
We are confident that Andor will add tremendous value to the growth
plan for the combined business."
This summary should be read in conjunction with the full text of
the attached announcement. The Offer will be subject to the
conditions set out in Appendix I to the attached announcement and
the full conditions and further terms which will be set out in the
Offer Document being issued shortly.
Appendix II to the attached announcement contains the sources
and bases of certain financial information used in the
announcement. Appendix III contains details of the irrevocable
undertakings and letter of intent received by Oxford Instruments.
Appendix IV to the attached announcement contains the definitions
of certain expressions used in the attached announcement.
Enquiries
Oxford Instruments plc Tel: +44 (0)1865 393 200
Jonathan Flint (Chief Executive)
Kevin Boyd (Group Finance Director)
Evercore (Lead Financial Adviser to Tel: +44 (0)20 7653 6000
Oxford Instruments)
Bernard Taylor
Julian Oakley
J.P. Morgan Cazenove (Joint Financial Tel: +44 (0)20 7777 2000
Adviser and Corporate Broker to Oxford
Instruments)
Robert Constant
Richard Perelman
MHP Communications (PR Adviser to Tel: +44 (0)20 3128 8100
Oxford Instruments)
Rachel Hirst
Andor Technology plc Tel: +44 (0)28 9023 7126
Conor Walsh (Chief Executive)
Alan Lilley (Finance Director)
Jefferies (Financial Adviser to Andor) Tel: +44 (0)20 7029 8000
Dominic Lester
Tariq Hussain
Investec Bank plc (Nominated Adviser Tel: +44 (0)20 7597 4000
and Broker to Andor)
Keith Anderson
Dominic Emery
FTI Consulting (PR Adviser to Andor) Tel: +44(0)20 7831 3113
Matt Dixon
Tracey Bowdith
Oxford Instruments will host a call for analysts regarding the
Offer on 11 December 2013 at 9.30 a.m. Details are as follows:
UK Toll Number 02031394830
UK Toll-Free Number 08082370030
Participant Pin
Number 31719310#
ITFS List for International http://wpc.1726.planetstream.net/001726/FEL_Events_International_Access_List.pdf
Participant Connection
Evercore is acting as lead financial adviser to Oxford
Instruments on the Offer, with J.P. Morgan Cazenove acting as joint
financial adviser and broker.
Jefferies is acting as financial adviser to Andor on the Offer,
with Investec Bank plc acting as Nominated Adviser and Broker.
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting as financial adviser exclusively for
Oxford Instruments and no one else in connection with the Offer and
will not regard any other person as its client in relation to the
matters referred to in this announcement and will not be
responsible to anyone other than Oxford Instruments for providing
the protections afforded to clients of Evercore, nor for providing
advice in relation to the matters referred to in this
announcement.
J.P. Morgan Limited, which conducts its UK investment banking
businesses as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority. J.P. Morgan Cazenove is acting as joint
financial adviser and corporate broker exclusively for Oxford
Instruments and no one else in connection with the matters referred
to in this announcement and will not regard any other person as its
client in relation to the matters referred to in this announcement
and will not be responsible to anyone other than Oxford Instruments
for providing the protections afforded to clients of J.P. Morgan
Cazenove, nor for providing advice in relation to the matters
referred to in this announcement.
Jefferies, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for Andor and no one else in connection with the Offer and will not
be responsible to anyone other than Andor for providing the
protections afforded to clients of Jefferies nor for providing
advice in relation to matters described herein, nor for providing
advice in relation to the Offer or any matter or arrangement
referred to herein.
Investec Investment Banking, a division of Investec Bank plc,
which is authorised by the Prudential Regulation Authority and
regulated in the United Kingdom by the Prudential Regulation
Authority and the Financial Conduct Authority, is acting
exclusively for Andor and is not acting for anyone else in
connection with the Offer and will not be responsible to anyone
other than Andor for providing the protections afforded to clients
of Investec Investment Banking, nor for providing advice in
relation to the Offer or any matter or arrangement referred to
herein.
Further Information
This announcement is not intended to and does not constitute or
form part of an offer or invitation to sell or the solicitation of
an offer to subscribe for or buy or an invitation to purchase or
subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Offer or otherwise,
nor shall there be any sale, issuance or transfer of the securities
in any jurisdiction in contravention of applicable law. The Offer
will be made solely through the Offer Document and (in respect of
Andor Shares in certificated form) the Form of Acceptance, which
will together contain the final terms and conditions of the Offer,
including details of how to accept the Offer. Any acceptance of the
Offer should be made only on the basis of the information in the
Offer Document and (in respect of Andor Shares held in certificated
form), the Form of Acceptance. Andor and Oxford Instruments urge
Andor Shareholders to read the Offer Document because it will
contain important information relating to the Offer.
The ability of Andor Shareholders who are not resident in and
citizens of the United Kingdom to accept the Offer may be affected
by the laws of the relevant jurisdictions in which they are located
or of which they are citizens. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions.
Further details in relation to Overseas Shareholders will be
contained in the Offer Document.
The release, publication or distribution of this announcement in
jurisdictions other than in the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. 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 involved in the
Offer disclaim any responsibility or liability for the violation of
such restrictions by any person. This announcement has been
prepared for the purposes of complying with English law, the laws
of Northern Ireland, the Listing Rules, the AIM Rules, the rules of
the London Stock Exchange and the City 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 any jurisdiction outside the United Kingdom.
Copies of this announcement and formal documentation relating to
the Offer will not be and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from any Restricted
Jurisdiction.
Forward-Looking Statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Offer, and other information published by Oxford Instruments and
Andor contain statements that are or may be deemed to be
"forward-looking statements", including for the purposes of the US
Private Securities Litigation Reform Act of 1995. These statements
are prospective in nature and are not based on historical facts,
but rather on the current expectations of the management of Oxford
Instruments and Andor about future events and are naturally subject
to uncertainty and changes in circumstances which could cause
actual events to differ materially from the future events expected
or implied by the forward-looking statements. The forward-looking
statements contained herein include statements about the expected
effects of the Offer on Andor, Oxford Instruments, the expected
timing and scope of the Offer, synergies, other strategic options
and all other statements in this announcement other than historical
facts. Forward-looking statements may (but will not always)
include, without limitation, statements typically containing words
such as "targets", "plans", "aims", "intends", "expects",
"anticipates", "believes" "estimates", "will", "may", "budget",
"forecasts" and "should" and words of similar import. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that will
occur in the future. These forward-looking statements are not
guarantees of future performance and have not been reviewed by the
auditors of Oxford Instruments or Andor. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to, the
satisfaction of the Conditions to the Offer, as well as additional
factors, such as changes in economic conditions, changes in the
level of capital investment, success of business and operating
initiatives and restructuring objectives, customers' strategies and
stability, changes in the regulatory environment, fluctuations in
interest and exchange rates, the outcome of litigation, government
actions and natural phenomena such as floods, earthquakes and
hurricanes. Other unknown or unpredictable factors could cause
actual results to differ materially from those in the
forward-looking statements.
Investors should not place undue reliance on any forward-looking
statements and none of Oxford Instruments, any member of the Oxford
Instruments Group nor Andor, any member of the Andor Group, nor any
of their respective advisers, associates, directors or officers
undertakes any obligation to update publicly, expressly disclaim or
revise forward-looking statements, whether as a result of new
information, future events or otherwise, except to the extent
legally required or provides any representation, assurance or
guarantee that the occurrence of events expressed or implied in any
forward looking statement in this announcement will actually
occur.
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 per share
for Oxford Instruments or Andor, as appropriate, for the current or
future financial years would necessarily match or exceed the
historical published earnings or earnings per share for Oxford
Instruments or Andor, as appropriate.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in
one 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 (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 p.m. (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. (London time) on the tenth 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 one 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
(i) the offeree company and (ii) any securities exchange offeror,
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 p.m. (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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Information relating to Andor Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Andor Shareholders, persons with
information rights and relevant persons for the receipt of
electronic communications from Andor may be provided to Oxford
Instruments during the Offer Period where requested under Section 4
of Appendix 4 of the City Code.
Publication on the Oxford Instruments and Andor websites
A copy of this announcement will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, for inspection on Oxford Instruments
website at www.oxford-instruments.comand on Andor's website at
www.andorplc.comby no later than 12 noon (London time) on 11
December 2013 until the end of the Offer. For the avoidance of
doubt, the contents of those websites are not incorporated and do
not form part of this announcement.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM THE UNITED STATES AND ANY JURISDICTION WHERE
TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF ANY
SUCH JURISDICTION
10 December 2013
RECOMMENDED CASH OFFER
FOR
ANDOR TECHNOLOGY PLC ("ANDOR")
BY
OXFORD INSTRUMENTS NANOTECHNOLOGY TOOLS HOLDINGS LIMITED
("OINTH")
A WHOLLY OWNED SUBSIDIARY OF
OXFORD INSTRUMENTS PLC
1. Introduction
The boards of Oxford Instruments plc and Andor Technology plc
("Andor") are pleased to announce that they have reached agreement
on the terms of a recommended cash offer by OINTH, a wholly owned
subsidiary of Oxford Instruments plc (together with OINTH, "Oxford
Instruments"), for the entire issued and to be issued share capital
of Andor (the "Offer").
2. Terms of the Offer
The Offer, which is subject to the Conditions set out in
Appendix I to this announcement, and the further terms and
conditions to be set out in the Offer Document, will be made on the
following basis:
for each Andor Share held 525 pence in cash
The Offer values the entire issued and to be issued share
capital of Andor at approximately GBP176 million.
The terms of the Offer represent a premium of approximately:
- 31 per cent to the Closing Price of 400.0 pence for each Andor
Share on 11 November 2013 (being the last trading day prior to the
announcement by Oxford Instruments regarding a possible offer for
Andor which led to the commencement of the Offer Period);
- 42 per cent to the average closing share price of Andor of
368.5 pence over the period of 90 days ended on 11 November
2013(2); and
- 77 per cent to the Closing Price of 296.0 pence for each Andor
Share as of 8 July 2013, being the day prior to Oxford Instruments'
initial approach to Andor.
It is intended that the Offer is to be effected by means of a
takeover offer within the meaning of Part 28 of the 2006 Act.
Andor Shares will be acquired by Oxford Instruments fully paid
and free from all liens, charges, equitable interests,
encumbrances, rights of pre-emption and other third party rights or
interests and together with all rights now or hereafter attaching
thereto, including, without limitation, the right to receive and
retain all dividends and other distributions (if any) announced,
declared, made or paid hereafter (save as otherwise set out in this
announcement).
There will be no dividend payable on the Andor Shares if the
Offer is completed. If the dividend, the recommendation of which
the board of Andor announced on 2 December 2013, is approved or is
otherwise payable before completion of the Offer, the Offer Price
shall be reduced by the amount of that dividend per Andor
Share.
3. Recommendation
The Andor Directors, who have been so advised by Jefferies,
consider the terms of the Offer to be fair and reasonable. In
providing advice to the Andor Directors, Jefferies has taken into
account the commercial assessments of the Andor Directors.
Jefferies is acting as the independent financial adviser to Andor
for the purposes of providing independent advice to the Andor
Directors on the Offer under Rule 3 of the Code.
(2)Based on 368.5 pence per Andor Share, being an arithmetic
average of Andor's daily Closing Price between 14 August 2013 and
11 November 2013.
Accordingly, the Andor Directors have indicated to Oxford
Instruments that they intend unanimously to recommend that the
Andor Shareholders accept the Offer as they have
irrevocably undertaken to do in respect of all their own
beneficial holdings of Andor Shares. In aggregate, Oxford
Instruments has received irrevocable undertakings and letters of
intent representing approximately 17.96 per cent of Andor's
existing issued share capital.
4. Irrevocable Undertakings and Letter of Intent
Oxford Instruments has received irrevocable undertakings from
all of the Andor Directors who hold Andor Shares in respect of
their entire beneficial holdings of Andor Shares and those of their
related companies (amounting to, in aggregate, 1,358,423 Andor
Shares, representing approximately 4.25 per cent of the existing
issued share capital of Andor):
-- to accept the Offer of 525 pence in cash per Andor Share; and
-- if the Offer is subsequently structured as a Scheme, to vote
in favour of all of the resolutions relating to the Scheme at the
appropriate meetings.
These irrevocable undertakings shall lapse, inter alia, if:
-- the Offer Document has not been posted to Andor Shareholders
within 28 days after the date of this announcement; or
-- the Offer is withdrawn or lapses.
Oxford Instruments has also received an irrevocable undertaking
from Polar Capital LLP in respect of 1,246,326 Andor Shares,
representing approximately 3.89 per cent of the existing issued
share capital of Andor:
-- to accept the Offer of 525 pence in cash per Andor Share; and
-- if the Offer is subsequently structured as a Scheme, to vote
in favour of all of the resolutions relating to the Scheme at the
appropriate meetings.
This irrevocable undertaking shall lapse, inter alia, if:
-- a firm intention to make an offer for Andor is announced by a
third party on terms which represent (in the reasonable opinion of
Polar Capital LLP) an improvement on the value of the consideration
under the Offer;
-- the Offer Document has not been posted to Andor Shareholders
within 28 days after the date of this announcement;
-- Polar Capital LLP is required to withdraw its undertaking by
a court of competent jurisdiction; or
-- the Offer is withdrawn or lapses.
In addition, Oxford Instruments has received a non-binding
letter of intent from Cazenove Capital Management who hold
3,144,591 Andor Shares, representing approximately 9.82 per cent of
the existing issued share capital of Andor, to accept the Offer of
525 pence in cash per Andor Share.
Further details of these irrevocable undertakings and this
letter of intent are set out in Appendix III to this
announcement.
5. Financing the Offer
The Offer will be financed from a combination of Oxford
Instruments' available cash resources and two committed financing
facilities which it has arranged with HSBC Bank plc, Santander UK
plc and the Royal Bank of Scotland plc, sufficient to enable Oxford
Instruments to satisfy in full the cash consideration payable to
Andor Shareholders and otherwise to fulfil commitments under the
terms of the Offer.
The committed financing facilities include:
(a) a GBP100,000,000 revolving facility made between (1) Oxford
Instruments plc as a borrower and (2) HSBC Bank plc, Abbey National
Treasury Services plc and National Westminster Bank plc (the
"Revolving Credit Facility"); and
(b) a GBP60,000,000 term facility made between (1) Oxford
Instruments plc as a borrower and (2) HSBC Bank plc, Abbey National
Treasury Services plc and National Westminster Bank plc (the "Term
Loan Facility", and together with the Revolving Credit Facility,
the "Facilities").
It is Oxford Instruments' intention that once the Offer has
become or is declared unconditional in all respects, OINTH will
procure that Andor will accede to the Facilities and provide a
guarantee to the lenders under such debt facilities.
Evercore is satisfied that sufficient resources are available to
Oxford Instruments to satisfy in full the cash consideration
payable pursuant to the Offer.
6. Background to and Reasons for the Offer
Oxford Instruments recently announced that it intends to
increase its focus on the fast growing Nano-Bio market through the
application of existing and new techniques. The acquisition of
Andor would allow Oxford Instruments to accelerate the delivery of
this strategy given Andor's presence in this market.
Andor is a high quality business with a strong track record.
Andor's product portfolio is highly complementary to Oxford
Instruments' Nanotechnology Tools division. Both Andor and Oxford
Instruments have strong capabilities in selling to academic
customers and, together, the companies could offer a broad range of
high quality instrumentation to scientific users as well as
leveraging a more powerful distribution network. In addition, the
Enlarged Group would benefit from the considerable strength that
exists in both R&D teams and strong technical management.
Oxford Instruments fully recognises the value of Andor's Belfast
base with its highly skilled workforce and believes the cultural
fit between Andor and Oxford Instruments is strong.
The acquisition of Andor is consistent with Oxford Instruments'
strategy of adding attractive new markets and techniques to the
existing portfolio through targeted acquisitions.
As set out in the announcement falling under Rule 2.4 of the
Code dated 6 December 2013, the Offer is Oxford Instruments' final
offer price and, pursuant to Rule 2.5(a)(ii) of the Code, Oxford
Instruments will not be permitted to increase the Offer Price
unless a third party makes a higher competing offer for Andor.
7. Information on Oxford Instruments
Oxford Instruments designs, supplies and supports
high-technology tools and systems with a focus on research and
industrial applications. It provides solutions needed to advance
fundamental physics research and its transfer into commercial
nanotechnology applications. Innovation has been the driving force
behind Oxford Instruments' growth and success for over 50 years,
and its strategy is to effect the successful commercialisation of
these ideas by bringing them to market in a timely and
customer-focused fashion.
The first technology business to be spun out from Oxford
University over fifty years ago, Oxford Instruments is now a global
company with over 1800 staff worldwide and is listed on the FTSE250
index of the London Stock Exchange (OXIG). Its objective is to be
the leading provider of new generation tools and systems for the
research and industrial sectors. This involves the combination of
core technologies in areas such as low temperature, high magnetic
field and ultra high vacuum environments, Nuclear Magnetic
Resonance, X-ray, electron and optical based metrology, and
advanced growth, deposition and etching.
Oxford Instruments aims to pursue responsible development and
deeper understanding of our world through science and technology.
Its products, expertise, and ideas address global issues such as
energy, environment, security and health. The business of Oxford
Instruments is structured around three segments which reflect its
expertise and business objectives, namely Nanotechnology Tools,
Industrial Products and Service.
Total revenue for the financial year of Oxford Instruments ended
31 March 2013 was GBP350.8 million(3).
OINTH is a non-trading holding company which is a wholly owned
subsidiary of Oxford Instruments and has been designated as an
investment vehicle for the purpose of acquiring Andor under the
Offer.
OINTH has not traded since incorporation, nor has it entered
into any obligations, other than in connection with guaranteeing
the Oxford Instruments Group's debt financing.
8. Information on Andor
Andor is based in Belfast, Northern Ireland and operates at the
high-value end of the global scientific digital camera market. It
is a global leader in the development and manufacture of high
performance scientific digital cameras for academic, industrial and
government applications.
Andor was established in 1989 as a spin-out from Queen's
University in Belfast, and now employs over 400 people in offices
in Europe, North America and Asia Pacific. Andor's shares were
admitted to trading on AIM on 3 December 2004, with full year
revenue and adjusted profit before tax to 30 September 2004 of
GBP11.7 million and GBP1.2 million respectively. For the financial
year ended 30 September 2013, Andor reported revenues of GBP54.6
million and adjusted profit before tax of GBP7.4 million.
Andor focuses on four market segments, namely Research,
Microscopy Systems ("Systems"), OEM and Software.
-- Research represents the sale of ultra-sensitive imaging
cameras and spectroscopy solutions to academia and
government-funded research institutes. Andor has developed some of
the world's most advanced and versatile detectors available and
continues to shape the industry with customer-focused product
development.
-- Systems represents sales of complete confocal systems,
currently focusing on live cell applications, to the same customer
groups as Research. Andor is focused on providing best-in-class
performance within a modular architecture. Andor designs and
manufactures microscopy products to integrate with its own and
third-party software, and all leading microscopes.
(3)Source: Oxford Instruments plc Annual Report 2013.
-- OEM represents the sale of cameras and associated products to
instrumentation manufacturers and is a higher volume, repeat order
business. Andor products form an integral part in many of its
industrial partners' instrumentation.
-- Software represents the sale of image analysis software
typically to research institutes.
Andor continues to view the continuous development and
introduction of new leading-edge products that meet its research
customers' needs as being essential in retaining Andor's
competitive advantage across the global markets that it serves.
Andor therefore remains focused on its long term strategy of
delivering growth through continued investment in innovation.
Andor has also pursued an inorganic strategy to fulfill its
growth objectives, acquiring Bitplane AG, based in Zurich,
Switzerland, in 2009. Bitplane is a leading interactive microscopy
image analysis software company whose focus on 3D and 4D imaging
complements Andor's existing business. In 2010, Andor acquired
Photonic Instruments Inc and Imaginative Optics Inc., adding
patented illumination solutions to its Systems offering. Andor has
recently acquired Spectral Applied Research Inc. of Canada, which
specialises in the design and manufacture of optical systems for
the cell biology research community, and Apogee Imaging Systems
Inc. of the US, which complement the growing range of cameras and
associated products that Andor offers to its Research and OEM
customers globally. These acquisitions, completed in October 2013,
align with Andor's strategic plan of utilising its cash to deliver
a combination of organic and acquisitive growth.
For the financial year ended 30 September 2013, Andor reported
revenues of GBP54.6 million. As at 30 September 2013, Andor's net
assets were GBP50.9 million, with net cash of GBP22.9 million.
Andor's adjusted profit before tax for the financial year ended 30
September 2013 was GBP7.4 million, with adjusted earnings per share
of 21.2 pence. Adjusted results are before amortisation of acquired
intangibles.
9. Management, employees and intentions regarding Andor
Oxford Instruments has been impressed with the capabilities and
professionalism of the Andor executive management team. Oxford
Instruments attaches great importance to the active participation
and continued commitment of Andor's employees and believes that
they will benefit from enhanced career and business opportunities
as part of the Enlarged Group.
Accordingly, Oxford Instruments will give assurances to the
Andor board that upon completion of the Offer, the existing
contractual and statutory employment rights, including pension
rights, of the existing employees of the Andor Group will be fully
safeguarded.
The senior management teams of both businesses will work
together on completion of the Offer and seek to maintain the strong
cultural heritage of both firms. No changes are envisaged to
Andor's business locations in Belfast or to the deployment of the
fixed assets of Andor in Belfast.
Oxford Instruments recognises the strong links that Andor has
with Queen's University in Belfast and would look to continue and
strengthen that relationship.
Separately, the non-executive Andor Directors have confirmed
that they intend to resign as Andor Directors on the completion of
the Offer.
10. Dividends
On 2 December 2013, the board of Andor announced its
recommendation of a dividend of 2.15 pence per Andor Share for the
Andor financial year ended 30 September 2013 (the "2013 Dividend"),
which, if approved at the Andor annual general meeting in 2014
(notice of which is yet to be posted to the Andor Shareholders)
(the "AGM"), will be paid on 28 February 2014.
If the Offer becomes unconditional on or after the AGM and the
2013 Dividend is approved by the Andor Shareholders, in accordance
with the terms and conditions of the Offer, the price payable under
the Offer in respect of an Andor Share will be reduced by 2.15
pence (or such other dividend amount as the Andor Shareholders may
approve and is paid).
In the event that the Offer becomes unconditional prior to the
AGM, it is anticipated that the 2013 Dividend will not be paid.
11. Expected timetable
The Offer Document containing further details of the Offer will
be despatched to Andor Shareholders shortly and, in any event,
within 28 days of this announcement pursuant to Rule 24.1(a) of the
Code.
12. Structure of the Offer and conditions
The Offer is to be effected by means of a takeover offer within
the meaning of Part 28 of the 2006 Act. Oxford Instruments reserves
the right to elect to implement the acquisition of Andor, with the
consent of the Panel, by way of a Scheme which will be implemented
on the same terms (subject to appropriate amendment) as the
Offer.
In the event of such an election by Oxford Instruments, the
Andor Directors with holdings of Andor Shares have agreed to vote
in favour of the shareholder resolutions required in connection
with the Scheme. Further details of these undertakings are set in
paragraph 4 and in Appendix III.
References to the Offer and the Offer Document in this
announcement shall include, where applicable, such Scheme.
The Offer will be subject to the conditions and further terms
set out or referred to in Appendix I and in the Offer Document.
13. Financial effects of acceptance of the Offer
The Enlarged Group will have pro forma revenues of GBP405.4
million4 and pro forma adjusted earnings before interest and tax
("EBIT") of GBP56.9 million5. The acquisition is expected to be
earnings enhancing for Oxford Instruments in the first full
financial year following the date the Offer becomes or is declared
unconditional in all respects.6
4 Source: Oxford Instruments plc Annual Report 2013 and Andor
Technology plc Preliminary Results for the year ended 30 September
2013. This is the arithmetic sum of Oxford Instruments' and Andor's
revenue based on their respective financial year ends and this
illustrative total is not adjusted to align the companies'
year-ends.
5 Source: Oxford Instruments plc Annual Report 2013 and Andor
Technology plc Preliminary Results for the year ended 30 September
2013. Adjusted EBIT is not a measure of financial performance under
IFRS, or generally accepted accounting principles. The EBIT measure
is presented before amortisation of acquired intangibles,
acquisition costs and other exceptional items. The Andor EBIT
measure of performance may not be comparable to Oxford Instruments'
EBIT measure of performance, and vice versa. This is the arithmetic
sum of Oxford Instruments' and Andor's EBIT based on their
respective financial year ends and this illustrative total is not
adjusted to align the companies' year-ends.
6 These statements should not be construed as a profit forecast
or interpreted to mean that the future earnings per share, profits,
margins or cashflows of the Enlarged Group will necessarily be
greater than the historic published figures.
14. Opening Position Disclosure
Oxford Instruments confirms that it has made an Opening Position
Disclosure on 20 November 2013, setting out the details required to
be disclosed by it under Rule 8.1(a) of the Code.
15. De-listing, cancellation of trading and re-registration
If Oxford Instruments receives acceptances of the Offer in
respect of, and/or otherwise acquires or contracts to acquire, 90
per cent or more in nominal value of the Andor Shares to which the
Offer relates and of the voting rights carried by those Andor
Shares and assuming that all of the other Conditions have been
satisfied or waived (if capable of being waived), Oxford
Instruments intends to exercise its rights in accordance with
sections 974 to 991 inclusive of the 2006 Act to acquire
compulsorily any remaining Andor Shares to which the Offer relates
on the same terms as the Offer.
Following the Offer becoming, or being declared, unconditional
in all respects and subject to any applicable requirements of the
AIM Rules and if sufficient acceptances are received under the
Offer such that Oxford Instruments holds not less than 75 per cent
of the voting rights of Andor, Oxford Instruments intends to
procure that Andor applies to the London Stock Exchange for the
cancellation of the admission of the Andor Shares to trading on
AIM. It is anticipated that such cancellation will take effect no
earlier than 20 Business Days after the Offer becomes, or is
declared, unconditional in all respects, subject to compliance with
the applicable requirements of the AIM Rules.
The cancellation of the admission to trading on AIM of the Andor
Shares will significantly reduce the liquidity and marketability of
any Andor Shares not acquired by Oxford Instruments.
It is also intended that, following the Offer becoming, or being
declared, unconditional in all respects and, assuming the
cancellation of the admission to trading on AIM of the Andor Shares
occurs, Andor will be re-registered as a private company under the
relevant provisions of the 2006 Act.
16. Overseas shareholders
The availability of the Offer or the distribution of this
announcement to Andor Shareholders who are not resident in the
United Kingdom may be affected by the laws of their relevant
jurisdiction. Such persons should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdiction. Andor Shareholders who are in any doubt regarding
such matters should consult an appropriate independent professional
adviser in the relevant jurisdiction without delay.
This announcement does not constitute an offer for sale of any
securities or an offer or an invitation to purchase any securities.
Andor Shareholders are advised to read carefully the Offer Document
and related Forms of Acceptance once these have been
dispatched.
17. Andor Share Schemes
Participants in the Andor Share Schemes will be contacted
separately regarding the effect of the Offer on their rights under
the Andor Share Schemes and appropriate proposals in accordance
with Rule 15 of the City Code will be made to such persons in due
course.
18. Rule 2.10 Disclosure
In accordance with Rule 2.10 of the Code, Andor confirms that it
has 32,020,496 Andor Shares in issue and admitted to trading on
AIM. The International Securities Identification Number for Andor
Shares is GB00B043J741.
19. Offer-related arrangements
Pursuant to a letter from Oxford Instruments to Andor dated 7
October 2013, Oxford Instruments and Andor entered into a
confidentiality agreement containing certain confidentiality
undertakings relating to the Offer. This agreement is referred to
in paragraph 20 below.
20. Documents to be published on a website
Copies of the following documents will by no later than 12 noon
(London time) on 11 December 2013 be published on Oxford
Instruments' website at www.oxford-instruments.com and on Andor's
website at www.andorplc.com until the end of the Offer:
-- the irrevocable undertakings and the letter of intent listed in Appendix III;
-- the other offer-related arrangement referred to in paragraph 19 above;
-- this announcement; and
-- the agreements relating to the Facilities referred to in paragraph 5 above.
21. General
The Offer will comply with the applicable rules and regulations
of the UK Listing Authority, the AIM Rules, the London Stock
Exchange and the City Code.
There are no agreements or arrangements to which Oxford
Instruments is a party which relate to the circumstances in which
it may or may not invoke or seek to invoke a Condition.
Appendix II to this announcement contains the sources and bases
of certain financial information contained in this announcement.
Appendix III provides details of the irrevocable undertakings and
the letter of intent received by Oxford Instruments. Appendix IV
contains definitions of certain terms used in the summary and in
this announcement.
Enquiries
Oxford Instruments plc Tel: +44 (0)1865 393 200
Jonathan Flint (Chief Executive)
Kevin Boyd (Group Finance Director)
Evercore (Lead Financial Adviser to Tel: +44 (0)20 7653 6000
Oxford Instruments)
Bernard Taylor
Julian Oakley
J.P. Morgan Cazenove (Joint Financial Tel: +44 (0)20 7777 2000
Adviser and Corporate broker to Oxford
Instruments)
Robert Constant
Richard Perelman
MHP Communications (PR Adviser to Tel: +44 (0)20 3128 8100
Oxford Instruments)
Rachel Hirst
Andor Technology plc Tel: +44 (0)28 9023 7126
Conor Walsh (Chief Executive)
Alan Lilley (Finance Director)
Jefferies (Financial Adviser to Andor) Tel: +44 (0)20 7029 8000
Dominic Lester
Tariq Hussain
Investec Bank plc (Nominated Adviser Tel: +44 (0)20 7597 4000
and Broker to Andor)
Keith Anderson
Dominic Emery
FTI Consulting (PR Adviser to Andor) Tel: +44 (0)20 7831 3113
Matt Dixon
Tracey Bowdith
Oxford Instruments will host a call for analysts regarding the
Offer on 11 December 2013 at 9.30 a.m. Details are as follows:
UK Toll Number 02031394830
UK Toll-Free Number 08082370030
Participant Pin Number 31719310#
ITFS List for International http://wpc.1726.planetstream.net/001726/FEL_Events_International_Access_List.pdf
Participant Connection
Evercore is acting as lead financial adviser to Oxford
Instruments on the Offer, with J.P. Morgan Cazenove acting as joint
financial adviser and broker.
Jefferies is acting as financial adviser to Andor on the Offer,
with Investec Bank plc acting as Nominated Adviser and Broker.
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting as financial adviser exclusively for
Oxford Instruments and no one else in connection with the Offer and
will not regard any other person as its client in relation to the
matters referred to in this announcement and will not be
responsible to anyone other than Oxford Instruments for providing
the protections afforded to clients of Evercore, nor for providing
advice in relation to the matters referred to in this
announcement.
J.P. Morgan Limited, which conducts its UK investment banking
businesses as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority. J.P. Morgan Cazenove is acting as joint
financial adviser and corporate broker exclusively for Oxford
Instruments and no one else in connection with the matters referred
to in this announcement and will not regard any other person as its
client in relation to the matters referred to in this announcement
and will not be responsible to anyone other than Oxford Instruments
for providing the protections afforded to clients of J.P. Morgan
Cazenove, nor for providing advice in relation to the matters
referred to in this announcement.
Jefferies, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for Andor and no one else in connection with the Offer and will not
be responsible to anyone otherthan Andor for providing the
protections afforded to clients of Jefferies nor for providing
advice in relation to matters described herein, nor for providing
advice in relation to the Offer or any matter or arrangement
referred to herein.
Investec Investment Banking, a division of Investec Bank plc,
which is authorised by the Prudential Regulation Authority and
regulated in the United Kingdom by the Prudential Regulation
Authority and the Financial Conduct Authority, is acting
exclusively for Andor and is not acting for anyone else in
connection with the Offer and will not be responsible to anyone
other than Andor for providing the protections afforded to clients
of Investec Investment Banking, nor for providing advice in
relation to the Offer or any matter or arrangement referred to
herein.
Further Information
This announcement is not intended to and does not constitute or
form part of an offer or invitation to sell or the solicitation of
an offer to subscribe for or buy or an invitation to purchase or
subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Offer or otherwise,
nor shall there be any sale, issuance or transfer of the securities
in any jurisdiction in contravention of applicable law. The Offer
will be made solely through the Offer Document and (in respect of
Andor Shares in certificated form) the Form of Acceptance, which
will together contain the final terms and conditions of the Offer,
including details of how to accept the Offer. Any acceptance of the
Offer should be made only on the basis of the information in the
Offer Document and (in respect of Andor Shares held in certificated
form) the Form of Acceptance. Andor and Oxford Instruments urge
Andor Shareholders to read the Offer Document because it will
contain important information relating to the Offer.
The ability of Andor Shareholders who are not resident in and
citizens of the United Kingdom to accept the Offer may be affected
by the laws of the relevant jurisdictions in which they are located
or of which they are citizens. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions.
Further details in relation to Overseas Shareholders will be
contained in the Offer Document.
The release, publication or distribution of this announcement in
jurisdictions other than in the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. 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 involved in the
Offer disclaim any responsibility or liability for the violation of
such restrictions by any person. This announcement has been
prepared for the purposes of complying with English law, the laws
of Northern Ireland, the Listing Rules, the AIM Rules, the rules of
the London Stock Exchange and the City 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 any jurisdiction outside the United Kingdom.
Copies of this announcement and formal documentation relating to
the Offer will not be and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from any Restricted
Jurisdiction.
Forward-Looking Statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Offer, and other information published by Oxford Instruments and
Andor contain statements that are or may be deemed to be
"forward-looking statements", including for the purposes of the US
Private Securities Litigation Reform Act of 1995. These statements
are prospective in nature and are not based on historical facts,
but rather on the current expectations of the management of Oxford
Instruments and Andor about future events and are naturally subject
to uncertainty and changes in circumstances which could cause
actual events to differ materially from the future events expected
or implied by the forward-looking statements. The forward-looking
statements contained herein include statements about the expected
effects of the Offer on Andor, Oxford Instruments, the expected
timing and scope of the Offer, synergies, other strategic options
and all other statements in this announcement other than historical
facts. Forward-looking statements may (but will not always)
include, without limitation, statements typically containing words
such as "targets", "plans", "aims", "intends", "expects",
"anticipates", "believes" "estimates", "will", "may", "budget",
"forecasts" and "should" and words of similar import. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that will
occur in the future. These forward-looking statements are not
guarantees of future performance and have not been reviewed by the
auditors of Oxford Instruments or Andor. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to, the
satisfaction of the Conditions to the Offer, as well as additional
factors, such as changes in economic conditions, changes in the
level of capital investment, success of business and operating
initiatives and restructuring objectives, customers' strategies and
stability, changes in the regulatory environment, fluctuations in
interest and exchange rates, the outcome of litigation, government
actions and natural phenomena such as floods, earthquakes and
hurricanes. Other unknown or unpredictable factors could cause
actual results to differ materially from those in the
forward-looking statements.
Investors should not place undue reliance on any forward-looking
statements and none of Oxford Instruments, any member of the Oxford
Instruments Group nor Andor, any member of the Andor Group, nor any
of their respective advisers, associates, directors or officers
undertakes any obligation to update publicly, expressly disclaim or
revise forward-looking statements, whether as a result of new
information, future events or otherwise, except to the extent
legally required or provides any representation, assurance or
guarantee that the occurrence of events expressed or implied in any
forward looking statement in this announcement will actually
occur.
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 per share
for Oxford Instruments or Andor, as appropriate, for the current or
future financial years would necessarily match or exceed the
historical published earnings or earnings per share for Oxford
Instruments or Andor, as appropriate.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in
one 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 (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 p.m. (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. (London time) on the tenth 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 one 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
(i) the offeree company and (ii) any securities exchange offeror,
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 p.m. (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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Information relating to Andor Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Andor Shareholders, persons with
information rights and relevant persons for the receipt of
electronic communications from Andor may be provided to Oxford
Instruments during the Offer Period where requested under Section 4
of Appendix 4 of the City Code.
Publication on the Oxford Instruments and Andor websites
A copy of this announcement will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, for inspection on Oxford Instruments'
website at www.oxford-instruments.comand on Andor's website at
www.andorplc.comby no later than 12 noon (London time) on 11
December 2013 until the end of the Offer. For the avoidance of
doubt, the contents of those websites are not incorporated and do
not form part of this announcement.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
APPENDIX i
CONDITIONS AND FURTHER TERMS OF THE OFFER
1. CONDITIONS OF THE OFFER
The Offer is subject to the following Conditions:
(a) valid acceptances being received (and not, where permitted,
withdrawn) by not later than 1.00 p.m. (London time) on the first
closing date of the Offer (or such later time(s) and/or date(s) as
OINTH may, subject to the rules of the Code or with the consent of
the Panel, decide) in respect of not less than 90 per cent (or such
lower percentage as OINTH may decide) (1) in nominal value of the
Andor Shares to which the Offer relates; and (2) of the voting
rights attached to those shares, provided that this condition will
not be satisfied unless OINTH and/or any members of the Oxford
Instruments Group shall have acquired or agreed to acquire (whether
pursuant to the Offer or otherwise) Andor Shares carrying in
aggregate more than 50 per cent of the voting rights then normally
exercisable at general meetings of Andor:
For the purposes of this condition:
(i) Andor Shares which have been unconditionally allotted, but
not issued, before the Offer becomes or is declared unconditional
as to acceptances, whether pursuant to the exercise of any
outstanding subscription or conversion rights or otherwise, shall
be deemed to carry the voting rights they will carry on being
entered into the register of members of Andor;
(ii) the expression "Andor Shares to which the Offer relates"
shall be construed in accordance with Part 28 of the 2006 Act;
(iii) valid acceptances shall be deemed to have been received in
respect of Andor Shares which are treated for the purposes of
section 979 of the 2006 Act as having been acquired or contracted
to be acquired by OINTH by virtue of acceptances of the Offer;
(b) (i) the German competition authorities having confirmed to
OINTH that no filing is required to be made by OINTH in respect of
the Offer under the German Act Against Restraints of Competition
(Gesetz gegen Wettbewerbsbeschränkungen (the "GWB"); or
(ii) the German competition authorities having approved the
consummation of the Offer under the GWB unconditionally or, if
approved with conditions, on such conditions reasonably
satisfactory to OINTH; or
(iii) all German filings having been made to the German
competition authorities in connection with the Offer and all or any
applicable waiting periods under the GWB having expired, lapsed or
been terminated;
(c) save for the provisions of paragraph 1(b) above, no
government or governmental, quasi-governmental, supranational,
statutory or regulatory body, or any court, institution,
investigative body, association, trade agency or professional or
environmental body or (without prejudice to the generality of the
foregoing) any other person or body in any jurisdiction (each, a
"Relevant Authority") having decided to take, instituted, implement
or threaten any action, proceeding, suit, investigation or enquiry
or enacted, made or proposed any statute, regulation or order or
otherwise taken any other step or done anything, and there not
being outstanding any statute, legislation or order, that would or
might:
(i) make the Offer, or its implementation, or the proposed
acquisition of Andor or any Andor Shares or any other shares or
securities in, or wider control of, Andor by OINTH or any member of
the Wider Oxford Instruments Group or the subscription by, or
allotment to, any member of the Wider Oxford Instruments Group of
Andor Shares or any matter arising therefrom or relating thereto,
void, illegal or unenforceable under the laws of any relevant
jurisdiction or otherwise, directly or indirectly, restrict,
restrain, prohibit, delay, impose additional conditions or
obligations with respect to, or otherwise interfere with the
implementation of, the Offer or the acquisition of any Andor Shares
by OINTH or any matters arising therefrom;
(ii) require, prevent, delay or affect the divestiture by any
member of the Wider Oxford Instruments Group or by any member of
the Wider Andor Group of all or any portion of their businesses,
assets or property or of any Andor Shares or other securities in
Andor or (to an extent which is material in the context of the
Wider Oxford Instruments Group or the Wider Andor Group, as the
case may be, taken as a whole) impose any limitation on the ability
of any of them to conduct their respective businesses or own their
respective assets or properties or any part thereof;
(iii) impose any limitation on, or result in a delay in, the
ability of any member of the Wider Oxford Instruments Group to
acquire or hold or exercise effectively, directly or indirectly,
all rights of all or any of the Andor Shares (whether acquired
pursuant to the Offer or otherwise);
(iv) require any member of the Wider Oxford Instruments Group or
the Wider Andor Group to offer to acquire any shares or other
securities or rights thereover in any member of the Wider Andor
Group owned by any third party;
(v) make the Offer or its implementation or the proposed
acquisition of Andor or any member of the Wider Andor Group or of
any Andor Shares or any other shares or securities in, or control
of, Andor illegal, void or unenforceable in or under the laws of
any jurisdiction;
(vi) impose (to an extent which is material in the context of
the Wider Oxford Instruments Group or the Wider Andor Group, as the
case may be, taken as a whole) any limitation on the ability of any
member of the Wider Oxford Instruments Group or the Wider Andor
Group to co-ordinate its business, or any part of it, with the
business of any other member of the Wider Oxford Instruments Group
or the Wider Andor Group;
(vii) result in any member of the Wider Oxford Instruments Group
or Wider Andor Group ceasing (to an extent which is material in the
context of the Wider Oxford Instruments Group or the Wider Andor
Group, as the case may be, taken as a whole) to be able to carry on
business in a manner in which it presently does so; or
(viii) otherwise adversely affect (to an extent which is
material in the context of the Wider Oxford Instruments Group or
the Wider Andor Group, as the case may be, taken as a whole) any or
all of the businesses, assets, prospects or profits of any member
of the Wider Oxford Instruments Group or the Wider Andor Group or
the exercise of rights of shares of any company in the Andor
Group,
and all applicable waiting periods during which such Relevant
Authority could institute, implement or threaten any such action,
proceeding, suit, investigation, enquiry or reference or otherwise
intervene having expired, lapsed or been terminated;
(d) all necessary filings or applications which are necessary or
reasonably considered appropriate having been made in connection
with the Offer and all statutory or regulatory obligations in any
jurisdiction having been complied with in connection with the Offer
or the acquisition of any shares or securities in, or control of,
Andor or any member of the Wider Andor Group by any member of the
Wider Oxford Instruments Group and all authorisations, orders,
grants, consents, clearances, licences, permissions and approvals,
in any jurisdiction, deemed necessary or appropriate by OINTH for
or in respect of the Offer, the proposed acquisition of any shares
or securities in, or control of, Andor or any member of the Wider
Andor Group by any member of the Wider Oxford Instruments Group or
the carrying on of the business of any member of the Wider Andor
Group or the Wider Oxford Instruments Group or any matters arising
therefrom being obtained in terms satisfactory to OINTH from all
appropriate Relevant Authorities or (without prejudice to the
generality of the foregoing) from any persons or bodies with whom
any members of the Wider Andor Group or the Wider Oxford
Instruments Group has entered into contractual arrangements and
such authorisations, orders, grants, consents, clearances,
licences, permissions and approvals remaining in full force and
effect and there being no intimation of any intention to revoke or
not to renew the same and all necessary filings having been made,
all appropriate waiting and other time periods (including
extensions thereto) under any applicable legislation and
regulations in any jurisdiction having expired, lapsed or been
terminated and all necessary statutory or regulatory obligations in
any jurisdiction in respect of the Offer or the proposed
acquisition of Andor by OINTH or of any Andor Shares or any matters
arising therefrom having been complied with;
(e) appropriate assurances being received, in terms satisfactory
to OINTH, from the Relevant Authorities or any party with whom any
member of the Wider Andor Group has any contractual or other
relationship that the interests held by any member of the Wider
Andor Group under licences, leases, consents, permits and other
rights will not be materially adversely amended or otherwise
affected by the Offer or the proposed acquisition of Andor or any
matters arising therefrom, that such licences, leases, consents,
permits and other rights are in full force and effect and that
there is no intention to revoke or amend any of the same;
(f) save as announced publicly and in each case delivered to a
Regulatory Information Service prior to 10 December 2013 and save
in relation to Grants received by the Andor Group which have been
disclosed to Oxford Instruments in writing, there being no
provision of any agreement, instrument, permit, licence or other
arrangement to which any member of the Wider Andor Group is a party
or by or to which it or any of its assets may be bound or subject
which, as a consequence of the Offer or the acquisition of Andor or
because of a change in the control or management of Andor or any
member of the Andor Group or any matters arising therefrom or
otherwise, could or might reasonably be expected to, in each case
to an extent which is material in the context of the Wider Andor
Group (taken as a whole), result in:
(ix) any monies borrowed by, or other indebtedness, actual or
contingent, of, or grant available to, any member of the Wider
Andor Group becomes or is capable of being declared repayable
immediately or earlier than the repayment date stated in such
agreement, instrument or other arrangement or the ability of any
member of the Wider Andor Group to borrow moneys or incur
indebtedness is withdrawn or inhibited;
(x) any mortgage, charge or other security interest is created
over the whole or any part of the business, property or assets of
any member of the Wider Andor Group or any such security (whenever
arising) becomes enforceable;
(xi) any such agreement, instrument, permit, licence or other
arrangement, or any right, interest, liability or obligation of any
member of the Wider Andor Group therein, is terminated or adversely
modified or affected or any action is taken or onerous obligation
arises thereunder;
(xii) the value of any member of the Wider Andor Group or its
financial or trading position is prejudiced or adversely
affected;
(xiii) the rights, liabilities, obligations or interests or
business of any member of the Wider Andor Group in or with any
other person, firm or company (or any arrangement relating to such
interest or business) is terminated, modified or adversely
affected;
(xiv) any asset or interest of any member of the Wider Andor
Group being or falling to be disposed of or ceasing to be available
to any member of the Wider Andor Group or any right arising under
which any such asset or interest could be required to be disposed
of or could cease to be available to any member of the Wider Andor
Group;
(xv) any member of the Wider Andor Group ceases to be able to
carry on business under any name under which it currently does
so;
(xvi) any requirement on any such member to acquire, subscribe,
pay up or repay any shares or other securities; or
(xvii) the creation or acceleration of any liability (actual or
contingent) by a member of the Wider Andor Group, other than trade
creditors or other liabilities incurred in the ordinary course of
business,
and no event having occurred which, under any provision of any
agreement, arrangement, licence, permit or other instrument to
which any member of the Wider Andor Group is a party or by or to
which any such member or any of its assets may be bound, entitled
or subject, could reasonably be expected to result in any of the
events or circumstances as are referred to in sub-paragraphs (i) to
(ix) of this Condition;
(g) since 30 September 2012 and save as announced publicly and
in each case delivered to a Regulatory Information Service prior to
10 December 2013, no member of the Wider Andor Group having:
(xviii) save as between Andor and wholly owned subsidiaries of
Andor or for Andor Shares issued pursuant to Andor Share Schemes
issued or agreed to issue or authorised or proposed the issue of
additional shares of any class or issued or authorised or proposed
the issue of or granted securities convertible into or rights,
warrants or options to subscribe for or acquire such shares or
convertible securities or redeemed, purchased or reduced or
announced any intention to do so or made any other change to any
part of its share capital;
(xix) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any dividend, bonus or other
distribution whether payable in cash or otherwise;
(xx) issued or authorised or proposed the issue of any
debentures or incurred or increased any indebtedness or contingent
liability which is material in the context of the Wider Andor Group
taken as a whole;
(xxi) save for any intra-Andor Group transaction, made or
authorised or announced an intention to propose any change in its
loan capital, disposed of or transferred, mortgaged or encumbered
any asset or any right, title or interest in any asset or entered
into or varied any contract, commitment or arrangement (whether in
respect of capital expenditure or otherwise) which is of a long
term or unusual nature or which involves or could involve an
obligation of a nature or magnitude which is material in the
context of the Wider Andor Group taken as a whole or authorised,
proposed or announced any intention to do so;
(xxii) entered into or varied or proposed or announced its
intention to enter into or vary any contract, commitment,
arrangement or other transaction which is of a long term or unusual
or onerous nature or is otherwise than in the ordinary course of
business, in each case, which is material in the context of the
Wider Andor Group taken as whole;
(xxiii) entered into, or varied the terms of, or made any offer
(which remains open for acceptance) to enter into or vary to a
material extent the terms of, any agreement, arrangement,
instrument, commitment or obligation with or for the benefit of any
of the directors or, except for salary increases, bonuses or
variations of terms in the ordinary course, senior executives;
including any retirement, death or disability benefit or any share
option or bonus scheme;
(xxiv) merged or demerged with any body corporate or acquired or
disposed of or transferred, mortgaged or charged or created any
security interest over any assets or any right, title or interest
in any asset (including shares and trade investments) (except in
the ordinary course of business);
(xxv) other than pursuant to this Offer, authorised or proposed
or announced any intention to propose any merger, demerger,
acquisition or disposal, transfer, mortgage, charge or security
interest;
(xxvi) taken or proposed any corporate action or had any legal
proceedings started or threatened against it for its winding-up,
dissolution or reorganisation or for the appointment of a receiver,
administrator, administrative receiver, trustee or similar officer
of all or any of its assets and revenues or any analogous
proceedings in any jurisdiction or had any such person
appointed;
(xxvii) waived or compromised any claim which is material in the
context of the Wider Andor Group taken as a whole;
(xxviii) made any amendment to its articles of association or
other incorporation documents;
(xxix) (except in relation to changes made or agreed as a result
of, or arising from, changes to legislation) proposed, agreed to
provide or modified terms of any Andor Share Schemes or other
benefit relating to the employment or termination of employment of
any person employed by the Wider Andor Group which are material in
the context of the Wider Andor Group taken as a whole;
(xxx) made or agreed or consented to:
(A) any significant change to:
(aa) the terms of the trust deeds (or any other contractual
documentation) constituting the pension scheme(s) established for
its directors, employees or their dependants; or
(bb) the benefits which accrue or to the pensions which are payable thereunder; or
(cc) the basis on which qualification for, or accrual or
entitlement to such benefits or pensions are calculated or
determined; or
(dd) the basis upon which the liabilities (including pensions)
or such pension schemes are funded or made; or
(B) any change to the trustees including the appointment of a trust corporation;
(xxxi) entered into any contract, transaction or arrangement
which is or may be restrictive on the business of any member of the
Wider Andor Group or the Wider Oxford Instruments Group;
(xxxii) entered into any contract, commitment or agreement with
respect to, or announced any intention to, or to propose to, effect
any of the transactions or events referred to in this condition
(g);
(xxxiii) been unable or admitted that it is unable to pay its
debts or having stopped or suspended (or threatened to stop or
suspend) payment of its debts generally or ceased or threatened to
cease carrying on all or a substantial part of its business;
and
(xxxiv) having taken (or agreed or proposed to take) any action
which requires, or would require, the consent of the Panel or the
approval of Andor Shareholders in general meeting in accordance
with, or as contemplated by, Rule 21.1 of the Code;
(h) since 30 September 2012 and save as announced publicly and
in each case delivered to a Regulatory Information Service prior to
10 December 2013, or save as disclosed to Oxford Instruments in
writing,:
(xxxv) no litigation, arbitration, prosecution or other legal
proceedings having been instituted, announced or threatened or
become pending or remaining outstanding (including from any
Relevant Authority) by or against any member of the Wider Andor
Group or to which any member of the Wider Andor Group is or may
become a party (whether as plaintiff, defendant or otherwise);
(xxxvi) no adverse change having occurred in the business,
assets, financial or trading position, profits or prospects of any
member of the Wider Andor Group;
(xxxvii) no steps having been taken which would or are
reasonably likely to result in the withdrawal, cancellation,
termination or modification of any material licence or exploration
licence held by any member of the Wider Andor Group which is
necessary for the proper carrying on of its business;
(xxxviii) no enquiry or investigation by any Relevant Authority
having been threatened, announced, implemented or instituted or
remaining outstanding; or
(xxxix) no material liability (actual, contingent or otherwise)
having arisen or become apparent or increased;
(i) OINTH not having discovered that any member of the Wider
Andor Group is subject to any liability, actual or contingent,
which is not disclosed in the annual report and accounts of Andor
for the financial year ended 30 September 2012, its interim results
dated 31 March 2013 or its preliminary results dated 30 September
2013 and has not been disclosed to Oxford Instruments in writing,
and which is material in the context of the Andor Group taken as a
whole; and
(j) since 30 September 2012 and save as announced publicly and
in each case delivered to a Regulatory Information Service prior to
10 December 2013, or save as disclosed to Oxford Instruments in
writing, OINTH not having discovered that:
(xl) any past or present member of the Wider Andor Group has not
complied with all applicable legislation or regulations of any
jurisdiction with regard to the storage, disposal, discharge,
spillage, leak or emission of any waste or hazardous substance or
any substance likely to impair the environment or to harm human
health or otherwise relating to environmental matters (which
non-compliance might give rise to any liability (whether actual or
contingent) on the part of any member of the Wider Andor Group) or
that there has otherwise been any such disposal, discharge,
spillage, leak or emission (whether or not the same constituted a
non-compliance by any person with any such legislation or
regulations and wherever the same may have taken place) which in
any such case might give rise to any liability (whether actual or
contingent) on the part of any member of the Wider Andor Group;
(xli) there is or is likely to be any liability (whether actual
or contingent) to make good, repair, reinstate or clean up any
property now or previously owned, occupied or made use of by any
past or present member of the Wider Andor Group or any controlled
waters under any environmental legislation, regulation, notice,
circular or order of any Relevant Authority or third party or
otherwise;
(xlii) any member of the Wider Andor Group or any person that
performs or has performed services for or on behalf of any such
member is or has engaged in any activity, practice or conduct which
would constitute an offence under the Bribery Act 2010 or any other
applicable anti-corruption legislation; or
(xliii) any asset of any member of the Wider Andor Group
constitutes criminal property as defined by section 340(3) of the
Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that
definition).
2. CERTAIN FURTHER TERMS OF THE offer
2.1 OINTH reserves the right to waive all or any of the
Conditions, in whole or in part, except Condition 1(a).
2.2 Except with the consent of the Panel, the Offer will lapse
unless Conditions 1(b) to (j) (inclusive) of the Offer set out
above are fulfilled or, if capable of waiver, waived or, where
appropriate, have been determined by OINTH in its opinion to be or
to remain satisfied by midnight on whichever is the later of the
date which is 21 days after the date the Offer Document is posted
and the date on which Condition 1(a) is satisfied.
2.3 If the Offer lapses, the Offer will cease to be capable of
further acceptance and OINTH, and holders of Andor Shares shall
thereupon cease to be bound by prior acceptances. OINTH shall be
under no obligation to waive or treat as fulfilled or satisfied any
of Conditions 1(b) to (j) (inclusive) by a date earlier than the
latest date specified above for the fulfilment or satisfaction
thereof notwithstanding that the other Conditions of the Offer may
at such earlier date have been waived or fulfilled or satisfied and
that there are at such earlier date no circumstances indicating
that any such Conditions may not be capable of fulfilment or
satisfaction.
2.4 OINTH reserves the right to elect to implement the Offer by
way of a scheme of arrangement under Part 26 of the 2006 Act. In
such event, the scheme of arrangement will be implemented on the
same terms (subject to appropriate amendments), so far as
applicable, as those which would apply to the Offer.
2.5 If the Panel requires OINTH to make an offer or offers for
any Andor Shares under the provisions of Rule 9 of the City Code,
OINTH may make such alterations to the Conditions as are necessary
to comply with the provisions of that Rule.
2.6 OINTH reserves the right for any other member of the OINTH
Group from time to time to make the Offer or otherwise implement
the acquisition of Andor.
2.7 Unless otherwise determined by OINTH or required by the City
Code and permitted by applicable law and regulation, the Offer is
not being, and will not be, made, directly or indirectly, in or
into or by the use of the mails of, or by any other means or
instrumentality (including, without limitation, facsimile
transmission, telex, telephone, internet or other forms of
electronic transmission) of interstate or foreign commerce of, or
by any facility of a national, state or other securities exchange
of any Restricted Jurisdiction and will not be capable of
acceptance by any such use, means, instrumentality or facility or
from within any Restricted Jurisdiction.
2.8 The Offer will lapse if it is referred to the UK Competition
Commission before the later of the first closing date of the Offer
and the date on which the Offer becomes or is declared
unconditional as to acceptances. If the Offer so lapses, the Offer
will cease to be capable of further acceptance and persons
accepting the Offer and OINTH will cease to be bound by forms of
acceptance submitted on or before the time when the Offer
lapses.
2.9 The Andor Shares will be acquired by OINTH fully paid and
free from all liens, equitable interests, charges, encumbrances and
other third party rights of any nature whatsoever and together with
all rights attaching to them, including the right to receive and
retain all dividends and distributions (if any) declared, made or
payable after the date of this announcement (save as otherwise set
out herein). Accordingly, insofar as a dividend and/or a
distribution and/or a return of capital is proposed, declared,
made, paid or payable by Andor in respect of an Andor Share on or
after the date of this announcement, the price payable under the
Offer in respect of an Andor Share will be reduced by the amount of
the dividend and/or distribution and/or return of capital except
insofar as the Andor Share is or will be transferred pursuant to
the Offer on a basis which entitles Oxford Instruments alone to
receive the dividend and/or distribution and/or return of capital
and to retain it. To the extent that a reduction in the price
payable pursuant to the Offer in respect of an Andor Share is to
apply in respect of a dividend and/or distribution and/or return of
capital but that reduction in price has not been effected, the
person to whom the Offer price per Andor Share is paid in respect
of that Andor Share will be obliged to account to Oxford
Instruments for the amount of such dividend or distribution or
return of capital.
2.10 This Offer will be on the terms and will be subject to,
inter alia, the conditions which will be set out in the Offer
Document and such further terms as may be required to comply with
the applicable rules and regulations of the London Stock Exchange,
the AIM Rules and the City Code.
2.11 Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other
Condition.
appendix II
Sources and Bases of Financial Information
1. The value attributed to the existing issued and to be issued
share capital of Andor is based upon:
(a) 32,020,496 Andor Shares in issue; and
(b) 1,424,500 Andor Shares subject to options and/or awards under the Andor Share Schemes,
as at the close of business on 9 December 2013, being the last
dealing day prior to the date of this announcement.
2. Unless otherwise stated, all prices for Andor Shares have
been extracted from the Daily Official List and represent the
Closing Price on the relevant date(s), expressed in pence.
3. Unless otherwise stated:
(a) the financial information relating to Andor has been
extracted or provided (without material adjustment) from the
relevant audited consolidated financial statements of Andor for the
financial year ended 30 September 2004 and the preliminary results
of Andor for the year ended 30 September 2013;
(b) the financial information relating to OINTH has been
extracted or provided (without material adjustment) from the
audited financial statements of OINTH for the financial year ended
31 March 2013; and
(c) the financial information relating to Oxford Instruments has
been extracted or provided (without material adjustment) from the
relevant audited consolidated financial statements of Oxford
Instruments for the financial year ended 31 March 2013.
appendix iii
Irrevocable undertakings and letter of intent
Irrevocable Undertakings
The following directors of Andor have given irrevocable
undertakings to: (i) accept the Offer; or (ii) if the Offer is
subsequently structured as a Scheme, to vote in favour of all of
the resolutions relating to the Scheme at the appropriate
meetings:
Name Number of Percentage of Andor's issued share capital (%)
Andor Shares*
Colin Walsh 146,348 0.46
--------------- -----------------------------------------------
Conor Walsh 50,000 0.16
--------------- -----------------------------------------------
Dr Donal Denvir 1,162,075 3.63
--------------- -----------------------------------------------
Total 1,358,423 4.25
--------------- -----------------------------------------------
* This number includes the number of Andor Shares held by family
members/trusts/related companies of the relevant director to which
the irrevocable also relates.
These undertakings shall lapse, inter alia, if:
-- the Offer Document is not posted to Andor Shareholders within
28 days after the date of this announcement; or
-- the Offer is withdrawn or lapses.
The following shareholder of Andor has given an irrevocable
undertaking: (i) accept the Offer; or (ii) if the Offer is
subsequently structured as a Scheme, to vote in favour of all of
the resolutions relating to the Scheme at the appropriate
meetings:
Name Number of Percentage of Andor's issued share capital (%)
Andor Shares
Polar Capital LLP 1,246,326 3.89
-------------- -----------------------------------------------
Total 1,246,326 3.89
-------------- -----------------------------------------------
This irrevocable undertaking shall lapse, inter alia,:
-- if the Offer Document is not posted to Andor Shareholders
within 28 days after the date of this announcement (or such later
date as Oxford Instruments and Andor, with the consent of the
Panel, may agree);
-- if the Offer lapses or expires in accordance with its terms
and Oxford Instruments publicly confirms that it does not intend to
implement the acquisition of the Company by way of a scheme of
arrangement under Part 26 of the Companies Act 2006 or
otherwise;
-- if Polar Capital LLP is required to withdraw its undertaking
by a court of competent jurisdiction; or
-- on the day which is 81 days after the date the Offer Document
is posted to Andor Shareholders (or such later time or date as
agreed between Oxford Instruments and Andor, with the approval of
the Panel, if required).
Letter of Intent
Oxford Instruments has received a non-binding letter of intent
from the following shareholder of Andor in relation to its
intention to accept the Offer:
Name Number of Percentage of Andor's issued share capital (%)
Andor Shares
Cazenove Capital Management 3,144,591 9.82
-------------- -----------------------------------------------
Total 3,144,591 9.82
-------------- -----------------------------------------------
APPENDIX IV
Definitions
"2006 Act" means the Companies Act 2006, as amended;
"AIM" means the AIM market operated by the London Stock
Exchange;
"AIM Rules" means the AIM Rules for Companies, published by the
London Stock Exchange;
"Andor" means Andor Technology plc;
"Andor Directors" means the directors of Andor;
"Andor Group" means Andor and its subsidiary undertakings;
"Andor Shareholders" means registered holders of Andor Shares
from time to time;
"Andor Shares" means ordinary shares of GBP0.02 each in the
capital of Andor;
"Andor Share Schemes" means each of the following share schemes
operated by the Andor Group being (i) the Andor Technology PLC 2009
Long-term Incentive Plan, (ii) the Andor Technology Limited
Enterprise Management Incentive Scheme and (iii) the Andor Company
Share Option Plan;
"Associate" has the meaning provided in Chapter 3, Part 28 of
the 2006 Act;
"Bribery Act 2010" means the Bribery Act 2010, as amended;
"Business Day" means a day, not being a public holiday, Saturday
or Sunday, on which clearing banks in London are open for normal
business;
"City Code" or "Code" means the City Code on Takeovers and
Mergers;
"Closing Price" means the closing middle market price of an
Andor Share as derived from the Daily Official List;
"Competition Commission" means the UK statutory body established
under the UK Competition Act 1998;
"Conditions" means the conditions to and terms of the Offer, as
set out in Appendix I of this announcement and to be set out in the
Offer Document;
"Daily Official List" means the AIM appendix of the daily
official list of the London Stock Exchange;
"Dealing Disclosure" has the same meaning as in Rule 8 of the
Code;
"EBITDA" means earnings before interest, tax, depreciation and
amortisation;
"Enlarged Group" means Oxford Instruments Group and Andor Group
following completion of the Offer;
"Financial Conduct Authority" or "FCA" means the United Kingdom
Financial Conduct Authority and any successor or replacement
regulatory body or bodies;
"Form of Acceptance" means the form of acceptance and authority
which will be distributed with the Offer Document and which may
only be completed by holders of Andor Shares in certificated
form;
"Grants" means grants received by the Andor Group in respect of
capital expenditure, employment, research and development, training
and marketing;
"Jefferies" means Jefferies International Limited;
"Listing Rules" means the rules and regulations made by the
Financial Conduct Authority in its capacity as the UKLA under the
Financial Services and Markets Act 2000, and contained in the
UKLA's publication of the same name;
"London Stock Exchange" means London Stock Exchange plc;
"Offer" means the recommended cash offer to be made by OINTH to
acquire the issued and to be issued Andor Shares (other than any
Andor Shares held by OINTH within the meaning of section 974(2) of
the 2006 Act or any of its Associates) in accordance with Part 28
of the 2006 Act, on the terms and subject to the conditions to be
set out in the Offer Document and, in the case of Andor Shares held
in certificated form, the Form of Acceptance, and, where the
context admits, any subsequent revision, variation, extension or
renewal thereof;
"Offer Document" means the document to be sent to holders of
Andor Shares and any persons with information rights and for
information only to participants in the Andor Share Schemes,
containing, amongst other things, the terms and conditions of the
Offer;
"Offer Period" means the offer period (as defined in the City
Code) relating to Andor which commenced on 12 November 2012;
"Offer Price" means 525 pence per Andor Share in cash;
"Official List" means the Official List of the FCA pursuant to
Part VI of the Financial Services and Markets Act 2000;
"OINTH" means Oxford Instruments Nanotechnology Tools Holdings
Limited, a company incorporated in England and Wales with
registered number 04068071 and having its registered office at
Tubney Woods, Abingdon, Oxon OX13 5QX;
"OINTH Group" means OINTH and its subsidiary undertakings and
associated undertakings as defined in the 2006 Act;
"Opening Position Disclosure" means an announcement containing
details of interests of short positions in, or rights to subscribe
for, any relevant securities of a party to the offer if the person
concerned has such a position;
"Overseas Shareholders" means holders of Andor Shares whose
registered addresses are outside the UK or who are citizens or
residents of countries other than the UK;
"Oxford Instruments" means Oxford Instruments plc or OINTH, as
the context requires;
"Oxford Instruments Group" means Oxford Instruments and its
subsidiary undertakings, including OINTH;
"Panel" means the Panel on Takeovers and Mergers;
"Proceeds of Crime Act 2002" means the Proceeds of Crime Act
2002, as amended;
"Regulatory Information Service" means one of the regulatory
information services authorised by the FCA to receive, process and
disseminate regulatory information from listed companies;
"Relevant Authority" shall have the meaning set out in paragraph
1(c) of Appendix I;
"Restricted Jurisdiction" means the United States and any
jurisdiction where local laws or regulations may result in a
significant risk of civil, regulatory or criminal exposure if
information concerning the Offer is sent or made available to Andor
Shareholders in that jurisdiction;
"Scheme" or "Scheme of Arrangement" a scheme of arrangement made
under Part 26 of the 2006 Act;
"Significant Interest" means a direct or indirect interest of 20
per cent or more of the equity share capital in a company or
undertaking or equivalent;
"Subsidiary" has the meaning ascribed to it in section 1159 of
the 2006 Act;
"Subsidiary Undertaking" has the meaning ascribed to it in
section 1162 of the 2006 Act;
"UK Listing Authority" or "UKLA" means the UK Listing Authority,
being the Financial Conduct Authority acting in its capacity as the
competent authority for the purposes of Part VI of the Financial
Services and Markets Act 2000;
"UK" or "United Kingdom" means the United Kingdom of Great
Britain and Northern Ireland;
"US" or "United States" means the United States of America, its
territories and possessions, any state of the United States of
America and the District of Columbia;
"Wider Andor Group" means Andor and the subsidiaries and
subsidiary undertakings of Andor and associated undertakings
(including any joint venture, partnership, firm or company) and any
other undertakings in which Andor and such undertakings
(aggregating their interests) have a Significant Interest; and
"Wider Oxford Instruments Group" means Oxford Instruments and
the subsidiaries and subsidiary undertakings of Oxford Instruments
and associated undertakings (including any joint venture,
partnership, firm or company) and any other undertakings in which
Oxford Instruments and such undertakings (aggregating their
interests) have a Significant Interest.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCGGGCPPUPWGQU
Andor Technology (LSE:AND)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Andor Technology (LSE:AND)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024