TIDMSEPU
RNS Number : 0213G
Sepura PLC
23 May 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
23 May 2017
RECOMMED CASH OFFER
for
SEPURA PLC
by
Project Shortway Limited, a wholly-owned subsidiary of
HYTERA COMMUNICATIONS CORPORATION LIMITED
to be effected
by way of a scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Acquisition")
Transfer of Treasury Shares and Allotment of Shares
Sepura plc ("Sepura") announces that on 22 May 2017 it
transferred from treasury 815,707 of its ordinary shares of 0.05
pence each for nil consideration for the purpose of satisfying
awards made under the Sepura Long-term Incentive Plan (the
"Transferred Shares").
In addition, 339,293 new ordinary shares of 0.05 pence each in
Sepura were issued on 22 May 2017 in order to satisfy outstanding
awards made under the Sepura Long-term Incentive Plan (the "Newly
Issued Shares").
Given the imminent cancellation of trading in Sepura's ordinary
shares on the main market for listed securities of the London Stock
Exchange plc (the "Main Market") in connection with the Scheme, the
Transferred Shares and Newly Issued Shares will not be admitted to
trading on the Main Market.
Sepura confirms that, as at the date of this announcement, it
has in issue 371,237,470 ordinary shares of 0.05 pence each,
370,082,470 of which are admitted to trading on the Main Market and
have the International Securities Identification Number
GB00B1ZBLD47. As at the date of this announcement, Sepura holds no
ordinary shares as treasury shares.
Unless otherwise defined, capitalised terms used in this
announcement have the meanings given to them in the scheme document
published on 16 January 2017 in relation to the Acquisition.
Enquiries:
Sepura
David Barrass (Interim Chief Executive Officer) Tel: +44 (0)
1223 876 000
Richard Smith (Chief Financial Officer)
Peter Connor (Investor Relations)
Lazard (Financial adviser to Sepura)
Cyrus Kapadia Tel: +44 (0) 20 7187 2000
Nicholas Page
Liberum (Corporate broker to Sepura)
Steve Pearce Tel: +44 (0) 20 3100 2224
Jonathan Wilkes-Green
Instinctif Partners (Public relations adviser to Sepura)
Adrian Duffield Tel: +44 (0) 20 7457 2020
Kay Larsen
Chantal Woolcock
Hytera
Nuo Xu (Chief Investment Officer) Tel: +86 755 2697 2999
Zhiyong Tian (Securities Affairs Representative)
Smith Square Partners (Financial adviser to Hytera and
Bidco)
Jonathan Coddington Tel: +44 (0) 20 3696 7260
Jade Jack
Important Information
Lazard & Co., Limited, which is authorised and regulated by
the FCA in the United Kingdom, is acting exclusively for Sepura and
no one else in connection with the Acquisition and will not be
responsible to anyone other than Sepura for providing the
protections afforded to clients of Lazard nor for providing advice
in relation to the Acquisition or any other matters referred to in
this announcement. Neither Lazard nor any of its affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Lazard in
connection with this announcement, any statement contained herein
or otherwise.
Liberum, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively as corporate broker to Sepura
and no one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than
Sepura for providing the protections afforded to clients of Liberum
nor for providing advice in relation to the matters referred to in
this announcement.
Smith Square Partners LLP, which is authorised and regulated by
the FCA in the United Kingdom, is acting exclusively for Hytera and
Bidco and no one else in connection with the Acquisition and other
matters set out in this announcement and will not be responsible to
anyone other than Hytera and Bidco for providing the protections
afforded to clients of Smith Square Partners, or for providing
advice in connection with the Acquisition or any matter referred to
herein. Neither Smith Square Partners nor any of its affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Smith
Square Partners in connection with this announcement, any statement
contained herein or otherwise.
This announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise. The
Acquisition will be made solely through the Scheme Document and the
accompanying Forms of Proxy, which contains the full terms and
conditions of the Acquisition, including details of how to vote in
respect of the Acquisition. Any approval, decision or other
response to the Acquisition should be made only on the basis of the
information in the Scheme Document. Scheme Shareholders are
strongly advised to read the formal documentation in relation to
the Acquisition.
This announcement has been prepared for the purpose of complying
with English law, the Listing Rules and the Code and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside the United Kingdom.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and service of this announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this announcement since such date.
Overseas shareholders
The laws of the relevant jurisdictions may affect the
availability of the Acquisition to persons who are not resident in
the United Kingdom. Persons who are not resident in the United
Kingdom, or who are subject to laws of any jurisdiction other than
the United Kingdom, should inform themselves about, and observe any
applicable requirements. Any person (including, without limitation,
nominees, trustees and custodians) who would, or otherwise intends
to, forward this announcement, the Scheme Document or any
accompanying document to any jurisdiction outside the United
Kingdom should refrain from doing so and seek appropriate
professional advice before taking any action. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Sepura Shares at the Court Meeting or the General
Meeting, or to execute and deliver Forms of Proxy appointing
another to vote their Sepura Shares in respect of the Court Meeting
or the General Meeting on their behalf, may be affected by the laws
of the relevant jurisdiction in which they are located.
Any failure to comply with the applicable legal or regulatory
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility and liability for the
violation of such restrictions by any person.
The Acquisition will not be made, directly or indirectly, in or
into or by use of the mails or any other means or instrumentality
(including, without limitation, telephonic or electronic) of
interstate or foreign commerce of, or any facility of a national,
state or other securities exchange of, a Restricted Jurisdiction,
and the Acquisition will not be capable of acceptance by any such
use, means, instrumentality or facility or from within a Restricted
Jurisdiction. Accordingly, copies of this announcement and formal
documentation relating to the Acquisition are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded or
distributed in, into or from a Restricted Jurisdiction and persons
receiving this announcement (including custodians, nominees and
trustees) must not distribute or send it into or from a Restricted
Jurisdiction. In the event that the Acquisition is implemented by
way of a Takeover Offer and extended into the US, Hytera will do so
in satisfaction of the procedural and filing requirements of the US
securities laws at that time, to the extent applicable thereto. The
Acquisition relates to the shares of a UK company and it is
proposed to be made by means of a scheme of arrangement provided
for under the laws of England and Wales. The Scheme will relate to
the shares of a UK company that is a "foreign private issuer" as
defined under Rule 3b-4 under the US Exchange Act. A transaction
effected by means of a scheme of arrangement is not subject to the
shareholder vote, proxy solicitation and tender offer rules under
the US Exchange Act. Accordingly, the Scheme is subject to the
disclosure requirements and practices applicable in the UK to
schemes of arrangement, which differ from the disclosure
requirements and practices of US shareholder vote, proxy
solicitation and tender offer rules. Financial information included
in the relevant documentation will have been prepared in accordance
with accounting standards applicable in the UK and may not be
comparable to the financial statements of US companies. However, if
Hytera were to elect to implement the Acquisition by means of a
Takeover Offer, such Takeover
Offer shall be made in compliance with all applicable laws and
regulations, including Section 14(e) of the US Exchange Act and
Regulation 14E thereunder. Such Takeover Offer would be made in the
US by Hytera and no one else. In addition to any such Takeover
Offer, Hytera, certain affiliated companies and the nominees or
brokers (acting as agents) may make certain purchases of, or
arrangements to purchase, shares in Sepura outside such Takeover
Offer during the period in which such Takeover Offer would remain
open for acceptance. If such purchases or arrangements to purchase
are made they would be made outside the United States in compliance
with applicable law, including the US Exchange Act.
Forward-looking statements
This announcement may contain certain "forward-looking
statements" with respect to Hytera, Bidco or Sepura. These
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts. Forward-looking
statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "will",
"may", "should", "would", "could" or other words or terms of
similar meaning or the negative thereof. Forward-looking statements
include statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of the Hytera Group or the
Sepura Group and potential synergies resulting from the
Acquisition; and (iii) the effects of government regulation on the
business of the Hytera Group or the Sepura Group.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause actual
results, performance or developments to differ materially from
those expressed in or implied by such forward-looking statements.
These forward-looking statements are based on numerous assumptions
regarding present and future strategies and environments. You are
cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date hereof. All subsequent
oral or written forward-looking statements attributable to Hytera,
Bidco or Sepura or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statement above.
Should one or more of these risks or uncertainties materialise, or
should underlying assumptions prove incorrect, actual results may
vary materially from those described in this announcement. Hytera,
Bidco and Sepura assume no obligation to update publicly or revise
forwardlooking or other statements contained in this announcement,
whether as a result of new information, future events or otherwise,
except to the extent legally required.
No profit forecasts or estimates
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per ordinary share for Hytera or Sepura respectively for
the current or future financial years would necessarily match or
exceed the historical published earnings or earnings per ordinary
share for Hytera or Sepura respectively.
Publication on website, the National Storage Mechanism and
availability of hard copies
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, on Sepura's website at
www.sepura.com and Hytera's website at www.hytera.com by no later
than 12.00 noon on the Business Day following this announcement.
Neither the contents of these websites nor the content of any other
website accessible from hyperlinks on such websites is incorporated
into, or forms part of, this announcement.
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this announcement, free of charge, by
contacting Lazard on +44 (0) 20 7187 2000 or Smith Square Partners
on +44 (0) 20 3696 7260. For persons who receive a copy of this
announcement in electronic form or via a website notification, a
hard copy of this announcement will not be sent unless so
requested. In accordance with Rule 30.3 of the Code, a person so
entitled may also request that all future documents, announcements
and information to be sent to them in relation to the Acquisition
should be in hard copy form.
Information relating to Sepura Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Sepura Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Sepura may be provided to Bidco during the
Offer Period as required under Section 4 of Appendix 4 of the
Code.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of: (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm on the 10th Business Day following the commencement of the
offer period and, if appropriate, by no later than 3.30 pm on the
10th Business Day following the announcement in which any
securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a
securities exchange offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each
of: (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 pm on the
Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror, and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Takeover Panel's Market
Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt
as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPEASSDALPXEFF
(END) Dow Jones Newswires
May 23, 2017 11:52 ET (15:52 GMT)
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