TIDMDFX
RNS Number : 8882W
BV Tech S.P.A
13 December 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. IN PARTICULAR,
THIS ANNOUNCEMENT SHOULD NOT BE RELEASED, PUBLISHED, DISTRIBUTED,
FORWARDED OR TRANSMITTED, IN WHOLE OR IN PART, IN, INTO OR FROM THE
UNITED STATES
BV Tech S.p.A
("BV Tech")
ANNOUNCEMENT OF AGREEMENT TO PURCHASE DEFENX PLC BONDS
ANNOUNCEMENT OF OFFER TO PURCHASE BONDS FROM REMAINING
BONDHOLDERS
In connection with the announcement made by Defenx ("Defenx" or
"Company") (AIM:DFX) on 4 December 2019 relating to the Company's
proposed cancellation of admission of its ordinary shares to
trading on AIM, BV Tech (the majority shareholder in Defenx with an
interest of 73.6% in Defenx's issued share capital as at the date
of this announcement) today announces that it is has reached an
agreement with the largest holder of the Defenx GBP1.25 million 10%
secured and convertible bonds due 2020 (the "Bonds") to purchase
its Bonds and launches an offer to purchase the remaining Bonds
outstanding from the holders of Bonds (the "Bondholders" and the
"Bond Offer").
The letter to be sent to Bondholders is appended to this
announcement for clarity.
HIGHLIGHTS
- Agreement reached between BV Tech and the largest holder of
the Bonds for BV Tech to purchase their Bonds at 50 per cent. of
their face value, which is expected to complete by 31 December
2019;
- For each GBP1.00 of principal amount, Bondholders will receive
50 pence in cash ("Bond Price")
- Bond Offer to be made to JIM Nominees Limited ("JIM"), as
custodian of the Bonds, who is able to accept on behalf of
Bondholders
- The first closing date will be 1.00 p.m. on 6 January 2020 ("First Closing Date")
- No guarantee that the First Closing Date will be extended
- No minimum acceptance condition
- The Bond Offer is not conditional on the Cancellation taking effect
- Settlement of the Bond Price for those Bonds validly tendered
on or before the First Closing Date will be on 10 January 2020
- Bond Offer follows the Company's delisting announcement on 4
December 2019, which details the Company's proposed cancellation
from AIM and the subsequent exit opportunity for shareholders
("Exit Opportunity")
BACKGROUND
Reference is made to the Defenx announcement of 4 December 2019
detailing the proposed cancellation of admission of its ordinary
shares ("Ordinary Shares") to trading on AIM ("Cancellation") and
the shareholder circular posted to Defenx shareholders to convene a
general meeting of the Company in relation to the proposed
Cancellation (the "Circular"). As Defenx notes in the Circular,
Cancellation will constitute an event of default pursuant to the
terms of the Bonds. In light of the financial position of Defenx,
should Bondholders choose to call an event of default and
accelerate their rights pursuant to the Bond, BV Tech understands
there is a risk that Bondholders may not receive any return on
their investment. Further, the costs related to instructing the
security trustee to enforce such rights would be for the account of
Bondholders.
The Company has notified the security trustee and JIM (the
custodian) that Cancellation (which is subject to Shareholders
passing the Cancellation Resolution at the General Meeting)
constitutes an event of default.
BV Tech has reached an agreement with the largest holder of the
Bonds to purchase its GBP804,000 of Bonds for a total consideration
of GBP402,000 and is extending the Bond Offer to the remaining
Bondholders at the same price.
The Bond Offer will close on the First Closing Date unless BV
Tech, in its absolute discretion, extends the period for acceptance
of the Bond Offer. There can be no guarantee that BV Tech will
extend the period for acceptance of the Bond Offer.
The Bond Offer is not conditional on Cancellation taking effect
or any other conditions being satisfied.
Bonds will be transferred with full title guarantee, free from
all encumbrances and any other security and with and all rights
attaching thereto.
If BV Tech elects, in its absolute discretion, to extend the
duration of the Bond Offer beyond the First Closing Date, it will
notify JIM of the extended closing date and the date for settlement
of the relevant Bond Sale Proceeds in respect of acceptance
received after the First Closing Date and on or before the Extended
Closing Date.
Procedure for participating in the Bond Offer
Bondholders
Bondholders should note that only JIM, as legal owner of the
Bonds, can accept the Bond Offer. In order for Bondholders to
instruct JIM to accept the Bond Offer on their behalf, Bondholders
should complete, sign and return the Bondholder Instruction Form
(appended to the letter sent to JIM today and distributed by JIM to
Bondholders) (or such other documentation as JIM in its absolute
discretion deems necessary or desirable in order for Bondholders to
validly instruct JIM to accept the Bond Offer on their behalf) to
JIM, as soon as possible and, in any event, before the time and
date set by JIM for receiving Bondholder instructions.
Bondholders should make themselves aware of the time and date
set by JIM to receive Bondholder instructions and, if in doubt,
should consult JIM regarding the same.
JIM
In order to accept the Bond Offer on behalf of Bondholders, JIM
must complete and sign the JIM Acceptance Form contained in the
letter sent to JIM today and return it to: CFO, Defenx PLC, 201
Temple Chambers, 3-7 Temple Avenue, London EC4Y 0DT as soon as
possible and, in any event, by no later than 1 pm on 6 January
2020, together with the relevant bond certificate(s).
Settlement
The cash sum due to JIM in respect of all Bonds tendered by JIM
on behalf of Bondholders ("Bond Sale Proceeds") on or before the
First Closing Date will be paid to JIM on or before 6:00 pm on 10
January 2020.
Payment to JIM of the Bond Sale Proceeds shall discharge in full
BV Tech's liability to pay the Bond Sale Proceeds and BV Tech shall
have no liability in relation to the onward distribution of the
Bond Sale Proceeds to Bondholders (which BV Tech would expect JIM
to carry out in accordance with its standard terms of engagement
with Bondholders).
EXPECTED TIMETABLE OF PRINCIPAL EVENTS - EXIT OPPORTUNITY / BOND
OFFER
Announcement of Cancellation and Exit Opportunity 2:45 p.m. on 4 December 2019
Posting of Circular, Forms of Proxy and Link Form 4 December 2019
Exit Opportunity opens 4 December 2019
Bond Offer opens 13 December 2019
Time and date of General Meeting 11:00 a.m. on 20 December 2019
Announcement of result of General Meeting by 6.00 p.m. on 20 December 2019
Expected last day of dealings in Ordinary Shares on AIM 6 January 2020
Exit Opportunity closes 1.00 p.m. on 6 January 2020
First Closing Date of Bond Offer 1.00 p.m. on 6 January 2020
Announcement of result of Exit Opportunity and Bond Offer By 6.00 p.m. on 6 January 2020
Expected time and date of Cancellation 7.00 a.m. on 7 January 2020
Settlement of Bond Price to JIM By 6.00 p.m. on 10 January 2020
Enquiries:
BV Tech S.p.A
Mariano Granato (Company Lawyer) +39 06 6893461
Further Information
If you are in any doubt about the Bond Offer or the action you
should take, you are recommended to seek your own personal
financial advice from your stockbroker, bank manager, solicitor,
accountant or other independent financial adviser authorised under
the Financial Services and Markets Act 2000 if you are resident in
the United Kingdom or, if not, from another appropriately
authorised independent financial adviser. The value of securities
and any income from them can go down as well as up and you may not
get back the amount or value of your investment. Past performance
is no guide to future performance.
The contents of this announcement, which have been prepared by
and are the sole responsibility of BV Tech, have been approved by
WH Ireland Ltd ("WH Ireland") ( which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority) solely
for the purposes of section 21(2)(b) of the Financial Services and
Markets Act 2000 (as amended).
As for other matters described in this announcement, and in
respect of the Bond Offer, WH Ireland will not be responsible to
anyone other than BV Tech for providing the protections afforded to
it. WH Ireland has given, and not withdrawn, its consent to the
inclusion in this announcement of the references to their names in
the form and context in which they appear.
WH Ireland Ltd, nor any of its respective affiliates, its
respective directors, officers or employees, advisers, agents or
any other person accepts any responsibility or liability whatsoever
for the contents of, or makes any representations or warranties,
express or implied, as to the accuracy, fairness or completeness of
the information presented or contained in this announcement (or
whether any information has been omitted from this announcement) or
any other information relating to the Company, its subsidiaries and
their associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of this announcement or its
contents or otherwise arising in connection therewith. Accordingly,
WH Ireland Ltd and its respective affiliates, its respective
directors, officers or employees, and any other person acting on
their behalf expressly disclaims, to the fullest extent possible,
any and all liability whatsoever for any loss howsoever arising
from, or in reliance upon, the whole or any part of the contents of
this announcement, whether in tort, contract or otherwise which
they might
otherwise have in respect of this announcement or its contents
or otherwise arising in connection therewith.
Overseas jurisdictions
The availability of the Bond Offer may be affected by the laws
of the relevant jurisdictions in which Bondholders are located or
of which they are citizens. Persons who are not resident in the UK
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. In particular, the
Bond Offer is not capable of being accepted by Bondholders who are,
subject to certain exceptions, located in the United States or any
other jurisdiction in which the Bond Offer is contrary to local law
or regulation (each, a Restricted Jurisdiction). Applications to
participate in the Bond Offer from such jurisdictions, or which, at
the sole discretion of BV Tech, appear to be made in respect of
Bonds beneficially held by persons located or resident, subject to
certain exceptions, in such jurisdictions will not be accepted.
Any failure to comply with applicable restrictions may
constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Bond 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 and UK regulations and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside of England.
The Bond Offer will not be made, directly or indirectly, in,
into or from any jurisdiction where to do so would violate the laws
in that jurisdiction. Accordingly, copies of this announcement and
documentation relating to the Bond Offer will not be and must not
be, mailed or otherwise forwarded, distributed or sent in, into or
from any jurisdiction where to do so would violate the laws of that
jurisdiction.
A copy of the Bond Offer letter is attached:
THIS LETTER AND ACCOMPANYING APPICES ARE IMPORTANT AND REQUIRE
YOUR IMMEDIATE ATTENTION
This letter is addressed only to holders of the Bonds (as
defined below) and persons to whom it may otherwise be lawful to
distribute it ("relevant persons"). It is directed only at relevant
persons and must not be acted on or relied on by persons who are
not relevant persons. Any investment or investment activity to
which this letter relates is available only to relevant persons and
will be engaged in only with relevant persons.
The distribution of this letter in jurisdictions other than the
United Kingdom may be restricted by the laws of those jurisdictions
and therefore persons into whose possession this letter comes
should inform themselves about and observe any such restrictions.
If you are in any doubt as to the contents of this letter and the
action you should take, you are recommended to seek your own
financial advice immediately from your stockbroker, bank manager,
solicitor, accountant or other independent financial adviser duly
authorised under the Financial Services and Markets Act 2000, if
you are in the United Kingdom, or from another appropriately
authorised independent financial adviser if you are in a territory
outside the United Kingdom.
BV Tech S.p.A
Piazza Armando Diaz 6
20123, Milano
Italy
13 December 2019
To: JIM Nominees Limited ("JIM"), as legal owner and custodian
of certain 10% secured and convertible bonds due 2020 ("Bonds")
issued pursuant to the terms of the bond instrument, dated 31
August 2017 creating the Bonds (the "Instrument"); and
the holders of the beneficial interest in the Bonds
("Bondholders").
Dear JIM and Bondholders,
CASH OFFER FOR BONDS OF DEFENX PLC
1. Introduction
BV Tech S.p.A ("BV Tech") is the majority shareholder in Defenx
PLC ("Defenx" or the "Company") and, on the date of this letter,
was interested in approximately 73.6 per cent. of the existing
issued ordinary shares and voting rights in the Company.
BV Tech notes Defenx's 4 December 2019 announcement which
provides details of the Company's proposed cancellation of
admission of its ordinary shares ("Ordinary Shares") to trading on
AIM ("Cancellation") and that a circular has been posted to Defenx
shareholders to convene a general meeting of the Company in
relation to the proposed Cancellation ("Circular").
BV Tech further refers to its announcement of 4 December 2019,
announcing a proposal to purchase all of the 12,744,044 Ordinary
Shares of 1.8 pence in the capital of Defenx not already owned by
BV Tech, at a price of 3 pence per Ordinary Share ("Exit
Opportunity"). Since launching the Exit Opportunity, BV Tech
acquired 2,521,166 Ordinary Shares and is now interested in
28,486,016 Ordinary Shares in Defenx.
On 12 December 2019, BV Tech agreed to purchase GBP804,000 of
Bonds beneficially owned by the largest holder of the Bonds for
GBP402,000. BV Tech expects the purchase to complete by 31 December
2019.
The purpose of this letter and appendices (the "letter" or
"Bondholder Letter") is to explain the impact of the Cancellation
on the Bonds and for BV Tech to make an offer to you in relation to
your Bonds ("Bond Offer"). The Bond Offer price is the same price
as that to be paid to the largest holder of Bonds pursuant to the
agreement referenced above.
Details of the Cancellation and Exit Opportunity can be viewed
on Defenx's website at https://www.defenx.com/.
Terms defined in the Circular have the same meaning when used in
this Bondholder Letter, unless the context otherwise requires.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of Cancellation and Exit Opportunity 2:45 p.m. on 4 December 2019
Posting of Circular, Forms of Proxy and Link Form 4 December 2019
Exit Opportunity opens 4 December 2019
Bond Offer opens 13 December 2019
Time and date of General Meeting 11:00 a.m. on 20 December 2019
Announcement of result of General Meeting by 6.00 p.m. on 20 December 2019
Expected last day of dealings in Ordinary Shares on AIM 6 January 2020
Exit Opportunity closes 1.00 p.m. on 6 January 2020
First Closing Date of Bond Offer 1.00 p.m. on 6 January 2020
Announcement of result of Exit Opportunity and Bond Offer By 6.00 p.m. on 6 January 2020
Expected time and date of Cancellation 7.00 a.m. on 7 January 2020
Settlement of Bond Price to JIM By 6.00 p.m. on 10 January 2020
Notes:
The dates and times specified are subject to change and will be
notified by the Company or BV Tech, as appropriate, through a
Regulatory Information Service. All references to time are to UK
time.
2. Impact of Cancellation on the Bonds
As Defenx notes in the Circular, Cancellation will constitute an
event of default under the Instrument.
Defenx further notes that where there has been such an event of
default, the Security Trustee (as defined in the Instrument) may at
its discretion (or must if so directed by the requisite number of
Bondholders, being one-quarter in principal amount of the
outstanding Bonds or not less than 75 per cent. of the votes cast
at a meeting of Bondholders) give notice to the Company that the
Bonds are immediately repayable at their principal amount together
with accrued interest.
The Company has notified the Security Trustee and JIM (the
custodian) that Cancellation (which is subject to Shareholders
passing the Cancellation Resolution at the General Meeting)
constitutes an event of default.
Defenx is considering, together with BV Tech, the Company's
options should it be required to settle all outstanding monies due
under the Instrument and the implications for Defenx of not being
in a position to finance such settlement (which would currently be
the case) in the context of the trust deed entered into on 31
August 2017 between the Company, Defenx Italia Srl, Defenx SA and
the Security Trustee and the guarantee and debenture entered into
by the same parties on even date. Where the Company is unable to
meet its liabilities under these agreements, the Security Trustee
may seek to enforce its security.
JIM and Bondholders should note however that, given the
financial positon of Defenx, should they choose to call an event of
default and accelerate their rights pursuant to the Bond, BV Tech
understands there is a risk that the Bondholders may not receive
any return on their investment. Further, the costs related to
instructing the Security Trustee to enforce such rights would be
for the account of Bondholders.
3. Bond Offer terms
-- for each GBP1.00 of principal amount, Bondholders will
receive 50 pence in cash ("Bond Price")
-- the first closing date will be 1.00 p.m. on 6 January 2020 ("First Closing Date")
-- no guarantee that the First Closing Date will be extended
-- no minimum acceptance condition
-- the Bond Offer is not conditional on the Cancellation taking effect
-- settlement of the Bond Price for those Bonds validly tendered
on or before the First Closing Date will be on 10 January 2020.
The Bond Offer will close on the First Closing Date unless BV
Tech, in its absolute discretion, extends the period for acceptance
of the Bond Offer. There can be no guarantee that BV Tech will
extend the period for acceptance of the Bond Offer.
Bondholders should note that only JIM as legal owner of the
Bonds can accept the Bond Offer. In order to do so, JIM must
complete and return the acceptance form set out at Appendix 3 ("JIM
Acceptance Form"), to: Defenx PLC, 201 Temple Chambers, 3-7 Temple
Avenue, London EC4Y 0DT and by way of a scanned copy by email to
Paul.Williams@defenx.com, on or before 1 pm on 6 January 2020.
Bondholders who wish to instruct JIM to accept the Bond Offer on
their behalf should complete and return the acceptance form set out
at Appendix 2 ("Bondholder Instruction Form"), or such other
documentation as JIM in its absolute discretion deems necessary or
desirable in order for Bondholders to validly instruct JIM to
accept the Bond Offer on their behalf, to JIM, as soon as
possible.
Bondholders should further note the First Closing Date is the
latest date upon which JIM may accept the Bond Offer on their
behalf and, therefore, Bondholders should ensure they provide their
instructions to JIM as soon as possible and, in any event, before
the time and date set by JIM for receiving Bondholder instructions.
Bondholders should make themselves aware of the time and date set
by JIM to receive Bondholder instructions.
The Bond Offer is not conditional on the Cancellation taking
effect or any other conditions being satisfied.
Bonds will be transferred with full title guarantee, free from
all encumbrances and any other security and with and all rights
attaching thereto.
BV Tech shall be entitled to rely without investigation on the
completeness and accuracy of the JIM Acceptance Form and expressly
excludes any liability whatsoever for any errors or omissions
therein.
4. Action to be taken to accept the Bond Offer
The action you take is for you alone to decide. Neither BV Tech
nor any of its officers or employees can give any advice as to the
action you should take. Before making a decision, you should read
this letter (including the Appendices) and the Circular
carefully.
Bondholders
In order to instruct JIM to accept the Bond Offer on your
behalf, Bondholders should complete, sign and return the Bondholder
Instruction Form set out in Appendix 2 (or such other documentation
as JIM in its absolute discretion deems necessary or desirable in
order for Bondholders to validly instruct JIM to accept the Bond
Offer on their behalf) to JIM, as soon as possible and, in any
event, before the time and date set by JIM for receiving Bondholder
instructions.
Bondholders should make themselves aware of the time and date
set by JIM to receive Bondholder instructions and, if in doubt,
should consult JIM regarding the same.
JIM
In order to accept the Bond Offer on behalf of Bondholders, JIM
must complete and sign the JIM Acceptance Form contained at
Appendix 3 and return it to: CFO, Defenx PLC, 201 Temple Chambers,
3-7 Temple Avenue, London EC4Y 0DT and by way of a scanned copy by
email to Paul.Williams@defenx.com as soon as possible and, in any
event, by no later than 1 pm on 6 January 2020, together with the
relevant Bond Certificate(s).
5. Settlement
The cash sum due to JIM in respect of all Bonds tendered by JIM
on behalf of Bondholders ("Bond Sale Proceeds") on or before the
First Closing Date, will be paid to JIM on or before 6 pm on 10
January 2020.
Payment to JIM of the Bond Sale Proceeds shall discharge in full
BV Tech's liability to pay the Bond Sale Proceeds and BV Tech shall
have no liability in relation to the onward distribution of the
Bond Sale Proceeds to Bondholders (which BV Tech would expect JIM
to carry out in accordance with its standard terms of engagement
with Bondholders).
6. First Closing Date and extensions
If BV Tech elects, in its absolute discretion, to extend the
duration of the Bond Offer beyond the First Closing Date, it will
notify JIM of the extended closing date ("Extended Closing Date")
and the date for settlement of the relevant Bond Sale Proceeds in
respect of acceptance received after the First Closing Date and on
or before the Extended Closing Date.
Yours faithfully,
Raffaele Boccardo
BV Tech S.p.A
If you are in any doubt about the Bond Offer or the action you
should take, you are recommended to seek your own personal
financial advice from your stockbroker, bank manager, solicitor,
accountant or other independent financial adviser authorised under
the Financial Services and Markets Act 2000 if you are resident in
the United Kingdom or, if not, from another appropriately
authorised independent financial adviser. The value of securities
and any income from them can go down as well as up and you may not
get back the amount or value of your investment. Past performance
is no guide to future performance.
The contents of this letter, which have been prepared by and are
the sole responsibility of BV Tech, have been approved by WH
Ireland Ltd ("WH Ireland") ( which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority) solely for
the purposes of section 21(2)(b) of the Financial Services and
Markets Act 2000 (as amended).
As for other matters described in this letter, and in respect of
the Bond Offer, WH Ireland will not be responsible to anyone other
than BV Tech for providing the protections afforded to it. WH
Ireland has given, and not withdrawn, its consent to the inclusion
in this letter of the references to their names in the form and
context in which they appear.
WH Ireland Ltd, nor any of its respective affiliates, its
respective directors, officers or employees, advisers, agents or
any other person accepts any responsibility or liability whatsoever
for the contents of, or makes any representations or warranties,
express or implied, as to the accuracy, fairness or completeness of
the information presented or contained in this letter (or whether
any information has been omitted from this letter) or any other
information relating to the Company, its subsidiaries and their
associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of this letter or its
contents or otherwise arising in connection therewith. Accordingly,
WH Ireland Ltd and its respective affiliates, its respective
directors, officers or employees, and any other person acting on
their behalf expressly disclaims, to the fullest extent possible,
any and all liability whatsoever for any loss howsoever arising
from, or in reliance upon, the whole or any part of the contents of
this letter, whether in tort, contract or otherwise which they
might otherwise have in respect of this letter or its contents or
otherwise arising in connection therewith.
APPIX 1
NOTES
1. The distribution of this letter in jurisdictions other than
the United Kingdom may be restricted by the laws of those
jurisdictions and therefore persons into whose possession this
letter comes should inform themselves about and observe any such
restrictions. Failure to comply with any such restrictions may
constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law, BV
Tech disclaims any responsibility or liability for the violation of
such legal or regulatory requirements by any person. This letter
has been prepared for the purposes of complying with English law
and United Kingdom regulations and the information disclosed may
not be the same as that which would have been disclosed if this
letter had been prepared in accordance with the law of
jurisdictions outside of England and Wales.
2. Nothing in this letter (including the Appendices) should be
construed as legal, investment, financial or tax advice and if in
any doubt Bondholders should take appropriate advice.
3. Acceptance of the Bond Offer by returning the JIM Acceptance
Form will be binding and irrevocable.
4. BV Tech shall be entitled to rely without investigation on
the completeness and accuracy of the JIM Acceptance Form and
expressly excludes any liability whatsoever for, and shall have
responsibility in relation to, any errors or omissions contained
therein.
5. Receipt of documents will not be acknowledged. All documents
sent by or to you will be sent at your risk.
6. Bonds sold pursuant to the Bond Offer will be transferred
with full title guarantee, free from all encumbrances and any other
security and with and all rights attaching thereto.
7. This letter, the Bondholder Instruction Form and the JIM
Acceptance Form are governed by and construed in accordance with
English law and any dispute arising in connection with them is
subject to the jurisdiction of the Courts of England.
8. BV Tech, in its absolute discretion, reserves the right to
treat as valid in whole or in part any purported JIM Acceptance
Form which is not entirely in order.
APPIX 2
BONDHOLDER INSTRUCTION FORM
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
- COMPLETE AND RETURN TO JIM NOMINEES LIMITED AS SOON AS
PRACTICABLE
This Bondholder Instruction Form should be read in conjunction
with the Bond Offer Letter. The definitions used in the Circular,
the Instrument and Bondholder Letter apply in this Bondholder
Instruction Form save where the context otherwise requires.
To: JIM Nominees Limited
1. Instruction to accept the Bond Offer
[We], [I],
_________________________________________________________ [insert
name] as beneficial owner of certain Bonds, hereby irrevocably
instruct JIM Nominees Limited to accept the Bond Offer in respect
of:
Box A __________________________, ALL of the Bonds of which I am
the beneficial owner [insert a cross "X" in Box A to sell ALL of
the Bonds of which you are the beneficial owner]
OR,
Box B __________________________, of the Bonds of which I am the
beneficial owner [insert the number of Bonds you wish to sell].
2. Bondholder Instruction Form
This Bondholder Instruction Form will be of no effect unless it
is duly completed, signed and received, by JIM Nominees Limited at
the address and by the means specified, by JIM, as soon as possible
and, in any event, before the time and date set by JIM for
receiving Bondholder instructions.
By completing and returning this Bondholder Instruction Form,
we/I, hereby instruct JIM to take such steps as JIM considers
necessary or desirable in order to accept the Bond Offer and
deliver evidence of legal title, whether by delivery of the related
Bond Certificate or otherwise.
3. JIM may require other documentation and/ or information in
order to accept the Bond Offer on your behalf
Bondholders should note that JIM may, in its absolute
discretion, determine that other documentation and / or information
may be necessary or desirable, in order for Bondholders to validly
instruct JIM to accept the Bond Offer on their behalf. Bondholders
who wish to so instruct JIM, must complete and/ or comply with such
documentation and information requests.
If there is any inconsistency in this Bondholder Instruction
Form and the documentation and / or information required by JIM,
the latter will prevail to the extent it relates to how Bondholders
may instruct JIM to accept the Bond Offer on their behalf.
This Bondholder Instruction Form must be returned to JIM by such
time and means as JIM provides.
Please now sign the Declaration that follows.
DECLARATION
By completing and signing this irrevocable Bondholder
Instruction Form as a deed, I/we confirm that I/we have read and
understood the letter and irrevocably make the choices indicated in
section 1 above and that I/we:
1. am/are the beneficial owner to the Bonds marked in Box A or B
as appropriate ("Tendered Bonds") and that the beneficial interest
in all such Tendered Bonds are transferred free and clear of any
encumbrances and any other security;
2. have due authority to transfer the beneficial title to the Tendered Bonds;
3. understand that BV Tech shall be entitled to rely without
investigation on the completeness and accuracy of the JIM
Acceptance Form and shall incur no liability whatsoever for any
errors in the same; and
4. understand that this Bondholder Instruction Form is binding and irrevocable.
Signed and delivered as a deed by:
[insert name]
------------------------
In the presence of: )
Witness signature:
Witness name:
Witness address:
Witness occupation:
Note:
A witness should not be the signatory's spouse, partner or
family member and should not have a personal interest in the
provisions of the Bond Offer.
APPENDIX 3
JIM ACCEPTANCE FORM
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION
This JIM Acceptance Form should be read in conjunction with the
Bond Offer Letter. The definitions used in the Circular, the
Instrument and Bondholder Letter apply in this JIM Acceptance Form
save where the context otherwise requires.
To: BV Tech S.p.A.
1. Acceptance of Bond Offer
We, JIM Nominees Limited, on behalf of the relevant Bondholders,
hereby accept the Bond Offer in respect of the face value of the
Bonds shown below in Box A and request BV Tech send by wire
transfer the aggregate Offer Price due in respect of such tendered
Bonds to the UK bank account details set out in Box B:
Box A GBP__________________________ [insert the aggregate face
value of the Bonds to be sold] ("Tendered Bonds")
Box B - Account Information
----------------------------------
Sort Code Account Type
------------- ---------------
Number Bank Name
------------- ---------------
Currency Branch Name
------------- ---------------
IBAN
------------- ---------------
2. Timeline for acceptance
This JIM Acceptance Form will be of no effect unless it is duly
completed and received, together with the relevant Bond
Certificate(s), as soon as possible and in any event by no later
than 1 p.m. on 6 January 2020 or such later date as BV Tech may in
its sole discretion determine.
This JIM Acceptance Form and the Bond Certificate(s) may be
returned by hand or post to CFO, Defenx PLC, 201 Temple Chambers,
3-7 Temple Avenue, London EC4Y 0DT and by way of a scanned copy by
email to Paul.Williams@defenx.com.
Please note that if this JIM Acceptance Form and the Bond
Certificate(s) are returned by email, the original signed JIM
Acceptance Form and Bond Certificate(s) must be sent as soon as
reasonably practicable by hand or post to the above address and in
any event so as to reach Defenx Plc on or before the First Closing
Date.
If you have any queries regarding the completion or delivery of
this JIM Acceptance Form or the delivery of the relevant Bond
Certificates, you should contact Paul Williams, CFO Defenx Plc on
the above email address.
For the avoidance of doubt, BV Tech shall be under no obligation
to accept a JIM Acceptance Form where it is not accompanied by the
relevant Bond Certificate.
3. Instruction to Registrar to update Bond Register
FOR VALUE RECEIVED, being equal to 50% of the face value of the
Tendered Bonds, we, JIM Nominees Limited, hereby sell, assign and
transfer the Tendered Bonds and all rights thereunder, irrevocably
constituting the Instrument to BV Tech and appoint Defenx PLC, a
company incorporated under the laws of England and Wales with
company number 08993398, as attorney to transfer the Tendered Bonds
to BV Tech in the register maintained by Defenx PLC, with full
power of substitution.
Please now sign the Declaration that follows.
DECLARATION
By completing and signing this irrevocable JIM Acceptance Form
as a deed, we confirm that we have read and understood the letter
and irrevocably make the choices indicated in section 1 above and
that we:
1. are the holder of legal title to all of the Tendered Bonds
and that all such Tendered Bonds are transferred free and clear of
any encumbrances and any other security;
2. have due authority to transfer legal title to the Tendered Bonds;
3. understand that BV Tech shall be entitled to rely without
investigation on the completeness and accuracy of this JIM
Acceptance Form and shall incur no liability whatsoever for any
errors in the same; and
4. understand that this JIM Acceptance Form is binding and irrevocable.
Signed and delivered as a deed by)
JIM Nominees Limited )
acting by a director )
in the presence of: )
Witness signature:
Witness name:
Witness address:
Witness occupation:
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCUOANRKWAUAAA
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December 13, 2019 11:21 ET (16:21 GMT)
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