TIDMKBC
RNS Number : 5078U
KBC Advanced Technologies plc
07 April 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
7 April 2016
RECOMMENDED CASH ACQUISITION
of
KBC Advanced Technologies plc
by
Yokogawa Electric Corporation
(to be implemented by way of a scheme of arrangement under Part
26 of the Companies Act)
Scheme Effective
On 17 February 2016, the boards of directors of KBC Advanced
Technologies plc ("KBC") and Yokogawa Electric Corporation
("Yokogawa") announced that they had reached agreement on the terms
of a recommended all cash acquisition by Yokogawa of the entire
issued and to be issued share capital of KBC by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme"). The Court sanctioned the Scheme
on 5 April 2016.
The boards of KBC and Yokogawa are pleased to announce that the
Scheme has now become effective in accordance with its terms.
Holders of Scheme Shares are entitled to receive 210 pence in cash
for each Scheme Share held.
Trading on AIM in KBC Shares was temporarily suspended with
effect from 7.30a.m. on 6 April 2016. It is expected that the
cancellation of admission to trading on AIM of KBC Shares will take
effect at 7.00a.m. on 8 April 2016.
Settlement of Consideration due under the Scheme will be
made:
- by cheque or the crediting of CREST within 14 days of the Effective Date; or
- in respect of Scheme Shares acquired pursuant to the exercise
of KBC Options, in accordance with the terms of the Optionholder
Letters.
Capitalised terms used but not defined in this announcement (the
"Announcement") have the same meaning given to them in the circular
posted to KBC Shareholders on 4 March 2016 (the "Scheme Document").
All times referred to are London times.
Enquiries
Yokogawa Tel: +81 422 52 5530
Hiroshi Kubo
Corporate Communications
Department
Morgan Stanley Tel: +44 (0) 20 7425
(Financial Adviser to 8000
Yokogawa)
Ian Hart
Dominic Desbiens
KBC Tel:+44(0)20 7234
Eric Dodd 8535
Chief Financial Officer
Evercore Tel: +44(0)20 7653
(Financial Adviser to 6000
KBC)
Edward Banks
Cenkos Tel: +44 (0)20 7397
(Corporate broker and 8900
NOMAD to KBC)
Bobbie Hilliam
Julian Morse
Weber Shandwick Tel: +44 (0)20 7067
(PR Adviser to KBC) 0000
Nick Oborne
Tom Jenkins
Mitsubishi UFJ Morgan Stanley Securities Co., Ltd ("MUMSS"),
through its affiliate, Morgan Stanley & Co. International plc
("Morgan Stanley") which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the UK is acting as financial
adviser to Yokogawa and no one else in connection with the matters
set out in this announcement. In connection with such matters,
MUMSS, Morgan Stanley, each of their affiliates and each of their
affiliates' respective directors, officers, employees and agents
will not regard any other person as their client, nor will they be
responsible to any other person for providing the protections
afforded to their clients or for providing advice in relation to
the contents of this Announcement or any other matter referred to
herein.
Evercore Partners International LLP, which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for KBC and no one else in connection with
the Acquisition and the matters set out in this Announcement and
will not regard any other person as its client in connection with
the matters referred to in this Announcement and will not be
responsible to anyone other than KBC for providing the protections
afforded to clients of Evercore or its affiliates, or for providing
advice in relation to the Acquisition, the contents of this
Announcement or any other matters referred to herein. Neither
Evercore nor any of its subsidiaries, branches or 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 Evercore
in connection with this Announcement, any statement contained
herein or otherwise.
Cenkos Securities plc, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively as corporate broker and nominated adviser to KBC and
no-one else in connection with the Acquisition and other matters
described in this Announcement and will not be responsible to
anyone other than KBC for providing the protections afforded to
clients of Cenkos Securities plc or for providing advice in
relation to the Acquisition, the contents of this Announcement or
any other matter referred to herein.
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 an 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.
This Announcement does not constitute a prospectus or a
prospectus equivalent document.
This Announcement has been prepared for the purpose of complying
with English law, the Code and the AIM Rules 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.
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.
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.
Forward-looking statements
This Announcement and the Scheme Document (including information
incorporated by reference in this Announcement and the Scheme
Document) contain certain forward-looking statements with respect
to Yokogawa and KBC. 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", "aim", "will", "may", "would", "could" or
"should" or other words of similar meaning or the negative thereof.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
economic performance, financial conditions, dividend policy, losses
and future prospects; (ii) business and management strategies and
the expansion and growth of the operations of the Yokogawa Group or
the KBC Group; and (iii) the effects of government regulation on
the business of the Yokogawa Group or the KBC Group.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of any such person, or
industry results, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are
based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which
each will operate in the future. You are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date hereof. All subsequent oral or written
forward-looking statements attributable to Yokogawa or KBC or any
persons acting on their behalf are expressly qualified in their
entirety by the cautionary statement above. Neither Yokogawa nor
KBC undertakes any obligation to update publicly or revise
forward-looking or other statements contained in this Announcement
or the Scheme Document, whether as a result of new information,
future events or otherwise, except to the extent legally
required.
Publication on website
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, at Yokogawa's website at
http://www.yokogawa.com/ and KBC's website at
http://ir.kbcat.com/home/ by no later than 12 noon on 8 April
2016.
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 or the
Scheme Document.
(MORE TO FOLLOW) Dow Jones Newswires
April 07, 2016 06:32 ET (10:32 GMT)
In accordance with Rule 30.2 of the Code, a person so entitled
may request a hard copy of this Announcement, free of charge, by
contacting the Registrar, Computershare Investor Services PLC at
The Pavilions, Bridgwater Road, Bristol BS99 6ZY or by telephone on
0370 707 1099 (from within the UK) or +44 370 707 1099 (from
outside the UK). For persons who receive copies in electronic form
or via a website notification, hard copies will not be sent unless
so requested. In accordance with Rule 30.2 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
STRSSFFSWFMSEDL
(END) Dow Jones Newswires
April 07, 2016 06:32 ET (10:32 GMT)
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