TIDMKLBT
RNS Number : 7958I
Canterbury Acquisition Limited
21 June 2017
FOR IMMEDIATE RELEASE 21 June 2017
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
Recommended Cash Offer for Kalibrate Technologies plc
("Kalibrate")
by
Canterbury Acquisition Limited ("Hanover Bidco")
Posting of Offer Document and Publication on Website
1. Posting of Offer Document in respect of Recommended Offer
On 13 June 2017, Hanover Bidco announced a firm intention to
make an offer for the entire issued and to be issued share capital
of Kalibrate at 85.5 pence per Kalibrate Share which the Kalibrate
Directors intend to unanimously recommend to Kalibrate Shareholders
(the "Firm Offer Announcement").
Hanover Bidco announces that it is today posting to Kalibrate
Shareholders a document containing the full terms and conditions of
the Offer (the "Offer Document") together with a Form of
Acceptance. The Offer Document and specimen Form of Acceptance will
also be available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions on the Hanover Bidco
website www.hanoverinvestors.com and the Kalibrate website
www.kalibratetech-ir.com shortly.
2. Timetable and actions to be taken
The first closing date of the Offer is 12 July 2017 (which may
be extended by Hanover Bidco, subject to the Code).
Further details of the Offer and the action to be taken to
accept the Offer are set out in the Offer Document and, for
Kalibrate Shareholders who hold their shares in certificated form,
the Form of Acceptance.
If you have any questions about acceptance of the Offer, please
call the Receiving Agent, Capita Asset Services on 0371 664 0321.
Calls are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9:00
a.m. and 5.30 p.m., Monday to Friday, excluding public holidays in
England and Wales. Please note that Capita Asset Services cannot
provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.
3. Disclosure of interests and irrevocable commitments
On 15 June 2017, Hanover Bidco acquired 3,561,495 Kalibrate
Shares, representing approximately 10.5 per cent. of the existing
issued share capital of Kalibrate. The highest price paid per
Kalibrate Share was 85.0 pence.
As set out in the Firm Offer Announcement, Hanover Bidco has
received irrevocable undertakings to accept the Offer from those
Kalibrate Directors who hold Kalibrate Shares, Invesco Asset
Management Limited and Eurovestech plc in respect of an aggregate
total of 13,562,492 Kalibrate Shares, representing approximately
40.0 per cent. of the issued share capital of Kalibrate. The
details and circumstances in which these irrevocable undertakings
will cease to be binding are set out in Appendix III of the Firm
Offer Announcement and in Part V of the Offer Document.
Hanover Bidco has therefore acquired, or received irrevocable
undertakings to accept the Offer in respect of, 17,123,987
Kalibrate Shares, representing approximately 50.5 per cent. of the
issued share capital of Kalibrate.
The Offer is conditional upon, amongst other things, Hanover
Bidco receiving valid acceptances in respect of, or otherwise
acquiring or agreeing to acquire (whether pursuant to the Offer or
otherwise), shares which carry, in aggregate, more than 50 per
cent. of the voting rights then normally exercisable at general
meetings of Kalibrate.
4. General
Capitalised terms used but not defined in this announcement
shall have the same meaning given to them in the Firm Offer
Announcement.
Press enquiries:
Hanover Investors Management LLP
Matthew Peacock Tel: +44 (0) 20 7766 8400
Tom Russell
Fred Lundqvist
Liberum Capital Limited (Financial adviser to Hanover Bidco)
Neil Patel Tel: +44 (0) 20 3100 2222
Cameron Duncan
Dominik Gotzenberger
Kalibrate Technologies plc
Bob Stein Tel: +44 (0) 161 228 0040
Gregg Budoi
N+1 Singer (Financial adviser, nominated adviser and broker to
Kalibrate Technologies plc)
Shaun Dobson Tel: +44 (0) 20 7496 3000
Alex Price
James Hopton
FTI Consulting (PR adviser to Kalibrate Technologies plc)
Matt Dixon Tel: +44 (0) 20 3727 1000
Chris Lane
Emma Appleton
Elena Kalinskaya
Further information
This announcement is not intended to and does not constitute, or
form part of, any offer to sell or subscribe for 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
securities of Kalibrate in any jurisdiction in contravention of
applicable law. This announcement does not constitute a prospectus
or equivalent document.
Any acceptance or other response to any offer should only be
made on the basis of the information contained in an offer document
(which will contain the full terms and conditions of the offer) and
the form of acceptance.
Please be aware that addresses, electronic addresses and certain
other information provided by Kalibrate shareholders, persons with
information rights and other relevant persons in connection with
the receipt of communications from Kalibrate may be provided to
Hanover Bidco during the offer period as required under Section 4
of Appendix 4 of the Code.
Liberum Capital Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to Hanover Bidco and no-one else
in connection with the Offer and will not be responsible to anyone
other than Hanover Bidco for providing the protections afforded to
clients of Liberum, nor for providing advice in relation to the
Offer or any matters referred to in this announcement.
N+1 Singer, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
as nominated adviser, broker and financial adviser to Kalibrate and
no-one else in connection with the Offer and will not be
responsible to anyone other than Kalibrate for providing the
protections afforded to clients of N+1 Singer, nor for providing
advice in relation to the Offer or any matters referred to in this
announcement.
Overseas jurisdictions
The availability of the Offer in, and the release, publication
or distribution of this announcement in or into, jurisdictions
other than the United Kingdom may be restricted by law. Therefore
persons into whose possession this announcement comes who are not
resident in the United Kingdom should inform themselves about, and
observe, any applicable restrictions. Kalibrate Shareholders who
are in any doubt regarding such matters should consult an
appropriate independent adviser in the relevant jurisdiction
without delay. Any failure to comply with such restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
This announcement has been prepared for the purposes of
complying with English law 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.
US shareholders
The Offer is for the securities of a corporation organised under
the laws of England and Wales and is subject to the procedure and
disclosure requirements of the United Kingdom, which are different
from those of the United States. The Offer is being made in the
United States pursuant to the applicable provisions of Section
14(e) of, and Regulation 14E under, the US Securities Exchange Act
of 1934 (the "Exchange Act"), and otherwise in accordance with the
requirements of the Code. Accordingly, the Offer is subject to
disclosure and other procedural requirements, including with
respect to withdrawal rights, the offer timetable, settlement
procedures and timing of payments that are different from those
applicable under US domestic tender offer procedures and laws.
Neither the US Securities and Exchange Commission nor any US state
securities commission has approved or disapproved the Offer or
passed upon the adequacy or completeness of this announcement. It
may be difficult for US holders of Kalibrate Shares to enforce
their rights under any claim arising out of the US federal
securities laws, since Hanover Bidco and Kalibrate are located
outside of the United States, and some of their officers and
directors may be resident outside of the United States.
The receipt of cash pursuant to the Offer by a US holder of
Kalibrate Shares may be a taxable transaction for US federal income
tax purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each US shareholder of Kalibrate is
urged to consult with his, her or its independent professional
adviser regarding any acceptance of the Offer including, without
limitation, to consider the tax consequences associated with such
holder's acceptance of the Offer.
To the extent permitted by applicable law, in accordance with,
and to the extent permitted by, the Code and normal UK market
practice and Rule 14e-5 under the Exchange Act, Hanover Bidco or
its nominees or brokers (acting as agents) or their respective
affiliates may from time to time make certain purchases of, or
arrangements to purchase, Kalibrate Shares outside the United
States, other than pursuant to the Offer, before or during the
period in which the Offer remains open for acceptance. These
purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. Such purchases, or
arrangements to purchase, will comply with all applicable UK laws
and regulations, including the Code, the AIM Rules, and Rule 14e-5
under the Exchange Act to the extent applicable. Any information
about any such purchases will be disclosed in accordance with
applicable UK laws and regulations, on the Regulatory News Service
on the London Stock Exchange website, www.londonstockexchange.com.
To the extent that such information is made public in the United
Kingdom, this information will also be publicly disclosed in the
United States.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% 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(s), 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 (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. You should contact the 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.
Publication of this announcement
A copy of this announcement will be available on the Hanover
website at www.hanoverinvestors.com and the Kalibrate website at
www.kalibratetech-ir.com. The contents of Hanover's website and
Kalibrate's website are not incorporated into and do not form 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 Gregg Budoi of Kalibrate at 7th floor, St James's
Buildings, 79 Oxford Street, Manchester M1 6SS or on +44 (0) 161
228 0040, with an address to which the hard copy may be sent. 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 Offer should be
in hard copy form.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ODPFBMITMBATBLR
(END) Dow Jones Newswires
June 21, 2017 11:02 ET (15:02 GMT)
Kalibrate Tech. (LSE:KLBT)
Historical Stock Chart
From May 2024 to Jun 2024
Kalibrate Tech. (LSE:KLBT)
Historical Stock Chart
From Jun 2023 to Jun 2024