TIDMMDW
RNS Number : 2771U
Mediwatch PLC
29 November 2013
Mediwatch plc
Posting of Scheme Document, Notices of the Court Meeting and
General Meeting, Timetable and cancellation of trading on AIM
Posting of Scheme Document
29 November 2013
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
Further to the announcement made by Laborie and Mediwatch on 18
November 2013 under Rule 2.7 of the City Code regarding a
recommended acquisition (the "Acquisition") of the entire issued
and to be issued share capital of Mediwatch, to be effected by
means of a scheme of arrangement of Mediwatch under Part 26 of the
Companies Act 2006 (the "Scheme"), the Board of Mediwatch announces
that a circular relating to the Scheme (the "Scheme Document"),
containing further information about the Acquisition, the full
terms and conditions of the Scheme, an explanatory statement (in
compliance with section 897 of the Companies Act 2006) and notices
of the Court Meeting and the General Meeting, has been posted to
Mediwatch Shareholders today. The Scheme Document is available on
Mediwatch's website at
www.mediwatch.com/en/shareholder-information.
Notices of the Court Meeting and General Meeting
The Scheme will require the approval of Mediwatch Shareholders
at the Court Meeting and the passing of a special resolution at the
General Meeting, and then the approval of the Court.
Mediwatch Shareholders will receive the Scheme Document, which
also sets out the notices convening the Court Meeting and the
General Meeting together with a blue Form of Proxy for use in
connection with the Court Meeting and a white Form of Proxy for use
in connection with the General Meeting.
The Court Meeting will take place on 23 December 2013 at 10.00
a.m. and the General Meeting will take place at 10.15 a.m. on 23
December 2013 (or as soon thereafter as the Court Meeting shall
have been concluded or been adjourned), at the offices of Field
Fisher Waterhouse LLP, 35 Vine Street, London EC3N 2PX, to allow
Mediwatch Shareholders to vote on the resolutions required to
approve and implement the Scheme. A full description of the terms
and conditions of the Scheme and the actions to be taken by
Mediwatch Shareholders is set out in the Scheme Document.
Completion of the Acquisition is conditional upon, amongst other
things, approval of the Scheme by Mediwatch Shareholders at the
Court Meeting and completion of the Court process as further set
out in the Scheme Document. Subject to satisfaction or (where
applicable) waiver of the Conditions, the Scheme is expected to
become effective on 27 January 2014.
In view of the new employment arrangements with Philip Stimpson,
which are described in more detail in the Scheme Document, the
Mediwatch Board has determined that it is appropriate that only the
Independent Directors consider the terms of the Acquisition and
make a recommendation to the Mediwatch Shareholders.
The Independent Directors, who have been so advised by SP Angel,
consider the terms of the Acquisition to be fair and reasonable and
unanimously recommend that Mediwatch Shareholders vote in favour of
the Scheme at the Court Meeting and the Special Resolution to be
proposed at the General Meeting. In providing advice to the
Independent Directors, SP Angel has taken into account the
commercial assessments of the Independent Directors.
Laborie has received irrevocable undertakings to vote or procure
the vote in favour of the Scheme in respect of, in aggregate,
59,008,355 Mediwatch Shares, representing approximately 41.89 per
cent. of the existing issued ordinary share capital of Mediwatch
(including irrevocable undertakings given by the Mediwatch
Directors in respect of their entire beneficial interests in
Mediwatch Shares).
Timetable
The expected timetable of principal events is as follows. All
times shown in this document are London times, unless otherwise
stated.
Event Time and/or date
Latest time for receipt of BLUE Forms of 10.00 a.m. on 19
Proxy for the Court Meeting December 2013
Latest time for receipt of WHITE Forms of 10.15 a.m. on 19
Proxy for the General Meeting December 2013
Voting Record Time for the Court Meeting 6.00 p.m. on 19
and General Meeting December
2013
Court Meeting 10.00 a.m. on 23
December
2013
General Meeting 10.15 a.m. on 23
December 2013(1)
The following dates are indicative only and
are subject to change(2)
Last day of dealings in, and for registration 22 January 2014(2)
of transfers of, and disablement in CREST
of, Mediwatch Shares on AIM
Scheme Court Hearing 22 January 2014(2)
Dealings in Mediwatch Shares suspended from 7.30 a.m. on 23
trading on AIM January 2014(2)
Scheme Record Time 6.00 p.m. on 23
January 2014(2)
Reduction Court Hearing 24 January 2014(2)
Effective Date of the Scheme and re-registration 27 January 2014(2)
as a private company
Cancellation of admission of Mediwatch Shares 7.00 a.m. on 27
to trading on AIM January 2014(2)
Latest date for despatch of cheques or settlement 10 February 2014(2)
through CREST in respect of the Cash Consideration
within 14 days of the Effective Date
Long Stop Date, being the last date by which 21 March 2014
the Scheme can become Effective
(1) To commence at 10.15 a.m. or as soon thereafter as the Court
Meeting shall have concluded or been adjourned.
(2) These dates and times are indicative only and will depend,
among other things, upon the date upon which the Court sanctions
the Scheme and confirms the Capital Reduction and the date on which
the Conditions set out in Part Three of the Scheme Document are
satisfied or (if applicable) waived. It will also depend on when
the Court Orders sanctioning the Scheme and confirming the Capital
Reduction are delivered to the Registrar of Companies. Mediwatch
will give notice of any change(s) by issuing an announcement
through a Regulatory Information Service. All Mediwatch
Shareholders have the right to attend the Court Hearings.
A copy of this announcement and the Scheme Document will be made
available on Mediwatch's website at
www.mediwatch.com/en/shareholder-information by no later than 12
noon (London time) on 2 December 2013. For the avoidance of doubt,
the contents of that website are not incorporated into, and do not
form part of, this announcement.
If any of the key dates set out in the timetable change,
Mediwatch will give notice of this change by issuing an
announcement through a Regulatory Information Service and by making
such announcement available on its website.
Cancellation to trading on AIM
In accordance with Rule 41 of the AIM Rules for Companies,
Mediwatch has notified the London Stock Exchange of the proposed
cancellation. Mediwatch today announces that its admission to
trading on AIM is expected be cancelled (the "Cancellation") with
effect from 7.00 a.m. on 27 January 2014 on the Effective Date
being no earlier than 20 business days following this
notification.
Unless the Meetings are adjourned, the last day of dealings in,
and for registration of transfers of, Mediwatch Shares will be the
day of the Scheme Court Hearing, which is expected to be 22 January
2014, following which Mediwatch Shares will be temporarily
suspended from trading on AIM.
If the Scheme becomes Effective, it will be binding on all
Scheme Shareholders irrespective of whether or not they attended or
voted (and, if they voted, whether they voted for or against the
Scheme) at the Court Meeting or the General Meeting. Upon the
Scheme becoming Effective, Mediwatch will become a wholly owned
subsidiary of Laborie and will be re-registered as a private
limited company.
Unless otherwise stated, capitalised terms used but not defined
in this announcement have the same meanings as those in the Scheme
Document published by Mediwatch on 29 November 2013.
For further information, please contact:
Enquiries:
Mediwatch plc Tel: +44 (0)1788 547 888
Dr Philip Stimpson, Chief Executive
/ Mark Hughes, Chief Financial
Officer
SP Angel Corporate Finance LLP Tel: +44 (0)20 3463 2260
Financial adviser, nominated
adviser and broker
David Facey / Katy Birkin / Liz
Yong
Important Notice
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to sell, purchase,
subscribe for or issue any securities, or the solicitation of an
offer to subscribe for any securities or the solicitation of any
vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise, nor shall there be any purchase, sale or exchange of
securities or such solicitation in any jurisdiction in which such
offer, solicitation, sale or exchange would be unlawful under the
laws of such jurisdiction. Any response to the Acquisition or vote
in respect of the Scheme should be made only on the basis of the
information contained in the Scheme Document.
The Acquisition will be made solely through the Scheme Document
which contains the full terms and conditions of the Scheme,
including details of how to vote in connection with the resolutions
to be proposed at the Court Meeting and the General Meeting.
Mediwatch urge Mediwatch Shareholders to read the Scheme Document
as it contains important information relating to the
Acquisition.
Whether or not certain Mediwatch Shares are voted at the Court
Meeting or the General Meeting, if the Scheme becomes effective
those Mediwatch Shares will be cancelled pursuant to the
Scheme.
The release, publication or distribution of this announcement in
jurisdictions other than 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. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Mediwatch Shares in respect of the Scheme at the Court
Meeting, or to execute and deliver Forms of Proxy appointing
another to vote at the Court Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they
are located. This announcement has been prepared for the purpose of
complying with English law 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 jurisdictions outside the United Kingdom.
Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
them in or into or from any Restricted Jurisdiction.
Please be aware that addresses, electronic addresses and certain
other information provided by Mediwatch Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Mediwatch may be provided to Laborie during the
Offer Period as required under Section 4 of Appendix 4 of the City
Code.
SP Angel Corporate Finance LLP, which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting exclusively as financial adviser to Mediwatch and no one
else in connection with the matters described in this announcement,
and will not be responsible for anyone other than Mediwatch for
providing the protections afforded to clients of SP Angel Corporate
Finance LLP nor for providing advice in relation to the matters
referred to in this announcement. Neither SP Angel Corporate
Finance LLP nor any of its affiliates, partners or employees 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 SP Angel
Corporate Finance LLP in connection with this announcement, any
statement contained herein or otherwise.
Investec Bank plc ("Investec") is authorised by the Prudential
Regulation Authority and regulated in the United Kingdom by the FCA
and the Prudential Regulation Authority. Investec is acting as
financial adviser to Laborie and no one else in connection with the
Acquisition and will not regard any other person as its client in
relation to the matters in this announcement and will not be
responsible to anyone other than Laborie for providing the
protections afforded to clients of Investec or for providing advice
in relation to the Acquisition or any other matters referred to
herein.
Disclosure requirements of the Takeover Code (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, 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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