TIDMSEPU
RNS Number : 0515S
Hytera Communications Corp. Ltd.
16 December 2016
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
For immediate release
This announcement contains inside information
16 December 2016
RECOMMED CASH OFFER
for
SEPURA PLC
by
Project Shortway Limited, an indirect 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
Summary
-- The boards of Hytera Communications Corporation Limited
("Hytera") and Sepura plc ("Sepura") are pleased to announce that
they have reached agreement on the terms of a recommended cash
offer to be made by Project Shortway Limited ("Bidco") (an indirect
wholly-owned subsidiary of Hytera) for the entire issued and to be
issued ordinary share capital of Sepura (the "Acquisition"). It is
intended that the Acquisition will be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act.
-- Under the terms of the Acquisition, each Sepura Shareholder
will be entitled to receive:
20 pence in cash per Sepura Share
-- The Acquisition values the entire issued and to be issued
ordinary share capital of Sepura at approximately GBP74
million.
-- The Acquisition Price represents a premium of approximately:
- 35.6 per cent. to the Closing Price of 14.75 pence per Sepura
Share on 3 November 2016 (being the last Business Day prior to the
announcement that Hytera and Sepura were in discussions and the
commencement of the Offer Period); and
- 30.5 per cent. to the average Closing Price of 15.33 pence per
Sepura Share for the one month period to 3 November 2016 (being the
last Business Day prior to the announcement that Hytera and Sepura
were in discussions and the commencement of the Offer Period).
-- Sepura represents an excellent strategic fit with Hytera's
existing operations and the Acquisition will broaden the range of
products and services Hytera is able to offer to its customers.
-- The Sepura Directors, who have been so advised by Lazard as
to the financial terms of the Acquisition, consider the terms of
the Acquisition to be fair and reasonable. In providing its advice
to the Sepura Directors, Lazard has taken into account the
commercial assessments of the Sepura Directors.
-- Accordingly, the Sepura Directors intend to recommend
unanimously that Sepura Shareholders vote or procure votes in
favour of the Scheme at the Court Meeting and the Resolutions to be
proposed at the General Meeting (or, if Hytera exercises its right
to implement the Acquisition by way of a Takeover Offer, to accept
such offer), as the Sepura Directors have irrevocably undertaken to
do in respect of their own beneficial holdings of 10,483,434 Sepura
Shares (representing, in aggregate, approximately 2.83 per cent. of
the Sepura Shares in issue on 15 December 2016 (being the last
Business Day prior to this Announcement)). Gordon Watling, who has
been on extended leave of absence since 12 September 2016, has not
participated in any board or committee meetings of the Sepura
Directors (including in respect of the Acquisition) since 27 July
2016.
-- In addition to the irrevocable undertakings from the Sepura
Directors, Hytera and Bidco have received irrevocable undertakings
to vote or procure votes in favour of the Scheme at the Court
Meeting and the Resolutions to be proposed at the General Meeting
(or, if Hytera exercises its right to implement the Acquisition by
way of a Takeover Offer, to accept such offer) from Liontrust Fund
Partners LLP, Miton Asset Management and Skandinaviska Enskilda
Banken, Danmark in respect of 93,641,985 Sepura Shares
(representing, in aggregate, approximately 25.30 per cent. of the
Sepura Shares in issue on 15 December 2016 (being the last Business
Day prior to this Announcement)).
-- In addition to the irrevocable undertakings, Hytera and Bidco
have received a letter of intent to vote or procure votes in favour
of the Scheme at the Court Meeting and the Resolutions to be
proposed at the General Meeting (or, if Hytera exercises its right
to implement the Acquisition by way of a Takeover Offer, to accept
such offer) from Alphagen Capital Limited in respect of 36,423,615
Sepura Shares (representing, in aggregate, approximately 9.84 per
cent. of the Sepura Shares in issue on 15 December 2016 (being the
last Business Day prior to this Announcement)).
-- Therefore, as at the date of this Announcement, Hytera and
Bidco have received irrevocable undertakings and a letter of intent
with respect to a total of 140,549,034 Sepura Shares (representing
approximately 37.98 per cent. of the Sepura Shares in issue on 15
December 2016 (being the last Business Day prior to this
Announcement)). Full details of the irrevocable undertakings and
letter of intent received by Hytera and Bidco are set out in
Appendix III to this Announcement.
-- Hytera is a leading provider of Professional Mobile Radio
("PMR") communication solutions, providing complete and customised
communication solutions to clients in government, public security,
utility, transportation and enterprise sectors across more than 120
countries and regions across the world.
-- Sepura is a leading global provider of critical
communications solutions for the PMR market, with particular focus
on users of the Terrestrial Trunked Radio ("TETRA") PMR standard.
Sepura designs, develops and supplies digital radio solutions,
complementary accessories, support tools and devices that are used
by a wide range of public safety and commercial organisations.
-- It is intended that the Acquisition be implemented by way of
a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act (or, if Hytera so elects and with the consent of the
Takeover Panel, a Takeover Offer). The purpose of the Scheme is to
provide for Bidco to become the owner of the whole of the issued
and to be issued ordinary share capital of Sepura. The Scheme will
be put to Sepura Shareholders at the Court Meeting and at the
General Meeting. In order to become effective, the Scheme must be
approved by a majority in number of the Sepura Shareholders voting
at the Court Meeting, either in person or by proxy, representing at
least 75 per cent. in value of the Scheme Shares voted. The
implementation of the Scheme must also be approved by Sepura
Shareholders at the General Meeting.
-- The Acquisition is subject to the Conditions and certain
further terms set out in Appendix I and to the full terms and
conditions which will be set out in the Scheme Document. The
Conditions include the receipt of various regulatory and anti-trust
approvals as further described in this Announcement. Sepura
Shareholders should take note of the Regulatory Clearances, which
include the PRC Regulatory Clearances, contained in Part A of
Appendix I (see paragraph 6 below).
-- The Scheme Document will include full details of the
Acquisition, together with notices of the Court Meeting and General
Meeting and the expected timetable and will specify the action to
be taken by Sepura Shareholders. The Scheme Document will be
despatched to Sepura Shareholders within 28 days of the date of
this Announcement, unless Hytera and Sepura otherwise agree, and
the Takeover Panel consents, to a later date.
-- The Acquisition is expected to complete in the first quarter
of 2017, subject to the satisfaction or waiver of the Conditions
and certain further terms set out in Appendix I and to the full
terms and conditions which will be set out in the Scheme
Document.
Commenting on the Acquisition, Alan Lovell, Chairman of Sepura,
said:
"This transaction with Hytera recognises the underlying
strengths of Sepura's technology and customer base despite the
difficulties of the last 12 months. It will provide certainty for
our shareholders, and secure the future of the business. There will
be additional opportunities and benefits for the business and its
employees as part of a larger group."
Commenting on the Acquisition, Chen Qingzhou, Chairman and Chief
Executive Officer of Hytera, said:
"We are very pleased to reach this agreement with Sepura. The
industry in which we operate is undergoing significant changes and
Sepura represents an excellent strategic fit for Hytera and will
allow us to expand the range of products and services we provide to
our clients around the world."
This summary should be read in conjunction with, and is subject
to, the full text of this Announcement and its Appendices. In
particular, the Acquisition is subject to the Conditions and
certain further terms set out in Appendix I and to the full terms
and conditions which will be set out in the Scheme Document.
Appendix II contains details of sources of information and bases of
calculation contained in this Announcement. Appendix III contains
certain details relating to the irrevocable undertakings and letter
of intent referred to in this Announcement. Appendix IV contains
definitions of certain terms used in this Announcement.
Enquiries:
Hytera
Nuo Xu (Chief Investment Officer) Tel: +86 755 2697
Zhiyong Tian (Securities Affairs 2999
Representative)
Smith Square Partners (Financial
adviser to Hytera and Bidco)
Jonathan Coddington Tel: +44 (0) 20 3696
Jade Jack 7260
Sepura
David Barrass (Interim Chief Tel: +44 (0) 1223
Executive Officer) 876 000
Richard Smith (Chief Financial
Officer)
Peter Connor (Investor Relations)
Lazard (Financial adviser
to Sepura)
Cyrus Kapadia Tel: +44 (0) 20 7187
Nicholas Page 2000
Liberum (Corporate broker
to Sepura)
Steve Pearce Tel: +44 (0) 20 3100
2224
Instinctif Partners (Public
relations adviser to Sepura)
Adrian Duffield Tel: +44 (0) 20 7457
Kay Larsen 2020
Chantal Woolcock
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.
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.
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 will contain 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 once it has been despatched.
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
forward-looking 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.
Right to switch to a Takeover Offer
Hytera reserves the right to elect, with the consent of the
Takeover Panel, to implement the Acquisition by way of a Takeover
Offer for the entire issued and to be issued ordinary share capital
of Sepura as an alternative to the Scheme. In such an event, the
Takeover Offer will be implemented on the same terms or, if Hytera
so decides, on such other terms being no less favourable (subject
to appropriate amendments), so far as applicable, as those which
would apply to the Scheme and subject to the amendment referred to
in Appendix I to this Announcement.
Publication on website 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 Hytera's website at
www.hytera.com and Sepura's website at www.sepura.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 Smith Square Partners on +44 (0) 20 3696 7260 or Lazard
on +44 (0) 20 7187 2000. 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.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
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.
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
For immediate release
This announcement contains inside information
16 December 2016
RECOMMED CASH OFFER
for
SEPURA PLC
by
Project Shortway Limited, an indirect 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
1. Introduction
The boards of Hytera Communications Corporation Limited
("Hytera") and Sepura plc ("Sepura") are pleased to announce that
they have reached agreement on the terms of a recommended cash
offer to be made by Project Shortway Limited ("Bidco") (an indirect
wholly-owned subsidiary of Hytera) for the entire issued and to be
issued ordinary share capital of Sepura (the "Acquisition"). It is
intended that the Acquisition will be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act.
2. The Acquisition
Under the terms of the Acquisition, which will be subject to the
Conditions and certain further terms set out in Appendix I and to
the full terms and conditions which will be set out in the Scheme
Document, each Sepura Shareholder will be entitled to receive:
20 pence in cash per Sepura Share
-- The Acquisition values the entire issued and to be issued
ordinary share capital of Sepura at approximately GBP74
million.
-- The Acquisition Price represents a premium of approximately:
- 35.6 per cent. to the Closing Price of 14.75 pence per Sepura
Share on 3 November 2016 (being the last Business Day prior to the
announcement that Hytera and Sepura were in discussions and the
commencement of the Offer Period); and
- 30.5 per cent. to the average Closing Price of 15.33 pence per
Sepura Share for the one month period to 3 November 2016 (being the
last Business Day prior to the announcement that Hytera and Sepura
were in discussions and the commencement of the Offer Period).
The Sepura Shares will be acquired by Bidco with full title
guarantee, fully paid and free from all liens, equitable interests,
charges, encumbrances, rights of pre-emption and any other third
party rights or interests whatsoever and together with all rights
existing at the date of this Announcement or thereafter attaching
thereto, including (without limitation) the right to receive and
retain, in full, all dividends and other distributions (if any)
declared, made or paid or any other return of capital (whether by
way of reduction of share capital or share premium account or
otherwise) made on or after the date of this Announcement in
respect of the Sepura Shares.
If any dividend or other distribution in respect of the Sepura
Shares is declared, paid or made on or after the date of this
Announcement, Hytera reserves the right to reduce the consideration
payable for each Sepura Share under the terms of the Acquisition by
the amount per Sepura Share of such dividend or distribution.
3. Recommendation
The Sepura Directors, who have been so advised by Lazard as to
the financial terms of the Acquisition, consider the terms of the
Acquisition to be fair and reasonable. In providing its advice to
the Sepura Directors, Lazard has taken into account the commercial
assessments of the Sepura Directors.
Accordingly, the Sepura Directors intend to recommend
unanimously that Sepura Shareholders vote or procure votes in
favour of the Scheme at the Court Meeting and the Resolutions to be
proposed at the General Meeting, as the Sepura Directors have
irrevocably undertaken to do in respect of their own beneficial
holdings of 10,483,434 Sepura Shares (representing, in aggregate,
approximately 2.83 per cent. of the Sepura Shares in issue on 15
December 2016 (being the last Business Day prior to this
Announcement)). Gordon Watling, who has been on extended leave of
absence since 12 September 2016, has not participated in any board
or committee meetings of the Sepura Directors (including in respect
of the Acquisition) since 27 July 2016.
4. Background to and reasons for the Acquisition
Hytera believes that Sepura's business represents an excellent
strategic fit with Hytera and will broaden the range of products
and services the Combined Group is able to offer to its customers,
as well as giving Hytera better access to geographic markets in
which it currently has limited exposure.
Hytera considers Sepura to have a well-established presence in
the markets in which it operates, with a strong brand image and
recognition in the private network industry. Through the
Acquisition, Hytera will gain access to a blue-chip customer base
and to the broader high-end public security sector market.
Hytera believes that Sepura's dedicated research and development
function, which oversees and develops the core patents and
technologies relevant to the TETRA protocol, is of very high
quality. However, given the very significant technological changes
and challenges that are likely to characterise the PMR market in
the years to come, Hytera believes that Sepura will be better
positioned with the extensive research and development and
financial support of Hytera.
The Hytera Directors consider that a combination of the two
businesses will further develop the Combined Group's technology,
expanding functionality of product base and allowing both companies
to broaden their range of customised products and services with
more diversified overall solutions.
A strong technological offering and blue-chip customer base will
enhance both Hytera's and Sepura's position as leading global
providers of communications solutions. Hytera believes that the
Acquisition represents a compelling valuation proposition for
Sepura Shareholders and is a logical step in the consolidation of
the PMR market.
5. Background to and reasons for the recommendation
Sepura is a highly respected and leading brand in the global
TETRA communications market. It is a market leader in multiple
geographies, including Germany (the world's largest TETRA market),
the UK, and nascent markets in Brazil and North America. The
analogue to digital migration in PMR continues to deliver long-term
growth, with independent forecasts predicting 11 million new
digital PMR devices by 2018, and Sepura is well-positioned to
capitalise on these developments.
In 2015, Sepura acquired Teltronic, incorporating another strong
brand and robust, diversified product-base into its business.
Teltronic has successfully executed 350 TETRA networks across 50
different countries, and has a significant pipeline in both
established and nascent TETRA markets. Sepura has already realised
synergies and cross-selling opportunities since the acquisition of
Teltronic, such as the New York Transit Authority's combined TETRA
systems and devices contract, and the combined businesses have a
strong pipeline of opportunities.
However trading during the last 12 months has been particularly
challenging for Sepura. Underperformance of its DMR business,
delayed refresh cycles and uncertainty over the Emergency Services
Network in the UK, among other things, have generated significant
headwinds in some of Sepura's markets. In addition, the business
has undergone a major change in its business model to improve sales
phasing, align manufacturing timescales with customer delivery
schedules, and reduce the credit risk profile, in order to allow
Sepura to benefit from working capital improvement and a better
alignment of profitability to cash flows over the longer term, but
which result in a one-off shift of revenue for the current
financial year.
On 22 November 2016 Sepura announced a pre-tax loss of EUR62.1
million for the six months ended 30 September 2016, principally as
a result of the challenges described above. It also announced that
it had reached an agreement to defer certain debt repayments with
its lenders, enabling Sepura to meet its forecast liquidity
requirements for at least the next 12 months, but that it does also
expect to require a waiver of some of its covenants by its lenders
from March 2017.
Sepura has a strategy in place to address the headwinds it faces
and return Sepura to more normal levels of profitability. It has
announced in recent months the appointment of an interim Chief
Executive and a new non-executive Chairman. The new leadership team
is focused on positioning the business for a stronger performance
in the financial year to March 2018. As part of this work the new
leadership is preparing Sepura to deliver new products, expand its
presence within the North American market, penetrate other emerging
TETRA markets and focus on servicing its installed customer base,
in addition to driving cost savings and efficiencies across its
business segments and geographies.
The Sepura Directors believe that Sepura has a well-developed
strategy in place to address the issues it faces and that executing
this strategy successfully could significantly improve the
business's standalone performance over the medium term and thereby
deliver value for Sepura Shareholders.
However, the Sepura Directors are also aware that Sepura
continues to face significant headwinds in a highly competitive
environment and that it is likely to require further cooperation
from its lending banks, in addition to alternative sources of
funding. Consequently, success in achieving this strategy will be
influenced by the significant future risks and uncertainties.
Therefore, after careful consideration, the Sepura Directors
have concluded that the proposal from Hytera substantially
recognises Sepura's prospects whilst also recognising the
considerable challenges facing the business on a standalone basis.
The proposal provides certainty in cash to Sepura Shareholders at a
35.6 per cent. premium to the Closing Price on 3 November 2016
(being the Business Day prior to the announcement that Hytera and
Sepura were in discussions). Following careful consideration of the
above factors, the Sepura Directors intend unanimously to recommend
that Sepura Shareholders vote in favour of the Acquisition, as the
Sepura Directors have irrevocably undertaken to do in respect of
their entire respective beneficial holdings of Sepura Shares.
The Sepura Directors further believe that Hytera represents a
highly attractive acquirer of the business as they believe Hytera
will support and enhance Sepura's ability to capitalise on the PMR
market opportunity and that Hytera's strategic vision for the
Combined Group fits well with Sepura's existing strategy and
culture.
6. Conditions
The Acquisition is conditional, amongst other things, upon:
(a) the approval of the Scheme by a majority in number
representing not less than 75 per cent. in value of the Sepura
Shareholders entitled to vote and present and voting, either in
person or by proxy, at the Court Meeting (or at any adjournment,
postponement or reconvention of such meeting) on or before the 22nd
day after the expected date of the Court Meeting to be set out in
the Scheme Document in due course (or such later date as may be
agreed between Hytera and Sepura and the Court may allow);
(b) the passing of the Resolutions by the requisite majority at
the General Meeting or at any adjournment, postponement or
reconvention of that meeting to be held on or before the 22nd day
after the expected date of the General Meeting to be set out in the
Scheme Document (or such later date, if any, as Hytera and Sepura
may agree and the Court may allow);
(c) the sanction of the Scheme on or before the 22nd day after
the expected date of the Court Hearing to be set out in the Scheme
Document in due course (or such later date as may be agreed between
Hytera and Sepura and the Court may allow) and the delivery of an
office copy of the Court Order to the Registrar of Companies;
and
(d) the Regulatory Clearances being received by Hytera and/or
Bidco, including each of the PRC Regulatory Clearances being
received, and competition approval being received in Spain and
Germany.
The attention of Sepura Shareholders is drawn to the fact that
the Acquisition is also conditional on other Conditions and certain
further terms set out in Appendix I and to the full terms and
conditions which will be set out in the Scheme Document.
Sepura Shareholders should take note of the Regulatory
Clearances set out in the Conditions in Appendix I, which include
the PRC Regulatory Clearances. Sepura acknowledges the very high
level of importance and the materiality of the PRC Regulatory
Clearances to Hytera, Bidco and the Acquisition.
The Scheme Document, along with the notice of the Court Meeting
and the General Meeting and the Forms of Proxy will be despatched
to Sepura Shareholders within 28 days of the date of this
Announcement, unless Hytera and Sepura otherwise agree, and the
Takeover Panel consents, to a later date.
7. Irrevocable undertakings and letter of intent for Sepura and Hytera
Hytera and Bidco have received irrevocable undertakings from
each of the Sepura Directors to vote or procure votes in favour of
the Scheme at the Court Meeting and the Resolutions to be proposed
at the General Meeting (or, if Hytera exercises its right to
implement the Acquisition by way of a Takeover Offer, to accept
such offer) from all of the Sepura Directors who hold Sepura Shares
(in a personal capacity or through a nominee) in respect of their
entire beneficial holdings of Sepura Shares, amounting, in
aggregate, to 10,483,434 Sepura Shares (representing, in aggregate,
approximately 2.83 per cent. of the Sepura Shares in issue on 15
December 2016 (being the last Business Day prior to this
Announcement).
Hytera and Bidco have also received irrevocable undertakings to
vote or procure votes in favour of the Scheme at the Court Meeting
and the Resolutions to be proposed at the General Meeting (or, if
Hytera exercises its right to implement the Acquisition by way of a
Takeover Offer, to accept such offer) from Liontrust Fund Partners
LLP, Miton Asset Management and Skandinaviska Enskilda Banken,
Danmark in respect of 93,641,985 Sepura Shares (representing, in
aggregate, approximately 25.30 per cent. of the Sepura Shares in
issue on 15 December 2016 (being the last Business Day prior to
this Announcement)).
In addition to the irrevocable undertakings, Hytera and Bidco
have received a letter of intent to vote or procure votes in favour
of the Scheme at the Court Meeting and the Resolutions to be
proposed at the General Meeting (or, if Hytera exercises its right
to implement the Acquisition by way of a Takeover Offer, to accept
such offer) from Alphagen Capital Limited in respect of 36,423,615
Sepura Shares (representing, in aggregate, approximately 9.84 per
cent. of the Sepura Shares in issue on 15 December 2016 (being the
last Business Day prior to this Announcement)).
Therefore, as at the date of this Announcement, Hytera and Bidco
have received irrevocable undertakings and a letter of intent with
respect to a total of 140,549,034 Sepura Shares (representing, in
aggregate, approximately 37.98 per cent. of the Sepura Shares in
issue on 15 December 2016 (being the last Business Day prior to
this Announcement)). Further details of these irrevocable
undertakings (including details of the circumstances in which they
cease to be binding) and letter of intent are set out in Appendix
III to this Announcement.
Sepura has also received an irrevocable undertaking from the
Chairman of Hytera, Mr Chen Qingzhou, who is a 52 per cent.
shareholder in Hytera and thus the majority voting rights holder,
to vote in favour of the Acquisition at Hytera's general meeting
pertaining to the Acquisition.
8. Information on Hytera, Bidco and Mr Chen Qingzhou
Hytera
Hytera is a leading provider of PMR communications solutions,
providing complete and customised communication solutions to
clients in government, public security, utility, transportation and
enterprise sectors across more than 120 countries and regions
across the world. Hytera's global sales network includes 30
branches in, amongst others, the USA, UK, Germany, Australia and
Brazil, over 600 partners across the world and a research and
development team of over 1,200 engineers in five research centres.
Hytera's shares are listed on the Shenzhen Stock Exchange (ISIN
reference CNE1000013B1). Mr Chen Qingzhou, the Chairman, CEO and
founder of Hytera (see further below), holds 52 per cent. of the
issued share capital of Hytera. The remaining shares are held by
non-governmental institutional investors and private investors.
For the 12 months ended 31 December 2015, Hytera's revenues were
approximately RMB 2.5 billion (approximately GBP286.3 million) and
its profit before tax was approximately RMB 291.9 million
(approximately GBP33.7 million).
For the nine months ended 30 September 2016, Hytera's revenues
were approximately RMB 2.1 billion (approximately GBP247.0 million)
and its profit before tax was approximately RMB 100.9 million
(approximately GBP11.7 million).
Bidco
Bidco is a newly incorporated English company which is an
indirect wholly-owned subsidiary of Hytera established to effect
the Acquisition. Bidco has not traded prior to the date of this
Announcement nor has it entered into any obligation other than in
connection with the Acquisition.
Mr Chen Qingzhou
Mr Chen is the Chairman, CEO and founder of Hytera. Prior to
founding Hytera in Shenzhen in 1993, Mr Chen was a Deputy General
Manager of Weixun Electronics Co., Ltd in Fujian Province. He
started his career working at a mobile radio communications factory
in Fujian Province as a sales manager from 1984.
9. Information on Sepura
Sepura is a leading global provider of critical communications
solutions for the PMR market. Sepura designs, develops and supplies
digital radio solutions, complementary accessories, support tools
and devices that are used by a wide range of public safety and
commercial organisations. Operating globally, and with revenues of
approximately EUR190 million for the year ended 1 April 2016,
Sepura has a product portfolio with the unique ability to offer
TETRA, P25 and Long Term Evolution (LTE) system solutions. The
Sepura Shares are listed on the London Stock Exchange (ISIN
reference GB00B1ZBLD47).
For the 12 months ended 1 April 2016, Sepura's revenues were
approximately EUR189.7 million, adjusted operating profit was
approximately EUR12.4 million and its loss before tax was
approximately EUR19.0 million.
For the half year ended 30 September 2016, Sepura's revenues
were approximately EUR43.3 million, adjusted operating losses were
approximately EUR13.0 million and its loss before tax was
approximately EUR62.1 million.
10. Sepura Share Schemes
Appropriate proposals, including a cash cancellation proposal,
will be made to participants in the Sepura Share Schemes, taking
into account that (i) in the case of options outstanding under the
Sepura Sharesave Plan, the Acquisition Price is lower than the
applicable exercise prices, and (ii) in the case of certain
nil-cost rights outstanding under the Sepura Long-term Incentive
Plan, the performance conditions have not been met.
11. Financing
The consideration payable under the terms of the Acquisition
will be funded from Hytera's existing cash resources; Hytera has
also entered into a guarantee, issued by the Bank of China, in
support of Hytera's funding obligations under the Acquisition.
Smith Square Partners, financial adviser to Hytera and Bidco, is
satisfied that sufficient cash resources are available to Bidco to
enable it to satisfy in full the consideration payable to Sepura
Shareholders in connection with the Acquisition.
12. Management, employees and locations of the Sepura Group
Hytera recognises that Sepura is a people-based business and, as
such, attaches great importance to retaining the skills, knowledge
and industry expertise of Sepura's existing management and
employees in order to best continue to serve Sepura's customers.
Hytera believes that Sepura's management and employees will be
important to the success of, and will benefit from enhanced
opportunities as part of, the Combined Group.
Following completion of the Acquisition it is intended that the
Sepura business will be integrated into the Hytera Group. Hytera
has not yet had any detailed discussions with Sepura regarding the
integration of Sepura. However, preliminary analysis carried out by
Hytera to date has indicated the potential to maintain the existing
operations of Sepura whilst realising some limited cost savings for
the Combined Group through the removal of administrative costs
associated with Sepura's current status as a listed company, which
will cease to be required following the Acquisition, and in areas
where there is an overlap of function (for example head office and
central functions). This may involve some limited headcount
reduction, although no plans have been formulated by Hytera to
date.
Hytera is aware of Sepura's planned cost reduction programme,
which was referred to in the announcement of Sepura's interim
results on 22 November 2016. These plans have not been discussed in
detail with Hytera during the due diligence process. Hytera intends
to review these plans, should the Scheme become Effective.
Hytera has given assurances to the Sepura Directors that the
existing contractual and statutory employment rights, including in
relation to employer contributions into Sepura pension plans, of
Sepura's existing management and employees will be safeguarded in
accordance with applicable law and that Hytera does not currently
envisage any material change in the conditions of employment of
Sepura employees following the Scheme becoming Effective.
It is expected that Alan Lovell, Sion Kearsey, Nigel Smith,
Andrew Leeser and Gordon Stuart (being Sepura's non-executive
directors), and David Barrass (Sepura's interim Chief Executive
Officer), will cease to be directors of Sepura immediately
following the Effective Date.
Save as referred to above and subject to finalisation of the
integration plans, Hytera confirms that it has no plans currently
to (i) change the principal locations of Sepura's business, or (ii)
redeploy any of Sepura's fixed assets.
13. Offer-related arrangements
Confidentiality Agreement
Hytera and Sepura entered into a confidentiality agreement dated
11 October 2016 (the "Confidentiality Agreement") pursuant to which
Hytera has undertaken to keep confidential information relating to
Sepura and not to disclose it to third parties (other than to
permitted disclosees) unless required by law or regulation. These
confidentiality obligations shall remain in force for a period of
18 months from the date of the Confidentiality Agreement. The
Confidentiality Agreement further includes customary
non-solicitation and standstill provisions.
14. Structure of the Acquisition
Scheme
The Acquisition will be effected by a Court-sanctioned scheme of
arrangement between Sepura and the Scheme Shareholders under Part
26 of the Companies Act. The purpose of the Scheme is to provide
for Bidco to become the owner of the whole of the issued and to be
issued ordinary share capital of Sepura. Under the Scheme, the
Acquisition is to be achieved by the:
-- transfer of the Scheme Shares held by Scheme Shareholders to
Hytera in consideration for which the Scheme Shareholders will
receive cash consideration pursuant to the Scheme; and
-- passing of the Resolutions at the General Meeting (including
amendments to Sepura's Articles to ensure that any Sepura Shares
issued between approval of the Scheme at the Court Meeting and the
Scheme Record Time will be subject to the Scheme and that any
Sepura Shares issued after the Scheme Record Time will
automatically be acquired by Bidco).
Approval by Court Meeting and General Meeting
To become Effective, the Scheme requires, amongst other things,
the:
a) approval of a majority in number of the Scheme Shareholders
who vote, representing not less than 75 per cent. in value of the
Scheme Shares voted, either in person or by proxy, at the Court
Meeting; and
b) approval by the requisite majority of the Resolutions at the
General Meeting (to be held directly after the Court Meeting)
necessary in order to implement the Scheme.
Application to Court to sanction the Scheme
Once the approvals have been obtained at the Court Meeting and
the General Meeting and the other Conditions have been satisfied or
(where applicable) waived, the Scheme must be sanctioned by the
Court at the Court Hearing.
The Scheme will become Effective in accordance with its terms on
delivery of the Court Order to the Registrar of Companies. Upon the
Scheme becoming Effective, it will be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted
at the Court Meeting or General Meeting, or whether they voted in
favour of or against the Scheme.
Full details of the Scheme to be set out in the Scheme
Document
The Scheme Document will include full details of the Scheme,
including the expected timetable and the action to be taken by
Scheme Shareholders. The Scheme will be governed by the laws of
England and Wales. The Scheme will be subject to the applicable
requirements of the Code, the Takeover Panel, the London Stock
Exchange and the FCA.
The Scheme Document, along with the notice of the Court Meeting
and the General Meeting and the Forms of Proxy will be despatched
to Sepura Shareholders within 28 days of the date of this
Announcement, unless Hytera and Sepura otherwise agree, and the
Takeover Panel consents, to a later date. Subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, the Scheme Document will also be made available on
Hytera's website at www.hytera.com and Sepura's website at
www.sepura.com.
At this stage, subject to the satisfaction or waiver of the
Conditions and certain further terms set out in Appendix I, Hytera
and Sepura expect the Acquisition to become Effective during the
first quarter of 2017.
If the Scheme does not become Effective on or before the Long
Stop Date (or such later date as Hytera, Bidco and Sepura may, with
the consent of the Takeover Panel and, if required, the Court,
agree) it will lapse and the Acquisition will not proceed (unless
the Takeover Panel otherwise consents).
Right to switch to a Takeover Offer
Hytera reserves the right to elect, with the consent of the
Takeover Panel, to implement the Acquisition by way of a Takeover
Offer for the entire issued and to be issued ordinary share capital
of Sepura as an alternative to the Scheme. In such an event, the
Takeover Offer will be implemented on the same terms or, if Hytera
so decides, on such other terms being no less favourable (subject
to appropriate amendments), so far as applicable, as those which
would apply to the Scheme and subject to the amendment referred to
in Appendix I to this Announcement.
15. De-listing and re-registration
It is intended that an application will be made to (i) the UK
Listing Authority to cancel the listing of the Sepura Shares on the
Official List, and (ii) the London Stock Exchange to cancel trading
of the Sepura Shares on the Main Market of the London Stock
Exchange to take effect on or shortly after the Effective Date. The
last day of dealings in Sepura Shares on the Main Market of the
London Stock Exchange is expected to be the Business Day
immediately prior to the Court Hearing and no transfers will be
registered after 6.00 p.m. on that date.
On the Effective Date, Sepura will become a wholly-owned
subsidiary of Bidco and share certificates in respect of the Sepura
Shares will cease to be valid and should be destroyed. In addition,
entitlements to Sepura Shares held within the CREST system will be
cancelled on the Effective Date.
As soon as practicable after the Effective Date, it is intended
that Sepura will be re-registered as a private limited company
under the relevant provisions of the Companies Act.
16. Disclosure of interests in Sepura
As at the close of business on 15 December 2016, being the last
Business Day prior to this Announcement, save for the irrevocable
undertakings and letter of intent referred to in paragraph 7
(Irrevocable undertakings and letter of intent) above, none of
Bidco or any director of Bidco or, so far as Bidco is aware, any
person acting, or deemed to be acting, in concert with Bidco:
a) had an interest in, or right to subscribe for, relevant securities of Sepura;
b) had any short position in (whether conditional or absolute
and whether in the money or otherwise), including any short
position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery of, relevant securities of Sepura;
c) had procured an irrevocable commitment or letter of intent to
accept the terms of the Acquisition in respect of relevant
securities of Sepura; or
d) had borrowed or lent any Sepura Shares.
Furthermore, save for the irrevocable undertakings and letter of
intent described in paragraph 7 (Irrevocable undertakings and
letter of intent) above, no arrangement exists between Bidco or
Sepura or a person acting in concert with Bidco or Sepura in
relation to Sepura Shares. For these purposes, an "arrangement"
includes any indemnity or option arrangement, any agreement or any
understanding, formal or informal, of whatever nature, relating to
Sepura Shares which may be an inducement to deal or refrain from
dealing in such securities.
17. General
The Acquisition will be subject to the Conditions and certain
further terms set out in Appendix I and to the full terms and
conditions which will be set out in the Scheme Document. The Scheme
Document, along with the notice of the Court Meeting and the
General Meeting and the Forms of Proxy will be despatched to Sepura
Shareholders within 28 days of the date of this Announcement,
unless Hytera and Sepura otherwise agree, and the Takeover Panel
consents, to a later date.
In deciding whether or not to vote or procure votes in favour of
the Scheme at the Court Meeting and the Resolutions to be proposed
at the General Meeting, Sepura Shareholders should rely on the
information contained, and follow the procedures described, in the
Scheme Document.
Smith Square Partners and Lazard have each given and not
withdrawn their consent to the inclusion in this Announcement of
the references to their names in the form and context in which they
appear.
Appendix II contains details of sources of information and bases
of calculation contained in this Announcement. Appendix III
contains certain details relating to the irrevocable undertakings
and letter of intent referred to in this Announcement. Appendix IV
contains definitions of certain terms used in this
Announcement.
18. Documents on display
Copies of this Announcement and the following documents will, by
no later than 12 noon on the Business Day following the date of
this Announcement, be made available on Hytera's website at
www.hytera.com and Sepura's website at www.sepura.com until the end
of the Offer Period:
-- the Confidentiality Agreement;
-- the irrevocable undertakings and letter of intent referred to
in paragraph 7 (Irrevocable undertakings and letter of intent)
above and described in Appendix III to this Announcement; and
-- the guarantee from the Bank of China referred to in paragraph 11 (Financing) above.
Enquiries:
Hytera
Nuo Xu (Chief Investment Officer) Tel: +86 755 2697
Zhiyong Tian (Securities Affairs 2999
Representative)
Smith Square Partners (Financial
adviser to Hytera and Bidco)
Jonathan Coddington Tel: +44 (0) 20 3696
Jade Jack 7260
Sepura
David Barrass (Interim Chief Tel: +44 (0) 1223
Executive Officer) 876 000
Richard Smith (Chief Financial
Officer)
Peter Connor (Investor Relations)
Lazard (Financial adviser
to Sepura)
Cyrus Kapadia Tel: +44 (0) 20 7187
Nicholas Page 2000
Liberum (Corporate broker
to Sepura)
Steve Pearce Tel: +44 (0) 20 3100
2224
Instinctif Partners (Public
relations adviser to Sepura)
Adrian Duffield Tel: +44 (0) 20 7457
Kay Larsen 2020
Chantal Woolcock
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.
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.
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 will contain 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 once it has been despatched.
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
forward-looking 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.
Right to switch to a Takeover Offer
Hytera reserves the right to elect, with the consent of the
Takeover Panel, to implement the Acquisition by way of a Takeover
Offer for the entire issued and to be issued ordinary share capital
of Sepura as an alternative to the Scheme. In such an event, the
Takeover Offer will be implemented on the same terms or, if Hytera
so decides, on such other terms being no less favourable (subject
to appropriate amendments), so far as applicable, as those which
would apply to the Scheme and subject to the amendment referred to
in Appendix I to this Announcement.
Publication on website 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 Hytera's website at
www.hytera.com and Sepura's website at www.sepura.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 Smith Square Partners on +44 (0) 20 3696 7260 or Lazard
on +44 (0) 20 7187 2000. 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.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
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.
APPIX I
CONDITIONS OF THE ACQUISITION AND CERTAIN FURTHER TERMS
Part A: Conditions of the Scheme and the Acquisition
The Acquisition is conditional upon the Scheme becoming
unconditional and effective, subject to the Code, by not later than
the Long Stop Date:
1. The Scheme shall be subject to the following conditions:
(a) its approval by a majority in number of the Sepura
Shareholders who are on the register of members of Sepura at the
Voting Record Time and who are present and vote, whether in person
or by proxy, at the Court Meeting (and at any separate class
meeting which may be required by the Court) and who represent 75
per cent. in value of the Sepura Shares voted by those Sepura
Shareholders on or before the 22nd day after the expected date of
the Court Meeting to be set out in the Scheme Document (or such
later date, if any, as Bidco, Hytera and Sepura may agree and the
Court may allow);
(b) the passing of the Resolutions by the requisite majority at
the General Meeting to be held on or before the 22nd day after the
expected date of the General Meeting to be set out in the Scheme
Document (or such later date, if any, as Hytera and Sepura may
agree and the Court may allow);
(c) the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms
acceptable to Hytera and Sepura) on or before the 22nd day after
the expected date of the Court Hearing to be set out in the Scheme
Document (or such later date, if any, as Hytera and Sepura may
agree and the Court may allow);
(d) delivery of a copy of the Court Order to the Registrar of Companies; and
(e) the approval of the Acquisition by a simple majority of the
shareholders of Hytera at a general meeting. Hytera's Chairman, Mr
Chen Qingzhou has irrevocably committed to vote in favour of the
Acquisition in respect of his entire shareholding which represents
52 per cent. of Hytera's issued share capital.
2. In addition, subject as stated in Part B below and to the
requirements of the Takeover Panel, the Acquisition shall be
conditional upon the following Conditions and, accordingly, the
Court Order shall not be delivered to the Registrar of Companies
unless such Conditions (as amended, if appropriate) have been
satisfied (and continue to be satisfied pending the commencement of
the Court Hearing) or, where relevant, waived in writing prior to
the Scheme being sanctioned by the Court:
Regulatory Clearances
(a) PRC Regulatory Clearances:
(i) the issuance of a notice from the Development & Reform
Commission of Shenzhen Municipality in respect of the filing notice
made in connection with the Acquisition;
(ii) the issuance of a record filing notice from the Economy,
Trade and Information Commission of Shenzhen Municipality in
respect of the Acquisition; and
(iii) the approval for the remittance of foreign exchange out of
China from the State Administration of Foreign Exchange of China in
respect of the Acquisition;
(b) in so far as the Acquisition is required to be notified
under the Spanish merger control regime, the National Markets and
Competition Commission (Comisión Nacional de los mercados y la
competencia) having approved the Acquisition either without
conditions or subject to conditions all of which are reasonably
satisfactory to Hytera or the Acquisition being deemed to have been
approved due to the expiry of the relevant waiting periods under
the Spanish Act Competition Act 15/2007 on the Defence of
Competition (the "Spanish Condition");
(c) in so far as the Acquisition is required to be notified
under the German merger control regime, the German Bundeskartellamt
deciding that the prohibition criteria in German Act against
Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen)
are not satisfied, or being deemed to have made such a
decision;
(d) in relation to the United Kingdom, in the event that the
Competition and Markets Authority (the "CMA") commences an
own-initiative investigation by way of an enquiry letter, it being
established, in terms reasonably satisfactory to Hytera, that
neither the CMA nor the Secretary of State intends to refer the
Acquisition for a CMA Phase 2 Reference;
(e) no Third Party having decided, threatened or given notice of
a decision to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference (and in each
case, not having withdrawn the same), or having required any action
to be taken or otherwise having done anything, or having enacted,
made or proposed any statute, regulation, decision, order or change
to published practice (and in each case, not having withdrawn the
same) and there not continuing to be outstanding any statute,
regulation, decision or order which would or might reasonably be
expected to (in any case to an extent or in a manner which is
material in the context of the Acquisition, the Wider Sepura Group
or the Wider Hytera Group, as the case may be, in each case, taken
as a whole):
(i) require, prevent or materially delay the divestiture or
materially alter the terms envisaged for such divestiture by any
member of the Wider Hytera Group or by any member of the Wider
Sepura Group of all or any part of their respective businesses,
assets, property or any shares or other securities (or the
equivalent) in any member of the Wider Sepura Group or any member
of the Wider Hytera Group or impose any limitation on the ability
of all or any of them to conduct their respective businesses (or
any part thereof) or to own, control or manage any of their
respective assets or properties (or any part thereof);
(ii) except pursuant to Chapter 3 of Part 28 of the Companies
Act in the event that Hytera elects to implement the Acquisition by
way of a Takeover Offer, require any member of the Wider Hytera
Group or the Wider Sepura Group to acquire or offer to acquire any
shares, other securities (or the equivalent) or interest in any
member of the Wider Sepura Group or any asset owned by any Third
Party (other than in connection with the implementation of the
Acquisition);
(iii) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Hytera Group,
directly or indirectly, to acquire, hold or exercise effectively
all or any rights of ownership in respect of shares or loans or
securities convertible into shares or other securities (or the
equivalent) in Sepura or on the ability of any member of the Wider
Sepura Group or any member of the Wider Hytera Group, directly or
indirectly, to hold or exercise effectively all or any rights of
ownership in respect of shares or loans or any other securities (or
the equivalent) in, or to exercise voting or management control
over, any other member of the Wider Sepura Group;
(iv) except as Disclosed, result in any member of the Wider
Sepura Group or any member of the Wider Hytera Group ceasing to be
able to carry on business under any names under which it currently
carries on business;
(v) make the Acquisition, its implementation or the acquisition
or proposed acquisition of any shares or other securities in, or
control or management of, Sepura by any member of the Wider Hytera
Group void, unenforceable and/or illegal under the laws of any
relevant jurisdiction, or otherwise, directly or indirectly,
prevent or prohibit, restrict, restrain or delay or otherwise
interfere with the implementation of, or impose additional
conditions or obligations with respect to, or otherwise challenge,
impede, interfere or require material amendment to the terms of the
Acquisition or the acquisition or proposed acquisition of any
shares or other securities in, or control or management of, Sepura
by any member of the Wider Hytera Group;
(vi) impose any material limitation on, or result in material
delay in, the ability of any member of the Wider Hytera Group or
any member of the Wider Sepura Group to conduct, integrate or
co-ordinate all or any part of its business with all or any part of
the business of any other member of the Wider Hytera Group and/or
the Wider Sepura Group;
(vii) require any member of the Wider Sepura Group to
relinquish, terminate or amend in any material way any material
contract to which any member of the Wider Sepura Group or the Wider
Hytera Group is a party;
(viii) result in any member of the Wider Sepura Group or any
member of the Wider Hytera Group ceasing to be able to carry on
business under any name under which it currently does so in any
jurisdiction;
(ix) require any member of the Wider Hytera Group or any member
of the Wider Sepura Group or any of their respective affiliates to:
(A) invest, contribute or loan any capital or assets to; or (B)
guarantee or pledge capital assets for the benefit of any member of
the Combined Group, which in each such case or together is material
and adverse in the context of the Combined Group or in the context
of the Acquisition;
(x) otherwise materially adversely affect all or any of the
business, assets, liabilities, profits, financial or trading
position or prospects of any member of the Wider Sepura Group or
any member of the Wider Hytera Group; or
(xi) and all applicable waiting and other time periods
(including any extensions thereof) during which any such Third
Party could decide to take, institute, implement or threaten any
such action, proceeding, suit, investigation, enquiry or reference
or take any other step under the laws of any jurisdiction in
respect of the Acquisition or the acquisition or proposed
acquisition of any Sepura Shares or other securities in, or control
or management of, Sepura or otherwise intervene having expired,
lapsed or been terminated;
Other regulatory approvals
(f) each Governmental Entity, which regulates or licences any
member of the Sepura Group or any other body corporate in which any
member of the Sepura Group has an interest in shares, and whose
prior approval, consent or non-objection to any change in control,
or acquisition of (or increase in) control in respect of that or
any other member of the Sepura Group is required, or any
Governmental Entity, whose prior approval, consent or non-objection
of the Acquisition is otherwise required, or from whom one or more
material licences or permissions are required in order to complete
the Acquisition, having given its approval, non-objection or
legitimate deemed consent or consent in writing thereto and, as the
case may be, having granted such licences and permissions (in each
case where required and on terms reasonably satisfactory to
Hytera), and in each case the impact of which would materially
adversely affect the Wider Sepura Group or the Wider Hytera Group,
taken as a whole;
Notifications, waiting periods and authorisations
(g) all notifications, filings or applications which are
necessary or considered appropriate or desirable by Hytera having
been made in connection with the Acquisition and all necessary
waiting and other time periods (including any extensions thereof)
under any applicable legislation or regulation of any jurisdiction
having expired, lapsed or been terminated (as appropriate) and all
statutory and regulatory obligations in any jurisdiction having
been complied with, in each case, in respect of the Scheme and the
Acquisition and all Authorisations deemed reasonably necessary or
appropriate by Hytera in any jurisdiction for or in respect of the
Acquisition and, except pursuant to Chapter 3 of Part 28 of the
Companies Act, the Acquisition or the proposed acquisition of any
shares or other securities in, or control or management of, Sepura
or any other member of the Wider Sepura Group by any member of the
Wider Hytera Group having been obtained in terms and in a form
reasonably satisfactory to Hytera from all appropriate Third
Parties or (without prejudice to the generality of the foregoing)
from any person or bodies with whom any member of the Wider Sepura
Group or the Wider Hytera Group has entered into contractual
arrangements and all such Authorisations necessary, appropriate or
desirable to carry on the business of any member of the Wider
Sepura Group in any jurisdiction having been obtained and all such
Authorisations remaining in full force and effect at the time at
which the Acquisition becomes otherwise wholly unconditional and
there being no notice or intimation of an intention to revoke,
suspend, restrict, modify or not to renew such
Authorisations;
Sepura Shareholder resolution
(h) except with the consent or the agreement of Hytera, no
resolution of Sepura Shareholders in relation to any acquisition or
disposal of assets or shares (or the equivalent thereof) in any
undertaking or undertakings (or in relation to any merger,
demerger, consolidation, reconstruction, amalgamation or scheme)
being passed at a meeting of Sepura Shareholders other than in
relation to the Acquisition or the Scheme and, other than with the
consent or the agreement of Hytera, no member of the Wider Sepura
Group having taken (or agreed or proposed to take) any action that
requires, or would require, the consent of the Takeover Panel or
the approval of Sepura Shareholders in accordance with, or as
contemplated by, Rule 21.1 of the Code;
Certain matters arising as a result of any arrangement,
agreement, etc.
(i) except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other
instrument to which any member of the Wider Sepura Group is a party
or by or to which any such member or any of its assets is or may be
bound, entitled or subject, or any event or circumstance which, as
a consequence of the Acquisition or the acquisition or the proposed
acquisition by any member of the Wider Hytera Group of any shares
or other securities (or the equivalent) in Sepura or because of a
change in the control or management of any member of the Wider
Sepura Group or otherwise, would or might reasonably be expected to
result in (in each case to an extent or in a manner which is
material in the context of the Wider Sepura Group or the Wider
Hytera Group, as the case may be, in each case, taken as a
whole):
(i) any monies borrowed by, or any other indebtedness or
liabilities, actual or contingent, of, or any grant available to,
any such member being or becoming repayable, or capable of being
declared repayable, immediately or prior to its or their stated
maturity date or repayment date, or the ability of any such member
to borrow monies or incur any indebtedness being withdrawn or
inhibited or being capable of becoming or being withdrawn or
inhibited;
(ii) the creation, save in the ordinary and usual course of
business, or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or
assets of such member or any such mortgage, charge or other
security interest (whenever created, arising or having arisen)
becoming enforceable;
(iii) any such arrangement, agreement, lease, licence,
franchise, permit or other instrument or the rights, liabilities,
obligations or interests of any such member in or with any other
person (or any arrangement or arrangements relating to any such
interests or business) being adversely modified or adversely
affected or any obligation or liability arising or any adverse
action being, or becoming capable of being terminated taken or
arising thereunder;
(iv) any liability of any such member to make any severance,
termination, bonus or other payment to any of its directors or
other officers;
(v) the rights, liabilities, obligations, interests or business
of any such member or any member of the Wider Sepura Group under
any such arrangement, agreement, licence, permit, lease or
instrument or the interests or business of any such member or any
member of the Wider Sepura Group in or with any other person or
body or firm or company (or any arrangement relating to any such
interests or business) being or becoming capable of being
terminated, or adversely modified or affected or any onerous
obligation or liability arising or any adverse action being taken
thereunder;
(vi) any such member ceasing to be able to carry on business
under any name under which it presently carries on business;
(vii) the financial or trading position or prospects of, any
such member being prejudiced or adversely affected; or
(viii) the creation or acceleration of any liability (actual or
contingent) by any such member other than trade creditors or other
liabilities incurred in the ordinary course of business,
(ix) and no event having occurred which, under any provision of
any arrangement, agreement, licence, permit, franchise, lease or
other instrument to which any member of the Wider Sepura Group is a
party or by or to which any such member or any of its assets are
bound, entitled or subject, would or might result in any of the
events or circumstances as are referred to in Conditions (i)(i) to
(viii) above;
Certain events occurring since 1 April 2016
(j) except as Disclosed, no member of the Wider Sepura Group having since 1 April 2016:
(i) issued or agreed to issue or authorised or proposed or
announced its intention to authorise or propose the issue, of
additional shares of any class, or securities or securities
convertible into, or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares, securities or
convertible securities or transferred or sold or agreed to transfer
or sell or authorised or proposed the transfer or sale of Sepura
Shares out of treasury (except, where relevant, as between Sepura
and wholly-owned subsidiaries of Sepura or between the wholly-owned
subsidiaries of Sepura and except for the issue or transfer out of
treasury of Sepura Shares on the exercise of employee share options
or vesting of employee share awards in the ordinary course under
the Sepura Share Schemes);
(ii) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend or other
distribution (whether payable in cash or otherwise) other than
dividends (or other distributions whether payable in cash or
otherwise) lawfully paid or made by any wholly-owned subsidiary of
Sepura to Sepura or any of its wholly-owned subsidiaries;
(iii) other than pursuant to the Acquisition (and except for
transactions between Sepura and its wholly-owned subsidiaries or
between the wholly-owned subsidiaries of Sepura and transactions in
the ordinary course of business) implemented, effected, authorised
or proposed or announced its intention to implement, effect,
authorise or propose any merger, demerger, reconstruction,
amalgamation, scheme, commitment or acquisition or disposal of
assets or shares or loan capital (or the equivalent thereof) in any
undertaking or undertakings in any such case to an extent which is
material in the context of the Wider Sepura Group taken as a whole
or in the context of the Acquisition;
(iv) except for transactions between Sepura and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of Sepura and
transactions in the ordinary course of business, disposed of, or
transferred, mortgaged or created any security interest over any
material asset or any right, title or interest in any material
asset or authorised, proposed or announced any intention to do
so;
(v) except for transactions between Sepura and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of Sepura
issued, authorised or proposed or announced an intention to
authorise or propose, the issue of or made any change in or to the
terms of any debentures or become subject to any contingent
liability or incurred or increased any indebtedness which in any
such case is material in the context of the Wider Sepura Group
taken as a whole or in the context of the Acquisition;
(vi) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any material contract,
arrangement, agreement, transaction or commitment (whether in
respect of capital expenditure or otherwise) except in the ordinary
course of business which is of a long term, unusual or onerous
nature or magnitude or which is or which involves or could involve
an obligation of a nature or magnitude;
(vii) entered into or varied the terms of, or made any offer
(which remains open for acceptance) to enter into or vary to a
material extent the terms of any contract, service agreement,
commitment or arrangement with any director or senior executive of
any member of the Wider Sepura Group, otherwise than in the
ordinary course of business;
(viii) proposed, agreed to provide or modified the terms of any
share option scheme, incentive scheme or other benefit relating to
the employment or termination of employment of any employee of the
Wider Sepura Group, otherwise than in the ordinary course of
business;
(ix) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or made any other change to any part of its share
capital (except, in each case, where relevant, as between Sepura
and wholly-owned subsidiaries of Sepura or between the wholly-owned
subsidiaries of Sepura and except for the issue or transfer out of
treasury of Sepura Shares on the exercise of employee share options
or vesting of employee share awards under the Sepura Share Schemes
as Disclosed);
(x) waived, compromised or settled any claim which is material
in the context of the Wider Sepura Group as a whole or in the
context of the Acquisition;
(xi) terminated or varied the terms of any agreement or
arrangement between any member of the Wider Sepura Group and any
other person in a manner which would or might have a material
adverse effect on the financial position of the Wider Sepura Group
taken as a whole;
(xii) save as required in connection with the Acquisition, made
any material alteration to its memorandum, articles of association
or other incorporation documents or any material alteration to the
memorandum, articles of association or other incorporation
documents of any other member of the Wider Sepura Group;
(xiii) made or agreed or consented to any significant change to:
(A) the terms of the trust deeds and rules constituting the
pension scheme(s) established by any member of the Wider Sepura
Group for its directors, employees or their dependants;
(B) the contributions payable to any such scheme(s) or to the
benefits which accrue, or to the pensions which are payable,
thereunder;
(C) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or
determined; or
(D) the basis upon which the liabilities (including pensions) of
such pension schemes are funded, valued, made, agreed or consented
to,
to an extent which is in any such case material in the context
of the Wider Sepura Group taken as a whole or in the context of the
Acquisition;
(xiv) except as Disclosed, been unable, or admitted in writing
that it is unable, to pay its debts or commenced negotiations with
one or more of its creditors with a view to rescheduling or
restructuring any of its indebtedness, or having stopped or
suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a
substantial part of its business which is material in the context
of the Wider Sepura Group taken as a whole;
(xv) (other than in respect of a member of the Wider Sepura
Group which is dormant and was solvent at the relevant time) taken
or proposed any steps, corporate action or had any legal
proceedings instituted or threatened against it in relation to the
suspension of payments, a moratorium of any indebtedness, its
winding-up (voluntary or otherwise), dissolution, reorganisation or
for the appointment of a receiver, administrator, manager,
administrative receiver, trustee or similar officer of all or any
material part of its assets or revenues or any analogous or
equivalent steps or proceedings in any jurisdiction or appointed
any analogous person in any jurisdiction or had any such person
appointed;
(xvi) (except for transactions between Sepura and its
wholly-owned subsidiaries or between the wholly-owned subsidiaries)
made, authorised, proposed or announced an intention to propose any
change in its loan capital;
(xvii) entered into, implemented or authorised the entry into,
any joint venture, asset or profit sharing arrangement, partnership
or merger of business or corporate entities, which in any such case
is material in the context of the Wider Sepura Group as a whole or
in the context of the Acquisition; or
(xviii) entered into any agreement, arrangement, commitment or
contract or passed any resolution or made any offer (which remains
open for acceptance) with respect to or announced an intention to,
or to propose to, effect any of the transactions, matters or events
referred to in this Condition (j);
No adverse change, litigation, regulatory enquiry or similar
(k) except as Disclosed, since 1 April 2016 there having been:
(i) no adverse change and no circumstance having arisen which
would reasonably be expected to result in any adverse change in,
the business, assets, liabilities, shareholders' equity, financial
or trading position or profits, operational performance or
prospects of any member of the Wider Sepura Group which is material
in the context of the Wider Sepura Group taken as a whole or in the
context of the Acquisition;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Wider Sepura
Group is or may become a party (whether as a claimant, defendant or
otherwise) having been threatened, announced, implemented or
instituted by or against or remaining outstanding against or in
respect of, any member of the Wider Sepura Group, in each case
which would reasonably be expected to have a material adverse
effect on the Wider Sepura Group taken as a whole or in the context
of the Acquisition;
(iii) no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member
of the Wider Sepura Group (or any person in respect of which any
such member has or may have responsibility or liability) having
been threatened, announced, implemented or instituted or remaining
outstanding by, against or in respect of any member of the Wider
Sepura Group, in each case, which would reasonably be expected to
have a material adverse effect on the Wider Sepura Group taken as a
whole or in the context of the Acquisition;
(iv) no contingent or other liability having arisen or become
apparent to Hytera or increased other than in the ordinary course
of business which is reasonably likely to affect adversely the
business, assets, financial or trading position or profits of any
member of the Wider Sepura Group to an extent which is material in
the context of the Wider Sepura Group taken as a whole or in the
context of the Acquisition; and
(v) no steps having been taken and no omissions having been made
which are likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of
the Wider Sepura Group which is necessary for the proper carrying
on of its business and the withdrawal, cancellation, termination or
modification of which would reasonably be expected to have a
material adverse effect on the Wider Sepura Group taken as a whole
or in the context of the Acquisition;
No discovery of certain matters regarding information and
liabilities, corruption and intellectual property
(l) except as Disclosed, Bidco or Hytera not having discovered that:
(i) any financial, business or other information concerning the
Wider Sepura Group announced publicly and delivered by or on behalf
of Sepura through a RIS prior to the date of this Announcement or
publicly disclosed to any member of the Wider Hytera Group by or on
behalf of any member of the Wider Sepura Group prior to the date of
this Announcement is misleading, contains a misrepresentation of
any fact, or omits to state a fact necessary to make that
information not misleading, in any such case which is material in
the context of the Wider Sepura Group taken as a whole or in the
context of the Acquisition;
(ii) any member of the Wider Sepura Group or any partnership,
company or other entity in which any member of the Wider Sepura
Group has a significant economic interest and which is not a
subsidiary undertaking of Sepura, otherwise than in the ordinary
course of business, is subject to any liability, contingent or
otherwise, and which is material in the context of the Wider Sepura
Group taken as a whole or in the context of the Acquisition;
(iii) any past or present member, director, officer or employee
of the Wider Sepura Group, or any other person for whom any such
person may be liable or responsible, has not complied with the OECD
Convention on Combating Bribery of Foreign Public Officials in
International Business Transactions and any laws implementing the
same, the UK Bribery Act 2010 and/or the US Foreign Corrupt
Practices Act of 1977;
(iv) any past or present member, director, officer or employee
of the Wider Sepura Group, or any other person for whom any such
person may be liable or responsible, has engaged in any business
with or made any investment in, or made any payments to: (A) any
government, entity or individual with which US or EU persons are
prohibited from engaging in activities or doing business by US or
EU laws or regulations, including the economic sanctions
administered by the United States Office of Foreign Assets Control,
or (B) any government, entity or individual targeted by any of the
economic sanctions of the United Nations or the European Union or
any of their respective member states;
(v) any asset of any member of the Wider Sepura Group
constitutes criminal property as defined by section 340(3) of the
Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that
definition); or
(vi) since 1 April 2016, no circumstance having arisen or event
having occurred in relation to any intellectual property owned,
used or licensed by the Wider Sepura Group or to any third parties,
including: (A) any member of the Wider Sepura Group losing its
title to any intellectual property or any intellectual property
owned by the Wider Sepura Group being revoked, cancelled or
declared invalid, (B) any agreement regarding the use of any
intellectual property licensed to or by any member of the Wider
Sepura Group being terminated or varied, or (C) any claim being
filed suggesting that any member of the Wider Sepura Group
infringed the intellectual property rights of a third party or any
member of the Wider Sepura Group being found to have infringed the
intellectual property rights of a third party, in each case which
is material in the context of the Wider Sepura Group taken as a
whole or in the context of the Acquisition.
Part B: Certain further terms of the Acquisition
1. Subject to the requirements of the Takeover Panel, Hytera
reserves the right in its sole discretion to waive (if capable of
waiver) in whole or part:
(i) any of the Conditions set out in the above Condition 1 of
Part A relating to the timing of the Court Meeting, the General
Meeting and the sanctioning of the Scheme. If any of the deadlines
for those events are not met, Hytera shall make an announcement by
8.00 a.m. on the Business Day following such deadline confirming
whether it has invoked or waived the relevant Condition or agreed
with Sepura to extend the deadline in relation to the relevant
Condition; and
(ii) all or any of the above Conditions 2(a) (Regulatory
Clearances) to (l) (No discovery of certain matters regarding
information and liabilities, corruption and intellectual property)
of Part A (inclusive).
2. Condition 1(e) (Hytera shareholder approval) must be
fulfilled by, and Conditions 2(a) (Regulatory Clearances) to (l)
(No discovery of certain matters regarding information and
liabilities, corruption and intellectual property) of Part A
(inclusive) must be fulfilled or waived by no later than 11:59 p.m.
on the date immediately preceding the date of the Court Hearing,
failing which the Scheme will lapse or, if the Acquisition is
implemented by way of a Takeover Offer, no later than as permitted
by the Takeover Panel. Hytera shall be under no obligation to waive
or treat as fulfilled any of the Conditions which are capable of
being waived by a date earlier than the latest date specified above
for the fulfilment or waiver thereof, notwithstanding that any such
Condition or other Conditions of the Scheme and the Acquisition may
at such earlier date have been waived or fulfilled and that there
are at such earlier date no circumstances indicating that any of
such Conditions may not be capable of fulfilment.
3. Under Rule 13.5 of the Code, Hytera may not invoke a
Condition so as to cause the Scheme not to proceed, or to lapse, or
so as to cause any Takeover Offer to lapse or be withdrawn, unless
the circumstances which give rise to the right to invoke the
Condition are of material significance to Hytera in the context of
the Acquisition. Condition 1 of Part A (and, if applicable, any
acceptance condition adopted on the basis specified in paragraph 5
below in relation to any Takeover Offer) are not subject to this
provision of the Code.
4. If Hytera is required by the Takeover Panel to make an offer
for Sepura Shares under the provisions of Rule 9 of the Code,
Hytera may make such alterations to the Conditions and certain
further terms of the Acquisition as are necessary to comply with
the provisions of that Rule.
5. Hytera reserves the right to elect (with the consent of the
Takeover Panel) to implement the Acquisition by making, directly or
indirectly through a subsidiary or nominee of Hytera, a Takeover
Offer as an alternative to the Scheme. In such event, the Takeover
Offer will be implemented on the same terms or, if Hytera so
decides, on such other terms being no less favourable, subject to
appropriate amendments, as far as applicable, as those which would
apply to the Scheme. The acceptance condition would be set at 90
per cent. of the shares to which such Takeover Offer relates (or
such lesser percentage, being more than 50 per cent., as Hytera may
decide with the consent of the Takeover Panel). Further, if
sufficient acceptances of the Takeover Offer are received and/or
sufficient Sepura Shares are otherwise acquired, it is the
intention of Hytera to apply the provisions of the Companies Act to
compulsorily acquire any outstanding Sepura Shares to which such
Takeover Offer relates.
6. The Acquisition will lapse (unless otherwise agreed with the Takeover Panel) if:
(i) in so far as the Acquisition or any matter arising from or
relating to the Scheme or Acquisition constitutes a concentration
with a Community dimension within the scope of the Regulation, the
European Commission either initiates proceedings under Article
6(1)(c) of the Regulation or makes a referral to a competent
authority of the United Kingdom under Article 9(1) of the
Regulation and there is then a CMA Phase 2 Reference; or
(ii) in so far as the Acquisition or any matter arising from the
Scheme or Acquisition does not constitute a concentration with a
Community dimension within the scope of the Regulation, the Scheme
or Acquisition or any matter arising from or relating to the
Acquisition becomes subject to a CMA Phase 2 Reference;
in each case, before the date of the Court Meeting.
7. Hytera reserves the right for any other member of the Hytera
Group from time to time to implement the Acquisition.
8. The Sepura Shares shall be acquired by Bidco with full title
guarantee, fully paid and free from all liens, equitable interests,
charges, encumbrances, rights of pre-emption and any other third
party rights and interests whatsoever and together with all rights
existing at the date of this Announcement or thereafter attaching
thereto, including (without limitation) the right to receive and
retain, in full, all dividends and other distributions (if any)
declared, made or paid or any other return of capital (whether by
way of reduction of share capital or share premium account or
otherwise) made on or after the date of this Announcement in
respect of the Sepura Shares.
9. The availability of the Acquisition to persons not resident
in the United Kingdom may be affected by the laws of relevant
jurisdictions. Therefore any persons who are subject to the laws of
any jurisdiction other than the United Kingdom and any Sepura
Shareholders who are not resident in the United Kingdom will need
to inform themselves about and observe any applicable
requirements.
10. Unless otherwise determined by Hytera or required by the
Code and permitted by applicable law and regulations, the
Acquisition is not being, and will not be, made, directly or
indirectly, in, into or by the use of the mails of, or by any other
means or instrumentality (including, but not limited to, facsimile,
email or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of, any Restricted
Jurisdiction and will not be capable of acceptance by any such use,
means, instrumentality or facility or from within any Restricted
Jurisdiction.
11. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other
Condition.
12. This Announcement and any rights or liabilities arising
hereunder, the Acquisition, the Scheme and the Forms of Proxy will
be governed by English law and will be subject to the jurisdiction
of the English courts. The Acquisition shall be subject to the
applicable requirements of the Code, the Takeover Panel, the London
Stock Exchange and the FCA.
APPIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement:
(i) Unless otherwise stated, financial information relating to
Sepura has been extracted from the audited consolidated financial
statements of Sepura for the financial year ended 1 April 2016 or
Sepura's unaudited half-year report for the six months ended 30
September 2016.
(ii) Unless otherwise stated, financial information relating to
Hytera has been extracted from the audited consolidated financial
statements of Hytera for the financial year ended 31 December 2015
or Hytera's unaudited third quarter results for the nine months
ended 30 September 2016.
(iii) The value of the Acquisition is based upon the following:
(i) 370,082,470 Sepura Shares in issue (excluding 815,707 Sepura
Shares held in treasury) on 15 December 2016 (being the last
Business Day prior to this Announcement);
(ii) up to 1,155,000 Sepura Shares will be either transferred
out of treasury or newly issued to satisfy certain rights
outstanding under the Sepura Long-term Incentive Plan;
(iii) a cash cancellation proposal will be offered to satisfy
rights outstanding over 198,756 Sepura Shares under the Sepura plc
Deferred Bonus Plan;
(iv) no options will be exercised under the Sepura Sharesave
Plan because the Acquisition Price is lower than the applicable
exercise price; and
(v) all other rights outstanding under the Sepura Long-term
Incentive Plan will lapse because the relevant performance
conditions have not been met.
(iv) Chinese Renminbi has been translated to GBP sterling at a rate of 0.1156.
(v) Unless otherwise stated, all prices for Sepura Shares are
the Closing Price for the relevant date.
(vi) The Closing Prices of Sepura Shares are taken from the Daily Official List.
APPIX III
DETAILS OF IRREVOCABLE UNDERTAKINGS and letter of intent
Hytera has received irrevocable undertakings and a letter of
intent to accept the Acquisition Price in respect of a total of
140,549,034 Sepura Shares (representing, in aggregate,
approximately 37.98 per cent. of Sepura's Shares in issue on 15
December 2016 (being the last Business Day prior to this
Announcement)), comprised as follows:
Sepura Directors' (and certain of their immediate family
members) irrevocable undertakings
Per cent. of Sepura
Number of Sepura Shares
Name Shares in issue
--------------- ----------------- --------------------
Sion Kearsey 10,433,657 2.82%
Nigel Smith 28,444 0.01%
Gordon Stuart 21,333 0.01%
Total 10,483,434 2.83%
The irrevocable undertakings from the Sepura Directors will only
cease to be binding if:
-- the Scheme Document is not sent to Sepura Shareholders within
28 days (or such longer period as Hytera and Sepura may agree with
the consent of the Takeover Panel) after the date of this
Announcement;
-- the Scheme or a Takeover Offer announced in implementation of
the Acquisition has not become Effective or been declared
unconditional in all respects in accordance with the requirements
of the Code (as the case may be) prior to the Long Stop Date;
or
-- the Scheme or a Takeover Offer (as the case may be) has
lapsed or been withdrawn in accordance with its terms (for the
avoidance of doubt, this shall not apply where the Scheme lapses or
is withdrawn solely as a result of Hytera exercising its right to
implement the Acquisition by way of a Takeover Offer rather than a
Scheme) and no new, revised or replacement Scheme or Takeover Offer
has been announced by Bidco or its affiliates in accordance with
Rule 2.7 of the Code at the same time.
Other Sepura Shareholders' irrevocable undertakings
Per cent. of Sepura
Number of Sepura Shares
Name Shares in issue
------------------------- ----------------- --------------------
Liontrust Fund Partners
LLP 42,755,220 11.55%
Miton Asset Management
Limited 23,058,946 6.23%
Skandinaviska Enskilda
Banken, Danmark 27,827,819 7.52%
Total 93,641,985 25.30%
The irrevocable undertakings from the other Sepura Shareholders
will only cease to be binding if:
-- the Scheme Document is not sent to Sepura Shareholders within
28 days (or such longer period as Hytera and Sepura may agree with
the consent of the Takeover Panel) after the date of this
Announcement;
-- the Scheme or a Takeover Offer announced in implementation of
the Acquisition has not become Effective or been declared
unconditional in all respects in accordance with the requirements
of the Code (as the case may be) prior to the Long Stop Date;
-- the Scheme or a Takeover Offer (as the case may be) has
lapsed or been withdrawn in accordance with its terms (for the
avoidance of doubt, this shall not apply where the Scheme lapses or
is withdrawn solely as a result of Hytera exercising its right to
implement the Acquisition by way of Takeover Offer rather than a
Scheme) and no new, revised or replacement Scheme or Takeover Offer
has been announced by Bidco or its affiliates in accordance with
Rule 2.7 of the Code at the same time; or
-- in the case of Liontrust Fund Partners LLP, Miton Asset
Management Limited and Skandinaviska Enskilda Banken, a third party
makes a competing offer at a value which (in Hytera's reasonable
opinion on the advice of Smith Square Partners, or, in the case of
Liontrust Fund Partners LLP, in the board of Sepura's reasonable
opinion) exceeds the value of the cash consideration per Sepura
Share under the Acquisition by 15 per cent. or more per Sepura
Share (provided that, if no later than 5.00 p.m. on the fifth
Business Day after the day on which the third party's offer is
made, the cash consideration per Sepura Share under the Acquisition
is increased such that its value (in Hytera's reasonable opinion on
the advice of Smith Square Partners, or, in the case of Liontrust
Fund Partners LLP, in the board of Sepura's reasonable opinion) is
equal to or exceeds the third party's offer, these deeds shall not
lapse and all obligations under them shall remain in full force and
effect).
Letter of intent
Per cent. of Sepura
Number of Sepura shares
Name shares in issue
-------------------------- ----------------- --------------------
Alphagen Capital Limited 36,423,615 9.84%
Total 36,423,615 9.84%
Hytera Shareholder irrevocable undertaking
Sepura has received an irrevocable undertaking from the Chairman
of Hytera, Mr Chen Qingzhou, who is a 52.00 per cent. shareholder
in Hytera and thus the majority voting rights holder, to vote in
favour of the Acquisition at the Hytera general meeting pertaining
to the Acquisition.
Per cent. of Hytera
Number of Hytera shares
Name shares in issue
------------------ ----------------- --------------------
Mr Chen Qingzhou 898,838,050 52.00%
Total 898,838,050 52.00%
APPIX IV
DEFINITIONS
In this Announcement, the following words and expressions have
the following meanings, unless the context requires otherwise:
Acquisition the recommended offer to be made by Bidco to acquire the entire issued and to be issued
ordinary
share capital of Sepura to be effected by means of the Scheme (or, if Hytera so elects
and
subject to the Takeover Panel's consent, a Takeover Offer) on the terms and subject to
the
conditions set out in the Scheme Document;
Acquisition Price 20 pence per Scheme Share;
Announcement this announcement of the Acquisition made in accordance with Rule 2.7 of the Code;
Authorisations authorisations, orders, recognitions, grants, consents, clearances, confirmations,
certificates,
licences, permissions, determinations, exemptions or approvals;
Bank of China Bank of China Limited acting through its London Branch, situated at 1 Lothbury, London
EC2R
7DB;
Bidco Project Shortway Limited, a company incorporated in England and Wales with company
number
10515575;
Business Day a day, other than a Saturday, Sunday, public holiday or bank holiday, on which banks
are generally
open for normal business in the City of London and Shenzhen;
Closing Price the closing middle market quotation for a Sepura Share as derived from the Daily
Official
List on that day;
CMA the independent body which conducts inquiries into mergers, markets and the regulation
of
the major regulated industries in the United Kingdom (or any successor body or bodies
carrying
out the same functions in the United Kingdom from time to time);
CMA Phase 2 Reference a reference of the Acquisition to the chair of the Competition and Markets Authority
for the
constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act
2013;
Code the City Code on Takeovers and Mergers;
Combined Group the enlarged group following the acquisition, comprising the Hytera Group and the
Sepura Group;
Community the European Community;
Companies Act the United Kingdom Companies Act 2006;
Conditions the conditions to the implementation of the Scheme and the Acquisition, which are set
out
in Appendix I to this Announcement and to be set out in the Scheme Document;
Confidentiality Agreement the confidentiality agreement entered into by Hytera and Sepura on 11 October 2016;
Court the High Court of Justice, Chancery Division (Companies Court) in England and Wales;
Court Hearing the hearing by the Court to sanction the Scheme and, if such hearing is adjourned,
references
to the commencement of any such hearing shall mean the commencement of the final
adjournment
thereof;
Court Meeting the meeting (or any adjournment, postponement or reconvention thereof) of the holders
of Scheme
Shares (or the relevant class or classes thereof) to be convened by order of the Court
pursuant
to section 896 of the Companies Act to consider and, if thought fit, approve the Scheme
(with
or without modification);
Court Order the order of the Court sanctioning the Scheme under Part 26 of the Companies Act;
CREST the relevant system (as defined in the Regulations) in respect of which Euroclear UK &
Ireland
Limited is the Operator (as defined in the Regulations);
Daily Official List the Daily Official List of the London Stock Exchange;
Dealing Disclosure has the same meaning as in Rule 8 of the Code;
Disclosed (i) matters fairly disclosed in the information made available to Hytera (or Hytera's
advisers)
in the data room established by Sepura for the purposes of the Acquisition; (ii)
information
fairly disclosed in writing by or on behalf of Sepura to Hytera prior to the date of
this
Announcement in relation to the Acquisition; (iii) information included in the annual
report
and accounts of the Sepura Group for the financial year ended 1 April 2016; (iv)
information
included in Sepura's half-year report for the six months ended 30 September 2016; (v)
information
disclosed in a public announcement to a RIS made by Sepura prior to the date of this
Announcement;
or (vi) disclosed in this Announcement;
Disclosure Table the disclosure table on the Takeover Panel's website at www.thetakeoverpanel.org.uk;
Effective in the context of the Acquisition: (a) if the Acquisition is implemented by way of a
Scheme,
the Scheme having become effective in accordance with its terms, upon the delivery of
the
Court Order to the Registrar of Companies; or (b) if the Acquisition is implemented by
way
of a Takeover Offer, the Takeover Offer having been declared or become unconditional in
all
respects in accordance with the requirements of the Code;
Effective Date the date upon which: (a) the Scheme becomes Effective; or (b) if Hytera elects and the
Takeover
Panel consents to implement the Acquisition by way of a Takeover Offer, the Takeover
Offer
becomes Effective;
Excluded Shares (a) any Sepura Shares legally or beneficially held by any member of the Hytera Group;
or (b)
any Treasury Shares;
FCA the UK Financial Conduct Authority or its successor from time to time;
Forms of Proxy the forms of proxy for use at the Court Meeting and the General Meeting respectively,
which
will accompany the Scheme Document;
FSMA the Financial Services and Markets Act 2000, as amended;
General Meeting the general meeting (or any adjournment, postponement or reconvention thereof) of
Sepura Shareholders
to be convened in connection with the Scheme;
Governmental Entity any supranational, national, state, municipal, local or foreign government, any
instrumentality,
subdivision, court, arbitrator or arbitrator panel, regulatory or administrative agency
or
commission, or other authority thereof, or any regulatory or quasi-regulatory
organisation
or private body exercising any regulatory, taxing, importing or other governmental or
quasi-governmental
authority;
Hytera Hytera Communications Corporation Limited, a Chinese company listed on the Shenzhen
Stock
Exchange or, if the context so requires, its indirect wholly-owned subsidiary Bidco;
Hytera Directors the directors of Hytera from time to time;
Hytera Group Hytera and its subsidiaries and subsidiary undertakings;
ISIN International Securities Identification Number;
Lazard Lazard & Co., Limited;
London Stock Exchange London Stock Exchange Plc;
Long Stop Date 30 June 2017 or such later date (if any) as Hytera and Sepura may, with the consent of
the
Takeover Panel, agree and (if required) the Court may allow;
Liberum Liberum Capital Limited, the corporate broker to Sepura in relation to the Acquisition;
Listing Rules the rules and regulations made by the UK Listing Authority under the Financial Services
and
Markets Act 2000 (as amended) and contained in the UK Listing Authority's publication
of the
same name, as amended from time to time;
Main Market the main market of the London Stock Exchange;
Official List the official list maintained by the FCA pursuant to Part VI of FSMA;
Offer Period the period which commenced on 4 November 2016 and ending on the date on which the
Acquisition
becomes Effective, lapses or is withdrawn (or such other date as the Takeover Panel may
decide);
PRC Regulatory Clearances means the Regulatory Clearances described in the Conditions set out in paragraph 2(a)
of Part
A of Appendix I of this Announcement;
Opening Position Disclosure has the same meaning as in Rule 8 of the Code;
Registrar of Companies the Registrar of Companies in England and Wales;
Regulations the Uncertificated Securities Regulations 2001 (SI 2001/3755);
Regulatory Clearances means the clearances set out in the Conditions set out in paragraphs 2(a) to 2(e) of
Part
A of Appendix I of this Announcement;
Resolutions the resolutions to be proposed by Sepura at the General Meeting in connection with,
amongst
other things, the approval of the Scheme, the amendment of Sepura's Articles and such
other
matters as may be necessary to implement the Scheme;
Restricted Jurisdiction any jurisdiction where local laws or regulations may result in a significant risk of
civil,
regulatory or criminal exposure if information concerning the Acquisition is sent or
made
available in that jurisdiction;
RIS a service approved by the London Stock Exchange for the distribution to the public of
announcements
and included within the list maintained on the London Stock Exchange's website;
RMB Chinese renminbi, the lawful currency of China;
Scheme the proposed scheme of arrangement under Part 26 of the Companies Act to effect the
Acquisition
between Sepura and the Scheme Shareholders (the full terms of which will be set out in
the
Scheme Document), with or subject to any modification, addition or condition which
Hytera
and Sepura may agree, and, if required, the Court may approve or impose;
Scheme Document the document to be despatched to (amongst others) Sepura Shareholders containing,
amongst
other things, the terms and conditions of the Scheme, the notices convening the Court
Meeting
and the General Meeting and the particulars required by section 897 of the Companies
Act;
Scheme Record Time the time and date to be specified in the Scheme Document, expected to be 6:00 p.m. on
the
Business Day immediately prior to the Effective Date;
Scheme Shareholders holders of Scheme Shares;
Scheme Shares the Sepura Shares:
(i) in issue at the date of the Scheme Document;
(ii) (if any) issued after the date of the Scheme Document and prior to the Voting
Record
Time; and
(iii) (if any) issued at or after the Voting Record Time but at or before the Scheme
Record
Time in respect of which the original or any subsequent holder thereof is bound by the
Scheme
or shall by such time have agreed in writing to be bound by the Scheme
in each case other than any Excluded Shares;
Sepura Sepura plc;
Sepura's Articles Sepura's Articles of Association currently adopted and filed with the Registrar of
Companies;
Sepura Directors the directors of Sepura from time to time, but excluding Gordon Watling, who has been
on extended
leave of absence since 12 September 2016 and has not participated in any board or
committee
meetings of the Sepura Directors (including in respect of the Acquisition or the
recommendation
referred to at paragraph 3 of this Announcement) since 27 July 2016;
Sepura Group Sepura and its subsidiaries and subsidiary undertakings;
Sepura Share Schemes the Sepura Sharesave Plan, the Sepura Long-term Incentive Plan and the Sepura plc
Deferred
Bonus Plan;
Sepura Shareholders the holders of Sepura Shares;
Sepura Shares ordinary shares of 0.05 pence each in the capital of Sepura;
Smith Square Partners Smith Square Partners LLP;
Substantial Interest in relation to an undertaking, a direct or indirect interest of 10 per cent. or more of
the
total voting rights conferred by the equity share capital (as defined in section 548 of
the
Companies Act) of such undertaking;
Takeover Offer should the Acquisition be implemented by way of a takeover offer as defined in Chapter
3 of
Part 28 of the Companies Act, the offer to be made by or on behalf of Hytera to acquire
the
entire issued and to be issued ordinary share capital of Sepura and, where the context
requires,
any subsequent revision, variation, extension or renewal of such offer;
Takeover Panel the UK Panel on Takeovers and Mergers;
Third Party each of a central bank, government or governmental, quasi-governmental, supranational,
statutory,
regulatory, professional or investigative body or authority (including any antitrust or
merger
control authority), court, trade agency, professional association, institution, works
council,
employee representative body or any other similar body or person whatsoever in any
jurisdiction;
Treasury Shares any Sepura Shares which are for the time being held by Sepura as treasury shares
(within the
meaning of the Companies Act);
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland;
United States or US the United States of America, its territories and possessions, all areas subject to its
jurisdiction
or any subdivision thereof, any state of the United States of America and the District
of
Columbia;
US Exchange Act the United States Securities Exchange Act of 1934 and the rules and regulations
promulgated
thereunder;
Voting Record Time the date and time specified in the Scheme Document by reference to which entitlements
to vote
on the Scheme will be determined, expected to be 6.00 pm on the day which is two days
before
the date of the Court Meeting or, if the Court Meeting is adjourned, 6.00 pm on the
second
day before the date of such adjourned meeting;
Wider Hytera Group Hytera, its subsidiary undertakings, associated undertakings and any other undertaking,
body
corporate, partnership, joint venture or person in which Hytera and/or such
undertakings (aggregating
their interests) have a direct or indirect Substantial Interest or the equivalent;
Wider Sepura Group Sepura, its subsidiary undertakings, associated undertakings and any other undertaking,
body
corporate, partnership, joint venture or person in which Sepura and/or such
undertakings (aggregating
their interests) have a direct or indirect Substantial Interest or the equivalent; and
GBP or pence pounds sterling or pence, the lawful currency of the UK.
In this Announcement:
(a) all times referred to are to London time unless otherwise stated;
(b) references to the singular include the plural and vice
versa, unless the context otherwise requires;
(c) "subsidiary", "subsidiary undertaking" and "undertaking"
have the meanings given by the Companies Act and "associated
undertaking" has the meaning given to it by paragraph 19 of
Schedule 6 of the Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008, other than paragraph 1(b)
thereof which shall be excluded for this purpose; and
(d) all references to statutory provision or law or to any order
or regulation shall be construed as a reference to that provision,
law, order or regulation as extended, modified, replaced or
re-enacted from time to time and all statutory instruments,
regulations and orders from time to time made thereunder or
deriving validity therefrom.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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(END) Dow Jones Newswires
December 16, 2016 02:22 ET (07:22 GMT)
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