TIDMSEPU
RNS Number : 4761T
Hytera Communications Corp. Ltd.
05 January 2017
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
5 January 2017
RECOMMENDED CASH OFFER
for
SEPURA PLC
by
Project Shortway Limited, an indirect wholly-owned subsidiary
of
HYTERA COMMUNICATIONS CORPORATION LIMITED
Offer update: Approval of Hytera shareholders
Further to the announcement by Sepura and Hytera on 16 December
2016 of a recommended cash offer to be made by Project Shortway
Limited for the entire issued and to be issued share capital of
Sepura (the "Rule 2.7 Announcement"), Sepura and Hytera are pleased
to announce that Hytera's shareholders have passed the necessary
ordinary resolutions to approve the Acquisition at an extraordinary
meeting of shareholders held on 5 January 2017 (the "Hytera
Shareholder Meeting").
An announcement regarding the results of the Hytera Shareholder
Meeting has also been released by Hytera on the Shenzhen Stock
Exchange.
The Acquisition remains subject to the Conditions and certain
further terms described in the Rule 2.7 Announcement which will be
set out in the Scheme Document currently expected to be despatched
to Sepura Shareholders (along with the notice of the Court Meeting
and the General Meeting and the Forms of Proxy) on 16 January
2017.
Unless stated otherwise, defined terms used in this announcement
have the meanings given in the Rule 2.7 Announcement.
Enquiries:
Smith Square Partners (Financial
adviser to Hytera and Bidco)
Jonathan Coddington Tel: +44 (0) 20 3696
Jade Jack 7260
Lazard (Financial adviser
to Sepura)
Cyrus Kapadia Tel: +44 (0) 20 7187
Nicholas Page 2000
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.
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.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPUVAVRBVAARAR
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