TIDMSEPU
RNS Number : 1899U
Sepura PLC
16 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
16 January 2017
RECOMMED CASH OFFER
for
SEPURA PLC
by
Project Shortway Limited, a 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
Posting of the Scheme Document
On 16 December 2016, the boards of Hytera Communications
Corporation Limited ("Hytera") and Sepura plc ("Sepura" or the
"Company") announced that they had reached agreement on the terms
of a recommended cash offer to be made by Project Shortway Limited
("Bidco") (a 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 (the "Scheme").
The board of Sepura announces that it is today posting to Sepura
Shareholders a circular in relation to the Acquisition (the "Scheme
Document"), together with the Forms of Proxy for the Court Meeting
and the General Meeting. The Scheme Document sets out, amongst
other things, the full terms and conditions of the Scheme, an
explanatory statement pursuant to section 897 of the Companies Act
2006, an expected timetable of principal events, notices of the
Court Meeting and General Meeting and details of the actions to be
taken by Sepura Shareholders. Sepura will also be posting details
of the proposals being made to participants in the Sepura Share
Schemes to such participants.
Capitalised terms used in this announcement shall, unless
otherwise defined, have the same meanings as set out in the Scheme
Document. Copies of this announcement and the Scheme Document will
be available (subject to certain restrictions relating to persons
in Restricted Jurisdictions) on Sepura's website at www.sepura.com
and Hytera's website at www.hytera.com up to and including the
Effective Date. The contents of Sepura's website are not
incorporated into, and do not form part of, this announcement.
Notices of the Court Meeting and General Meeting
As further detailed in the Scheme Document, to become Effective
the Scheme requires, amongst other things, that the required
majority of Scheme Shareholders vote in favour of the Scheme at the
Court Meeting and that the required majority of Sepura Shareholders
vote in favour of the Special Resolution to be proposed at the
General Meeting.
Notices of the Court Meeting and the General Meeting, each of
which will be held at the offices of Hogan Lovells International
LLP, Atlantic House, Holborn Viaduct, London EC1A 2FG, on 9
February 2017 are set out in the Scheme Document. The Court Meeting
will start at 10:00 a.m. (London Time) and the General Meeting at
10:15 a.m. (London Time) (or as soon thereafter as the Court
Meeting shall have been concluded or adjourned). Forms of Proxy for
use at such meetings are enclosed with the Scheme Document.
If the Scheme is approved by the Scheme Shareholders, the
Special Resolution is approved by Sepura Shareholders, the Court
sanctions the Scheme, all other Conditions to the Acquisition are
satisfied or (if capable of waiver) waived and the Scheme becomes
Effective in accordance with its terms, then, under the anticipated
timetable, it is expected that dealings in Sepura Shares will be
suspended at 5.00 p.m. on 17 February 2017, the Scheme will become
Effective on 20 February 2017 and the cancellation of the listing
of the Sepura Shares on the premium listing segment of the Official
List and the cancellation of trading of the Sepura Shares on the
London Stock Exchange's main market for listed securities will take
effect by 8.00 a.m. on 21 February 2017. Further details of the
expected timetable of principal events are set out below and in the
Scheme Document.
It is important that, for the Court Meeting in particular, as
many votes as possible are cast, so that the Court may be satisfied
that there is a fair and reasonable representation of the opinion
of Scheme Shareholders. Whether or not they intend to attend the
Court Meeting and/or the General Meeting, Sepura Shareholders are
strongly urged to complete, sign and return their Forms of Proxy
(once received), or deliver their voting instructions by one of the
other methods set out in the Scheme Document, as soon as
possible.
Timetable
The current expected timetable of principal events for the
implementation of the Scheme is set out in the Scheme Document and
repeated below.
Expected Timetable of Principal Events
The following indicative timetable sets out the expected dates
for implementation of the Acquisition.
All times shown are London times unless otherwise stated. All
dates and times are based on Sepura's current expectations and are
subject to change. If any of the dates and/or times in this
expected timetable change, the revised dates and/or times will be
notified to Sepura Shareholders by announcement through a
Regulatory Information Service.
Event Expected time/date
Latest time for receipt of Forms
of Proxy for:
Court Meeting (blue form) 10.00 a.m. on 7 February 2017(1)
General Meeting (yellow form) 10.15 a.m. on 7 February 2017(2)
Voting Record Time 6.30 p.m. on 7 February 2017(3)
Court Meeting 10.00 a.m. on 9 February 2017
General Meeting 10.15 a.m. on 9 February 2017(4)
The following dates are provided by way of indicative guidance
only. They are subject to change and will depend, among other
things, on the date on which the Conditions are satisfied or,
if capable of waiver, waived and on the dates on which the Regulatory
Clearances are satisfied or waived, the PRC Regulatory Clearances
are satisfied, the Court sanctions the Scheme and the Court
Order is delivered to the Registrar of Companies. Sepura will
give adequate notice of all of these dates, when known, by issuing
an announcement through a Regulatory Information Service. Further
updates or changes to other times or dates indicated below shall,
at Sepura's discretion, be notified in the same way.
Court Hearing 16 February 2017
Last day of dealings in and for 17 February 2017
the registration of transfers
of Sepura Shares
Suspension of dealings in Sepura 5.00 p.m. on 17 February 2017
Shares
Scheme Record Time 6.00 p.m. on 17 February 2017
Expected Effective Date of the 20 February 2017
Scheme
Cancellation of trading in Sepura By 8.00 a.m. on 21 February 2017
Shares
Latest date for despatch of cheques/settlement Within 14 days of the Effective
through CREST Date
Long Stop Date, being the latest 30 June 2017(5)
date by which the Scheme must
be implemented
The Court Meeting and the General Meeting will both be held at
the offices of Hogan Lovells International LLP, Atlantic House,
Holborn Viaduct, London EC1A 2FG, on 9 February 2017.
____________________________
Notes
(1) It is requested that the blue Form of Proxy for the Court
Meeting be lodged by 10.00 a.m. on 7 February 2017 or, in the case
of adjournment(s), not later than 48 hours (excluding non-working
days) before the time fixed for the adjourned meeting, and, in each
case, in accordance with the instructions on the blue Form of
Proxy. However, if not so lodged, blue Forms of Proxy (together
with any such authority, if applicable) may be handed to a
representative of Sepura's registrars, Equiniti, on behalf of the
chairman of the Court Meeting, or to the chairman of the Court
Meeting before the start of the Court Meeting.
(2) The yellow Form of Proxy for the General Meeting must be
lodged by 10.15 a.m. (London time) on 7 February 2017 or, in the
case of adjournment(s), not later than 48 hours (excluding
non-working days) before the time fixed for the adjourned
meeting).
(3) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
Meeting will be 6.30 p.m. (London time) on the date which is two
Business Days before the date set for such adjourned Meeting.
(4) Or as soon thereafter as the Court Meeting shall have concluded or adjourned.
(5) The latest date by which the Scheme must be implemented may
be extended by agreement between Sepura, Bidco and Hytera with the
prior consent of the Panel and (if required) the approval of the
Court.
Shareholder Helpline
If you have any questions in relation to the Scheme Document,
the Meetings, or the completion and return of the Forms of Proxy,
please telephone Equiniti between 8.30 a.m. and 5.30 p.m. (London
time) Monday to Friday (except public holidays in England and
Wales) on 0371 384 2050 from within the UK or +44 (0) 121 415 0259
if calling from outside the UK. Calls to +44 (0) 121 415 0259 will
be charged at national or international rates as the case may be.
Please note that calls may be recorded or monitored for security
and training purposes.
The Shareholder Helpline cannot provide advice on the merits of
the Acquisition or the Scheme, nor give any financial, legal or tax
advice.
Enquiries:
Sepura Tel: +44 (0) 1223 876
000
David Barrass (Interim Chief Executive
Officer)
Richard Smith (Chief Financial Officer)
Peter Connor (Investor Relations)
Lazard (Financial adviser to Sepura) Tel: +44 (0) 20 7187 2000
Cyrus Kapadia
Nicholas Page
Liberum (Corporate broker to Sepura) Tel: +44 (0) 20 3100 2224
Steve Pearce
Steve Tredget
Instinctif Partners (Public relations Tel: +44 (0) 20 7457 2020
adviser to Sepura)
Adrian Duffield
Kay Larsen
Chantal Woolcock
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 contains 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.
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.
Publication on website, the National Storage Mechanism 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. A copy of the Scheme
Document will also be submitted to the National Storage Mechanism
and will be available in due course for inspection at
www.morningstar.co.uk/uk/NSM
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 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.
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
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