TIDMTCM
RNS Number : 1528J
DBAY Advisors Limited
19 August 2021
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 OR
REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
19 August 2021
UPDATE ON REGULATORY CLEARANCES IN RELATION TO THE OFFER
for
TELIT COMMUNICATIONS PLC ("TELIT")
by
TRIESTE ACQUISITIONS HOLDING LIMITED ("BIDCO")
to be effected
by way of a scheme of arrangement
under Part 26 of the Companies Act 2006
Regulatory Clearances Update
On 25 May 2021, the boards of Telit and Bidco announced the
terms of a recommended cash offer made by Bidco for the entire
issued and to be issued ordinary share capital of Telit other than
the Telit Shares held by funds managed by DBAY (the "Acquisition"),
intended to be effected by means of a court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").
Capitalised terms defined in the Scheme Document have the same
meanings given in this announcement, a copy of which is available
on Telit's website at:
https://www.telit.com/about/investor-relations/possible-offers/ and
on DBAY's website at https://www.dbayadvisors.com/offer-docs.
Update on Regulatory Clearances
The Acquisition is subject to the Conditions set out in Part 4
of the scheme document published on 18 June 2021 in connection with
the Acquisition (the "Scheme Document"), including (i) written
notice from CFIUS that: (A) CFIUS has concluded that the
Acquisition described in a notice or declaration submitted to CFIUS
is not a "covered transaction" as that term is defined in 31 C.F.R.
-- 800.213; or (B) CFIUS has concluded all action under Section 721
of the DPA, including all implementing regulations; or (ii) the
President's announcement of a decision not to exercise the
President's authority under section 721(d) of the DPA with respect
to the Acquisition (the "CFIUS Notice").
Following the issue of the CFIUS Notice, Bidco is pleased to
confirm CFIUS approval has been received in connection with the
Acquisition. Accordingly Condition 3(d) set out in Part 4 of the
Scheme Document has been satisfied.
Timetable
Completion of the Acquisition remains subject to the
satisfaction or (if capable of waiver) waiver of remaining
Conditions to the Acquisition, including sanction of the Scheme by
the Court at the Scheme Hearing which is anticipated to take place
on 26 August 2021, and the delivery of a certified copy of the
Court Order to the Registrar of Companies for registration,
expected on the second business day following the Court's sanction
of the Scheme.
Bidco will provide any further updates as appropriate.
Enquiries
Bidco/DBAY Advisors Limited Tel: +44 (0) 1624
690 900
Julian Addison
Mike Haxby
Investec Bank plc (Financial adviser to Bidco/DBAY) Tel: +44 (0)
207 597 5970
Gary Clarence ]
William Godfrey
Temple Bar Advisory (Public relations adviser
to Bidco/DBAY) Tel: +44 (0) 207 183 1190 Alex Child-Villiers
William Barker
Hogan Lovells International LLP is providing legal advice to
DBAY and Bidco.
Important notices
Investec Bank plc, which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority, is acting as
financial adviser to Bidco and for no one else in connection with
the Acquisition or other matters referred to herein and will not be
responsible to anyone other than Bidco for providing the
protections afforded to its clients nor for providing advice in
relation to the Acquisition or any other matters set out
herein.
Further information
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 and Form of Election, which contain the
full terms and conditions 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. Telit
Shareholders are strongly advised to read the formal documentation
in relation to the Acquisition. Each Telit Shareholder is urged to
consult its independent professional adviser immediately regarding
the tax consequences to it (or its beneficial owners) of the
Acquisition.
This announcement has been prepared for the purpose of complying
with English law and the Takeover 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 England.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas shareholders
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves about, and
observe, any applicable legal or regulatory requirements. In
particular the ability of persons who are not resident in the UK to
vote their Telit Shares at the Court Meeting or General Meeting, or
to appoint another person as proxy to vote at the Court Meeting or
General Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
This announcement has been prepared for the purpose of complying
with the laws of England and Wales, Market Abuse Regulation, AIM
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 of England and Wales. Unless otherwise determined by Bidco
or required by the Code, and permitted by applicable law and
regulation, the Acquisition will not be made available directly or
indirectly in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may
vote in favour of the Acquisition by use of mail or any other means
or instrumentality (including, without limitation, facsimile, email
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or any facility of a national, state or
other securities exchange of, any Restricted Jurisdiction.
Copies of this announcement and any formal documentation
relating to the Acquisition will not be and must not be, directly
or indirectly, mailed or otherwise forwarded, distributed or sent
in, into or from any Restricted Jurisdiction or any jurisdiction
where to do so would violate the laws of that jurisdiction and
persons receiving such documents (including custodians, nominees
and trustees) must not mail or otherwise forward, distribute or
send them in, into or from any Restricted Jurisdiction. Doing so
may render invalid any related purported vote in respect of the
Acquisition.
Where Bidco believes that an election for the Alternative Offer
by any Scheme Shareholder may infringe applicable legal or
regulatory requirements, or may result in a requirement for a
registration under the securities laws of any Restricted
Jurisdiction, Bidco will have the right to deem that such Scheme
Shareholder has not validly elected for the Alternative Offer and
such Scheme Shareholder will instead receive the Cash Offer in
respect of the Scheme Shares which were subject to such an election
in accordance with the terms of the Acquisition.
Further details in relation to Telit Shareholders in overseas
jurisdictions are contained in the Scheme Document.
Additional information for US investors
The Acquisition relates to the shares of a UK company and is
being made by means of a scheme of arrangement provided for under
the laws of England and Wales. A transaction effected by means of a
scheme of arrangement is not subject to the proxy solicitation or
tender offer rules under the Exchange Act and is exempt from the
registration requirements of the Securities Act. Accordingly, the
Acquisition will be subject to disclosure requirements and
practices applicable in the UK and to schemes of arrangement under
the laws of England and Wales, which are different from the
disclosure and other requirements applicable to a US tender offer.
Neither the SEC, nor any securities commission of any state of the
United States, has approved or disapproved any offer, or comment
upon the adequacy or completeness of any of the information
contained in document. Any representation to the contrary is a
criminal offence in the United States.
Financial information relating to Telit included in this
announcement and the Scheme Document has been or will have been
prepared in accordance with accounting standards applicable in the
United Kingdom that may not be comparable to financial information
of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting
principles in the United States.
The Consideration Loan Notes to be issued pursuant to the Scheme
under the Alternative Offer may not be offered or sold in the
United States absent registration or an exemption from
registration. No US offer of such Consideration Loan Notes will be
made in the United States. The Consideration Loan Notes have not
been and will not be registered under the US Securities Act or
under the relevant securities laws of any state or territory or
other jurisdiction of the United States and will not be listed on
any stock exchange in the United States, and may not be offered,
sold or delivered, directly or indirectly, in, into or from the
United States. Neither the US Securities and Exchange Commission
nor any US state securities commission has approved or disapproved
of the Consideration Loan Notes or determined that this
announcement or the Scheme Document is accurate or complete. Any
representation to the contrary is a criminal offence.
Telit Shareholders located or resident in the United States or
who are otherwise US Persons will not be permitted to elect receipt
of the Consideration Loan Notes pursuant to the Alternative Offer,
and any purported election to receive Consideration Loan Notes
pursuant to the Alternative Offer by Telit Shareholders from the
United States, or which, at the sole discretion of Bidco, appear to
be made in respect of Telit Shares beneficially held by persons
located or resident in the United States or who otherwise appear to
be US Persons will not be accepted. Accordingly, Telit Shareholders
located or resident in the United States or who are otherwise US
Persons will receive cash pursuant to the Scheme, and no
Consideration Loan Notes will be issued to any such Telit
Shareholder.
By electing receipt of the Consideration Loan Notes pursuant to
the Alternative Offer, Telit Shareholders will be deemed to
represent and warrant, on behalf of themselves and any person on
whose behalf they beneficially hold their Telit Shares, that they:
(i) are not located or resident in the United States or otherwise a
US Person; and (ii) are not electing receipt of Telit Shares
pursuant to the Alternative Offer with a view to, or for offer or
sale of Consideration Loan Notes in connection with, any
distribution thereof (within the meaning of the Securities Act) in
the United States or to US Persons.
The receipt of cash consideration pursuant to the Cash Offer by
a US holder of Telit Shares as consideration for the transfer of
its Scheme Shares pursuant to the Scheme may be a taxable
transaction for US federal income tax purposes and under applicable
US state and local, as well as foreign and other, tax laws. Each US
holder is urged to consult his independent professional adviser
immediately regarding the tax consequences of the Acquisition
applicable to him, her or it.
It may be difficult for US holders of Telit Shares to enforce
their rights and any claims they may have arising under US Federal
securities laws in connection with the Acquisition, since Telit is
organised under the laws of a country other than the United States,
and some or all of its officers and directors may be residents of
countries other than the United States, and most of the assets of
Telit are located outside of the United States. US holders of Telit
Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of US Federal securities
laws. Further, it may be difficult to compel a non-US company and
its affiliates to subject themselves to a US court's jurisdiction
or judgment.
The Acquisition may, in the circumstances provided for in the
Scheme Document, instead be carried out by way of a Takeover Offer
under the laws of England and Wales. If Bidco exercises, with the
consent of the Takeover Panel and subject to the terms of the
Co-operation Agreement, its right to implement the Acquisition by
way of a Takeover Offer, such Takeover Offer will be made in
compliance with applicable US tender offer and US Federal
securities laws and regulations, including the exemptions
therefrom. In accordance with normal UK practice and pursuant to
rule 14e-5(b) of the Exchange Act, Bidco or its nominees, or its
brokers (acting as agents), may, from time to time, make certain
purchases of, or arrangements to purchase, Telit Shares outside of
the United States, other than pursuant to the Acquisition, until
the date on which the Acquisition becomes effective, lapses or is
otherwise withdrawn, in compliance with applicable law, including
the Exchange Act. These purchases may occur either in the open
market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed, as required in the UK, will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com .
Forward-looking statements
This announcement, oral statements made regarding the
Acquisition, and other information published by Bidco contain
statements which are, or may be deemed to be, "forward-looking
statements" with respect to Bidco or Telit. 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 (but not always) 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 Bidco or Telit and
potential synergies resulting from the Acquisition; and (iii) the
effects of government regulation on the business of Bidco or
Telit.
Although Bidco believe that the expectations reflected in such
forward-looking statements are reasonable, Bidco and Telit can give
no assurance that such expectations will prove to be correct. 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 at the date hereof. All subsequent
oral or written forward-looking statements attributable to Bidco 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. Bidco and Telit
expressly disclaim any intention or 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
Nothing in this announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of
Bidco, the Bidco Group, Telit or the Telit Group except where
otherwise stated.
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: (a) the offeree company; and (b) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) of the Code applies must be made by no
later than 3.30 pm (London time) on the 10th Business Day following
the commencement of the offer period and, if appropriate, by no
later than 3.30 pm (London time) on the 10th Business Day following
the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 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: (a) the offeree company; and (b) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8 of the Code. A Dealing Disclosure by a
person to whom Rule 8.3(b) of the Code applies must be made by no
later than 3.30 pm (London time) on the Business Day following the
date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Code.
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 of
the Code).
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.
Publication on website and availability of hard copies
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, free of charge on Dbay's website at
https://www.dbayadvisors.com/offer-docs. Neither the contents of
this website nor the content of any other website accessible from
hyperlinks on such website is incorporated into, or forms part of,
this announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
STRGPUWPRUPGUQB
(END) Dow Jones Newswires
August 19, 2021 02:28 ET (06:28 GMT)
Telit Communications (LSE:TCM)
Historical Stock Chart
From Jan 2025 to Feb 2025
Telit Communications (LSE:TCM)
Historical Stock Chart
From Feb 2024 to Feb 2025
