Tikit Group PLC Court sanction of Scheme (6188V)
January 15 2013 - 11:29AM
UK Regulatory
TIDMTIK
RNS Number : 6188V
Tikit Group PLC
15 January 2013
15 January 2013
RECOMMENDED CASH OFFER
for
TIKIT GROUP PLC
by
BRITISH TELECOMMUNICATIONS PLC
to be effected
by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Court sanction of Scheme
On 14 November 2012 it was announced that the boards of British
Telecommunications plc ("BT") and Tikit Group plc ("Tikit" or the
"Company") had reached agreement on the terms of a recommended cash
offer for Tikit by BT, for the entire issued and to be issued share
capital of Tikit.
The Acquisition is to be implemented by way of a Court-approved
scheme of arrangement (the "Scheme"), and the resolutions necessary
to, amongst other things, approve the Scheme were passed at the
Shareholder Meetings held on 14 December 2012.
On 10 January 2013, the Company conditionally upon Court
Sanction approved the allotment of 694,569 ordinary shares of 10
pence each in the Company to satisfy the exercise of Tikit Options
validly exercised ("Shares").
The Company is pleased to announce that the High Court of
Justice in England and Wales (the "Court") has today made an order
sanctioning the Scheme ("Court Sanction").
Following Court Sanction, 694,569 Shares have been allotted as a
result of the exercise of share options by employees (including
certain directors). Accordingly, application has been made for the
Shares to be admitted to trading on the AIM Market of the London
Stock Exchange ("AIM") which is expected to take place on 16
January 2013.
Subject to the Court confirming the Capital Reduction at the
Reduction Court Hearing on 17 January 2013, it is expected that the
Scheme will become effective on or before 18 January 2013. The
Scheme Record Time is 6.00 p.m. on 16 January 2013.
It is expected that dealings in Tikit Shares on AIM will be
suspended with effect from 7.30 a.m. on 17 January 2013 and that
the Tikit Shares will cease to be admitted to trading on AIM by no
later than 8.00 a.m. on 21 January 2013.
Words and expressions defined in the scheme document sent to
Tikit Shareholders on 21 November 2012 (the "Scheme Document")
shall, unless the context provides otherwise, have the same
meanings in this announcement.
Enquiries:
Tikit Group plc Tel: +44 (0) 20 7400
3737
Mike McGoun, Non-Executive Chairman
David Lumsden, Chief Executive Office
Mike Kent, Finance Director
Investec Bank plc (financial adviser, Tel: +44 (0) 20 7597
nominated adviser and broker to Tikit) 5000
Andrew Pinder
Junya Iwamoto
Carlton Nelson
Tavistock Communications (public relations Tel: +44 (0) 20 7920
adviser to Tikit) 3150
John West
Lulu Bridges
Investec Bank plc, which is authorised and regulated in the
United Kingdom by the FSA, is acting exclusively for Tikit and no
one else in connection with the Acquisition and will not be
responsible to anyone other than Tikit for providing the
protections afforded to clients of Investec Bank plc nor for
providing advice in relation to the Acquisition or any other matter
or arrangement referred to in this announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of an
offeree company or of any paper 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 paper
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 paper 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 p.m. (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper 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 one per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper 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 paper 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 p.m. (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 paper
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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Publication on websites
Copies of this announcement and the Scheme Document are
available free of charge, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, at Tikit's website
at www.tikit.com/investors, up to and including the Effective
Date.
For the avoidance of doubt, the content of the websites referred
to above is not incorporated into and does not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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