TIDMIND
RNS Number : 2700O
IndigoVision Group PLC
28 May 2020
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 28 May 2020
RECOMMENDED CASH ACQUISITION
of
IndigoVision Group plc ("IndigoVision")
By
Motorola Solutions International Holding Limited ("Bidco")
a wholly owned subsidiary of Motorola Solutions, Inc. ("Motorola
Solutions")
to be effected by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006
NOTICE OF COURT HEARING
Further to IndigoVision's announcements on 14 April 2020 and 11
May 2020, the boards of IndigoVision and Bidco are pleased to
announce that the Court Hearing has been scheduled for 12 June
2020.
An updated expected timetable of principal events is set out
below.
Expected Timetable of Principal Events
The following indicative timetable sets out the expected dates
for implementation of the Scheme.
The following dates and times associated with the Scheme may be
subject to further change. IndigoVision will give adequate notice
of any further updates or changes to these dates and times, when
known, by issuing a further announcement through a Regulatory
Information Service. See also note (1) below.
Court Hearing 9.00 a.m. on 12 June 2020
(2)
Grant of Court Order 12 June 2020
Last day of dealings in, and for 15 June 2020
registration of transfers of,
IndigoVision Shares
Disablement in CREST of IndigoVision 6.00 p.m. on 15 June 2020
Shares
Scheme Record Time 6.00 p.m. on 15 June 2020
Suspension of trading in IndigoVision 7.30 a.m. on 16 June 2020
Shares on AIM
Effective Date of the Scheme 16 June 2020 (3)
Cancellation of the admission 7.00 a.m. on 17 June 2020
to trading of IndigoVision Shares
on AIM
Despatch of cheques and crediting within 14 days of the Effective
of CREST accounts for the cash Date
consideration due under the Scheme
Long Stop Date 31 August 2020 (4)
Notes:
(1) The dates and times given are indicative only, are based on
current expectations and may be subject to change. References to
times are to London time, unless otherwise stated. If any of the
times and/or dates above change, the revised times and/or dates
will be announced via a Regulatory Information Service.
(2) Reference should be made to the latest coronavirus
(COVID-19) information published by the Scottish Courts and
Tribunals Service ("SCTS") in relation to attendance at the Court
Hearing, which is available at
https://www.scotcourts.gov.uk/coming-to-court/attending-a-court/coronavirus.
(3) The Scheme becomes effective pursuant to its terms on
delivery of the Court Order to the Registrar of Companies. The
Court Order is expected to be delivered to the Registrar of
Companies on 16 June 2020, at which time the Scheme will become
Effective. The events which are stated as occurring on subsequent
dates, including the crediting of CREST accounts, are conditional
on the Effective Date and operate by reference to this time.
(4) This is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended to such
later date as Bidco and IndigoVision may, with the consent of the
Panel, agree and, if required, the Court may allow.
General
Capitalised terms in this announcement, unless otherwise
defined, have the same meanings as set out in the Scheme document
sent to IndigoVision Shareholders on 14 April 2020, a copy of
which, subject to certain restrictions relating to persons resident
in Restricted Jurisdictions, is available on the IndigoVision
website at www.indigovision.com/investors .
Enquiries:
Motorola Solutions/Bidco
Media Contacts; Brittany Kelly +1 224 246 3914
Investor Contacts: Tim Yocum +1 847 576 6899
finnCap (financial adviser to Motorola
Solutions/Bidco) +44 (0) 207 220 0500
Stuart Andrews / Marc Milmo / Kate Washington
IndigoVision Group plc +44 (0) 131 475 7200
Pedro Simoes / Chris Lea
N+1 Singer (Rule 3 adviser, Nominated Adviser
and Broker to IndigoVision) +44 (0) 207 496 3000
Mark Taylor / Ben Farrow / Amanda Gray
Winston & Strawn LLP are retained as legal advisers to
Motorola Solutions and Bidco. Shepherd and Wedderburn LLP are
retained as legal advisers to IndigoVision.
Further information
finnCap Ltd, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for Motorola Solutions and
Bidco and no-one else in connection with the Acquisition and will
not be responsible to anyone other than Motorola Solutions and
Bidco for providing the protections afforded to clients of finnCap
nor for providing advice in relation to the Acquisition or any
other matter referred to in this Announcement.
N+1 Singer, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively as financial adviser and
nominated adviser to IndigoVision and no-one else in connection
with the Acquisition and will not be responsible to anyone other
than IndigoVision for providing the protections afforded to clients
of N+1 Singer nor for providing advice in connection with the
Acquisition or any other matter referred to in this
Announcement.
This Announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities
pursuant to the Acquisition or otherwise. The Acquisition will be
made solely by means of the Scheme which will contain the full
terms and conditions of the Acquisition, including details of how
to vote in respect of the Acquisition.
This Announcement has been prepared for the purposes of
complying with English law, Scots law, the Code and the AIM Rules
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 any jurisdiction outside the United
Kingdom.
This Announcement does not constitute a prospectus or prospectus
exempted document.
No person should construe the contents of this Announcement as
legal, financial or tax advice and any interested person should
consult its own adviser in connection with such matters.
Publication on a website
Pursuant to Rule 26.1 of the Code, a copy of this Announcement
and other documents in connection with the Scheme will, subject to
certain restrictions, be available for inspection on
www.motorolasolutions.com/investors and
www.indigovision.com/investors no later than 12 noon (London time)
on the Business Day following this Announcement. The contents of
the websites referred to in this Announcement are not incorporated
into, and do not form part of, this Announcement.
Request for hard copy
If you have received this Announcement in electronic form or by
it being published on IndigoVision's website, you can obtain a hard
copy of this Announcement by contacting Computershare Investor
Services PLC at Corporate Actions Projects, Bristol, BS99 6AH or by
telephoning +44 (0)370 707 1088 or by e-mailing
IR@indigovision.com. You will not receive a hard copy of this
Announcement unless you so request. You may also inform
Computershare Investor Services PLC that you wish all future
documents, announcements and information in relation to the
Acquisition be sent to you in hard copy.
Important Information
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under the Financial Services and Markets Act 2000 (as
amended) if you are resident in the United Kingdom or, if not, from
another appropriate authorised independent financial adviser.
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.
END
MSCUWAVRRVUVUAR
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