TIDMXPD
RNS Number : 3407Y
Xpediator PLC
04 May 2023
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.
FOR IMMEDIATE RELEASE
4 May 2023
RECOMMED CASH OFFER
for
XPEDIATOR PLC
by
DLM BIDCO LIMITED
a newly incorporated entity to be indirectly owned by (i) funds
advised by BaltCap, (ii) Cogels Investments and (iii) Nuoma IR
Kapitalas, as members of the Consortium to be effected by means of
a Scheme of Arrangement under Part 26 of the Companies Act 2006
Publication of the Scheme Document and expected timetable of
principal events
On 6 April 2023, the boards of DLM Bidco Limited ("Bidco"), a
newly incorporated entity to be indirectly owned by the Consortium,
and Xpediator PLC ("Xpediator"), announced that they had reached
agreement on the terms of a recommended cash offer by Bidco for the
entire issued and to be issued share capital of Xpediator
(excluding the Xpediator Shares owned or controlled by Cogels
Investments) (the "Offer").
Publication of the Scheme Document
Xpediator is pleased to announce that a circular in relation to
the Scheme (the "Scheme Document"), containing, among other things,
a letter from the Interim Chairman of Xpediator, an explanatory
statement pursuant to section 897 of the Companies Act 2006, the
full terms and conditions of the Scheme, an expected timetable of
principal events, notices of the Court Meeting and General Meeting
(together, the "Meetings") and details of the action to be taken by
Xpediator Shareholders, is being published today on Xpediator's
website at https:// www.xpediator.com/offer-for-xpediator-plc/ and
on BaltCap's website at
https://www.baltcap.com/offer-for-xpediator-plc/ .
Hard copies of the Scheme Document and Forms of Proxy for the
Court Meeting and General Meeting are being posted to Xpediator
Shareholders and, for information only, to holders of options or
awards under the Xpediator Share Plans.
Capitalised terms used in this announcement, unless otherwise
defined, have the same meanings as set out in the Scheme Document.
All references in this announcement to times are to London time
unless otherwise stated.
Notices of the Court Meeting and General Meeting and actions
required
As detailed further in the Scheme Document, in order to become
Effective, the Scheme requires, among other things, the approval of
a majority in number of the Voting Scheme Shareholders present and
voting (and entitled to vote), either in person or by proxy at the
Court Meeting (or any adjournment of the Court Meeting),
representing not less than 75 per cent. in value of the Scheme
Shares held by such Voting Scheme Shareholders, and the passing of
the Resolution necessary to, amongst other things, implement the
Scheme at the General Meeting by the requisite majority of
Xpediator Shareholders at the General Meeting. Following the Court
Meeting and the General Meeting and the satisfaction (or, where
applicable, waiver) of the other Conditions (which includes
obtaining certain regulatory approvals), the Scheme must also be
sanctioned by the Court.
Notices of the Meetings, each of which will be held at the
offices of Addleshaw Goddard LLP, Milton Gate, 60 Chiswell Street,
London EC1Y 4AG on 7 June 2023, are set out in the Scheme Document.
The Court Meeting will start at 10.00 a.m. on that date and the
General Meeting will start at 10.15 a.m. on that date (or as soon
thereafter as the Court Meeting is concluded or adjourned).
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 representation of Voting Scheme Shareholders'
opinion. Whether or not Voting Scheme Shareholders and Xpediator
Shareholders intend to attend and/or vote at the Meetings, they are
strongly advised to sign and return their Forms of Proxy (by post
or by hand) or transmit a proxy appointment or other voting
instruction (online or through CREST) for the Meetings as soon as
possible. Voting Scheme Shareholders and Xpediator Shareholders are
also strongly encouraged, in respect of both Meetings, to appoint
"the Chairman of the meeting" as their proxy.
The Xpediator Directors, who have been so advised by Zeus
Capital as to the financial terms of the Offer, consider the terms
of the Offer to be fair and reasonable. In providing its advice to
the Xpediator Directors, Zeus Capital has taken into account the
commercial assessments of the Xpediator Directors. Zeus Capital is
providing independent financial advice to the Xpediator Directors
for the purposes of Rule 3 of the Takeover Code.
Accordingly, the Xpediator Directors unanimously recommend that
Voting Scheme Shareholders vote in favour of the Scheme at the
Court Meeting, and that Xpediator Shareholders vote in favour of
the Resolution to be proposed at the General Meeting. The Xpediator
Directors who are interested in Xpediator Shares have irrevocably
undertaken to vote in favour of the Scheme at the Court Meeting and
in favour of the Resolution to be proposed at the General Meeting
in respect of their entire beneficial holdings of 2,008,677
Xpediator Shares, representing approximately 1.93 per cent. of
Scheme Shares entitled to vote at the Court Meeting and 1.42 per
cent. of the issued share capital of Xpediator as at the Latest
Practicable Date.
When taken together with the irrevocable undertakings that Bidco
has received from other Xpediator Shareholders , Bidco has received
irrevocable undertakings to vote in favour of the Scheme at the
Court Meeting in respect of a total of 40,510,161 Xpediator Shares
representing approximately 38.99 per cent. of Scheme Shares
entitled to vote at the Court Meeting and to vote in favour of the
Resolution at the General Meeting in respect of a total of
78,291,206 Xpediator Shares representing approximately 55.26 per
cent. of the issued share capital of Xpediator as at the Latest
Practicable Date.
Xpediator Shareholders should carefully read the Scheme Document
in its entirety before making a decision with respect to the
Scheme.
Cancellation
It is currently intended that shortly before the Effective Date,
an application will be made to the London Stock Exchange for the
admission of the Xpediator Shares to trading on AIM to be cancelled
shortly following the Effective Date. The last day of dealings in,
and for registration of transfers of, Xpediator Shares is expected
to be the Business Day immediately prior to the Effective Date and
no transfers will be registered after 6.00 p.m. on that day other
than to Bidco (or as Bidco may direct) pursuant to the Xpediator
articles of association, as proposed to be amended by the
Resolution at the General Meeting.
On the Effective Date, share certificates in respect of Scheme
Shares will cease to be valid. In addition, entitlements to Scheme
Shares held within the CREST system will be cancelled on the
Effective Date.
Timetable
The Scheme Document contains an expected timetable of principal
events in relation to the Scheme, which is also set out in the
Appendix to this announcement. Subject to obtaining the approval of
the requisite majority of Voting Scheme Shareholders at the Court
Meeting, the requisite majority of Xpediator Shareholders at the
General Meeting, the sanction of the Court and the satisfaction or,
where applicable, waiver of the other Conditions (as set out in the
Scheme Document), the Scheme is expected to become Effective in Q3
2023. If any of the key dates set out in the timetable change,
notice of this change will be made by the issuance of an
announcement through a Regulatory Information Service.
Information for Xpediator Shareholders and helpline
If you have any questions about this announcement, the Scheme
Document, the Court Meeting or the General Meeting, or how to
complete the Forms of Proxy or to submit your proxies through the
CREST electronic proxy appointment service or online, please
contact Xpediator's registrar, Share Registrars, on +44 (0) 1252
821390. Calls are charged at the standard geographic rate and will
vary by provider. Calls outside the United Kingdom will be charged
at the applicable international rate. The helpline is open between
9.00 a.m. and 5.30 p.m. (London time), Monday to Friday (excluding
public holidays in England and Wales). Please note that Share
Registrars cannot provide any financial, legal or tax advice and
calls may be recorded and monitored for security and training
purposes.
Xpediator Share Plans
In accordance with the terms of the Xpediator Share Plans,
Xpediator Options will become capable of exercise (subject to the
satisfaction of any applicable performance conditions) upon the
Scheme being sanctioned by the Court. Xpediator Share Plan
Participants will be contacted regarding the effect of the Offer on
their rights under the Xpediator Share Plans.
Since all outstanding Xpediator Options that have been granted
under the Xpediator Share Plans have an exercise price which is
greater than the Cash Value per Scheme Share, no formal proposals
will be made to such Xpediator Share Plan Participants in respect
of their Xpediator Options under Rule 15 of the Takeover Code. To
the extent any Xpediator Options remain unexercised, these
Xpediator Options will lapse at the latest 20 days following the
Effective Date.
Enquiries:
Bidco
ar nas Alekna
Stephen Blyth Tel: +370 5254 6713
Rothschild & Co
(Financial adviser to Bidco)
Stuart Vincent
Harry O'Connor Tel: +44 (0)20 7280 5000
Xpediator
Gillian Wilmot CBE, Interim Chairman
Mike Stone, Interim CEO
Richard Myson, CFO Tel: +44 (0)330 043 2395
Zeus Capital
(Financial adviser, Nominated Adviser and corporate broker to
Xpediator)
David Foreman
Jamie Peel
James Hornigold Tel: +44 (0)20 3829 5000
Novella Communications
(Financial Public Relations to Xpediator)
Tim Robertson
Safia Colebrook Tel: +44 (0)20 3151 7008
Travers Smith LLP is providing legal advice to BaltCap and
Bidco. Addleshaw Goddard LLP is providing legal advice to
Xpediator.
Important notices
Rothschild & Co, which is authorised and regulated in the
United Kingdom by the FCA, is acting as financial adviser to Bidco
and for no one else in connection with subject matter of this
announcement and will not be responsible to anyone other than Bidco
for providing the protections afforded to its clients or for
providing advice in relation to the subject matter of this
announcement, the contents of this announcement or any other
matters referred to in this announcement. Neither Rothschild &
Co nor any of its affiliates (nor their respective directors,
officers, employees or agents) 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 Rothschild & Co in connection with this
announcement, any statement contained herein, the Offer or
otherwise. No representation or warranty, express or implied, is
made by Rothschild & Co as to the contents of this
announcement.
Zeus Capital, which is authorised and regulated in the United
Kingdom by the FCA, is acting as financial adviser to Xpediator and
for no one else in connection with the Offer and will not be
responsible to anyone other than Xpediator for providing the
protections afforded to its clients nor for providing advice in
relation to the Offer, the contents of this announcement or any
other matters referred to in this announcement. Neither Zeus
Capital 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 Zeus Capital in connection with this
announcement, any statement contained herein, the Offer or
otherwise. No representation or warranty, express or implied, is
made by Zeus Capital as to the contents of this announcement.
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 Offer or otherwise. The Offer will
be made solely through the Scheme Document and the accompanying
Forms of Proxy, which contain the full terms and conditions of the
Offer, including details of how to vote in respect of the Offer.
Any approval, decision or other response to the Offer should be
made only on the basis of the information in the Scheme Document.
Xpediator Shareholders are strongly advised to read the formal
documentation in relation to the Offer. Each Xpediator Shareholder
is urged to consult its independent professional adviser
immediately regarding the tax consequences to it (or its beneficial
owners) of the Offer.
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.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas shareholders
This announcement has been prepared in accordance with, and for
the purposes of complying with, English law, the Takeover Code, the
Market Abuse Regulation and the AIM Rules, and 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.
The release, publication or distribution of this announcement in
or into jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe, any applicable legal or
regulatory requirements.
The availability of the Offer to Xpediator Shareholders who are
not resident in and citizens of the United Kingdom may be affected
by the laws of the relevant jurisdictions in which they are located
or of which they are a citizen. Persons who are not resident in the
United Kingdom should inform themselves of, and observe any
applicable legal or regulatory requirements of their jurisdictions.
In particular, the ability of persons who are not resident in the
United Kingdom to vote their Xpediator Shares with respect to the
Scheme at the Meetings, or to execute and deliver Forms of Proxy
(or other proxy instructions) appointing another to vote at the
Meetings 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 Offer disclaim any responsibility or liability for
the violation of such restrictions by any person. Further details
in relation to Overseas Shareholders are contained in the Scheme
Document.
Neither this announcement nor the Scheme Document nor any of the
accompanying documents do or are intended to constitute or form
part of any offer or invitation to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval pursuant to the Scheme or
otherwise, in any jurisdiction in which such offer, invitation or
solicitation is unlawful. This announcement, the Scheme Document
and the accompanying Forms of Proxy have been prepared for the
purposes of complying with English law, the rules of the London
Stock Exchange, the AIM Rules 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 of England and Wales.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, neither this
announcement nor the Scheme Document will be made available, in
whole or in part, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would constitute a violation
of the relevant laws or regulations of such jurisdiction and no
person may vote in favour of the Offer by any such use, means,
instrumentality or from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the
laws of that jurisdiction. Copies of this announcement and any
formal documentation relating to the Offer are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction
and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward,
distribute or send it in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Offer.
The Offer is subject to English law and the jurisdiction of the
Court, and the applicable requirements of the Takeover Code, the
Panel, the FCA, the London Stock Exchange (including pursuant to
the AIM Rules) and the Registrar of Companies.
Additional information for US investors
Xpediator Shareholders in the United States should note that the
Offer relates to the securities of a UK company and is proposed to
be effected by means of a scheme of arrangement under English law.
This announcement, the Scheme Document and certain other documents
relating to the Offer have been or will be prepared in accordance
with English law, the Takeover Code and UK disclosure requirements,
format and style, all of which differ from those in the United
States. A transaction effected by means of a scheme of arrangement
is not subject to the tender offer rules or the proxy solicitation
rules under the US Exchange Act. Accordingly, the Offer is subject
to the disclosure requirements of and practices applicable in the
United Kingdom to schemes of arrangement, which differ from the
disclosure requirements of the United States tender offer and proxy
solicitation rules. If, in the future, Bidco exercises the right to
implement the Offer by way of a Takeover Offer and determines to
extend the offer into the United States, the Offer will be made in
compliance with applicable United States laws and regulations,
including any applicable exemptions under the US Securities Act or
US Exchange Act.
The Loan Notes have not been, and will not be, registered under
the US Securities Act or with any securities regulatory authority
of any state or other jurisdiction of the United States and may not
be offered, sold, exercised, resold, transferred or delivered,
directly or indirectly, in or into the United States except
pursuant to an exemption from the registration requirements of the
US Securities Act. There will be no public offer of Loan Notes in
the United States. Accordingly, the Loan Note Alternative is not
being offered, and will not be offered, directly or indirectly in
or into, or by use of the mails of, or by any means or
instrumentality of interstate or foreign commerce of or of any
facilities of a national securities exchange of, the United States.
This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communication. The Loan Note Alternative may not be
applied to by any such use, means, instrumentality or facility from
or within the United States or by persons located or resident in
the United States. Accordingly, materials allowing for the Loan
Note Alternative are not being, and must not be, directly or
indirectly mailed or otherwise published, transmitted, distributed
or forwarded (including, without limitation, by custodians,
nominees or trustees) in or into the United States or to any US
persons or any persons located or resident in the United States.
Any purported applicability of the Loan Note Alternative resulting
directly or indirectly from a violation of these restrictions will
be invalid and any purported applicability of the Loan Note
Alternative made by a person located in the United States or any
agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from
within the United States will be invalid and will not be
accepted.
Each person electing to receive the Loan Note Alternative will
represent that it is not a US person, it is not located in the
United States and it is not participating in the Offer from the
United States or acting on a non-discretionary basis for a
principal that is not a US person, it is located outside the United
States and that it is not giving an order to participate in the
Loan Note Alternative from the United States. For the purposes of
this and the above paragraph, "United States" means United States
of America, its territories and possessions (including Puerto Rico,
the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands), any state of the United States of
America and the District of Columbia.
Xpediator's financial statements, and all financial information
that is included in this announcement or that may be included in
the Scheme Document, or any other documents relating to the Offer,
have been or will be prepared in accordance with International
Financial Reporting Standards and may not be comparable to
financial statements of companies in the United States or other
companies whose financial statements are prepared in accordance
with US generally accepted accounting principles.
The receipt of cash pursuant to the Offer by a US holder as
consideration for the transfer of its Scheme Shares pursuant to the
Scheme will likely be a taxable transaction for United States
federal income tax purposes and under applicable United States
state and local, as well as foreign and other, tax laws. Each
Xpediator Shareholder is urged to consult his independent
professional adviser immediately regarding the tax consequences of
the Offer applicable to him.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws, since Bidco
and Xpediator are located in countries other than the US, and some
or all of their officers and directors may be residents of
countries other than the US. US holders may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to
a US court's judgement.
In accordance with normal UK practice and consistent with Rule
14e-5(b) of the US Exchange Act, Bidco, certain affiliated
companies and their nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, shares in
Xpediator outside of the US, other than pursuant to the Offer,
until the date on which the Scheme and/ or the Takeover Offer
becomes Effective, lapses or is otherwise withdrawn. If such
purchases or arrangements to purchase were to be made they would
occur either in the open market at prevailing prices or in private
transactions at negotiated prices and comply with applicable law,
including the US Exchange Act. Any information about such purchases
or arrangements to purchase will be disclosed as required in the
United Kingdom, will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com.
Cautionary Note Regarding Forward-looking statements
This announcement (including information incorporated by
reference in this announcement) and other information published by
Bidco, BaltCap, any member of the Consortium or Xpediator contain
statements about Bidco, BaltCap, any member of the Consortium and
Xpediator that are or may be deemed to be forward looking
statements. All statements other than statements of historical
facts included in this announcement may be forward looking
statements. Without limitation, any statements preceded or followed
by or that include the words "targets", "plans", "believes",
"expects", "aims", "intends", "will", "may", "anticipates",
"estimates", "projects" or words or terms of similar substance or
the negative thereof, are forward looking statements. 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's or
Xpediator's operations and potential synergies resulting from the
Offer ; and (iii) the effects of government regulation on Bidco's
or Xpediator's business.
These forward-looking statements are not guarantees of future
performance. Such forward-looking statements involve known and
unknown risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. Many
factors could cause actual results to differ materially from those
projected or implied in any forward-looking statements. These
factors include, but are not limited to, the satisfaction of the
conditions to the Offer, as well as additional factors, such as
changes in political and economic conditions, changes in the level
of capital investment, retention of key employees, changes in
customer habits, success of business and operating initiatives and
restructuring objectives, impact of any acquisitions or similar
transactions, changes in customers' strategies and stability,
competitive product and pricing measures, changes in the regulatory
environment, fluctuations of interest and exchange rates, and the
outcome of any litigation. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date of this
announcement. All subsequent forward-looking statements
attributable to Bidco, BaltCap, any member of the Consortium or
Xpediator or any of their respective members, directors, officers
or employees or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statement above.
Bidco, BaltCap, any member of the Consortium and Xpediator disclaim
any obligation to update any forward-looking or other statements
contained in this announcement, except as required by applicable
law.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the Takeover 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 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 (London time) on the 10(th) business
day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 pm (London time) on the 10(th)
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 Takeover Code, any person who is, or
becomes, interested in 1% 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 (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.
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 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 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
In accordance with Rule 26 of the Takeover Code, a copy of this
announcement will be made available free of charge, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Xpediator's website at
https://www.xpediator.com/offer-for-xpediator-plc/ and on BaltCap's
website at https://www.baltcap.com/offer-for-xpediator-plc/ by no
later than 12 noon (London time) on the first business day
following the date of this announcement. For the avoidance of
doubt, neither the contents of these websites nor the contents of
any websites accessible from any hyperlinks are incorporated into
or form part of this announcement.
Neither the contents of Xpediator's website, nor those of
BaltCap's website, nor those of any other website accessible from
hyperlinks on either Xpediator's or BaltCap's websites, are
incorporated into or form part of this announcement.
No profit forecasts, profit estimates or quantified benefits
statements
No statement in this announcement is intended as a profit
forecast, profit estimate or quantified benefits statement for any
period and no statement in this announcement should be interpreted
to mean that earnings or earnings per share for Xpediator for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for
Xpediator.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Xpediator
Shareholders and participants in the Xpediator Share Plans may
request a hard copy of this announcement, free of charge, by
contacting Xpediator's registrar, Share Registrars Limited, by: (i)
submitting a request in writing to Share Registrars Limited, 3 The
Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX, United
Kingdom; or (ii) calling +44 (0) 1252 821390. Calls are charged at
the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable
international rate. The helpline is open between 9.00 a.m. and 5.30
p.m. (London time), Monday to Friday (excluding public holidays in
England and Wales). Please note that Share Registrars cannot
provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.
For any of such persons who receive a copy of this announcement
in electronic form, a hard copy of this announcement will not be
sent unless so requested. Such persons may also request that all
future documents, announcements and information to be sent to them
in relation to the Offer should be in hard copy form.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
other information provided by Xpediator Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Xpediator may be provided to Bidco during the
Offer Period as required under Section 4 of Appendix 4 to the
Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of figures that precede them.
General
Bidco reserves the right to elect, with the consent of the Panel
(where necessary), and subject to the terms and conditions of the
Co-operation Agreement, to implement the Offer by way of a Takeover
Offer for the entire issued and to be issued share capital of
Xpediator not already held by Bidco as an alternative to the
Scheme. In such an event, a Takeover Offer will be implemented on
substantially the same terms, so far as applicable, as those which
would apply to the Scheme.
If the Offer is effected by way of Takeover Offer, and such
Takeover Offer becomes or is declared unconditional in all respects
and sufficient acceptances are received, Bidco intends to exercise
its rights to apply the provisions of Chapter 3 of Part 28 of the
Companies Act so as to acquire compulsorily the remaining Xpediator
Shares in respect of which the Takeover Offer has not been
accepted.
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 appropriately authorised independent financial adviser.
Appendix
Expected Timetable of Principal Events
Event Time and/or date (2023)
Publication of the Scheme Document 4 May
Publication by Xpediator of its 22 May
final results for the financial
year ended 31 December 2022
Latest time for lodging Forms
of Proxy for the:
Court Meeting (BLUE Form of Proxy) 10.00 a.m. on 5 June (1)
General Meeting (WHITE Form of 10.15 a.m. on 5 June (2)
Proxy)
Voting Record Time for the Court 6.00 p.m. on 5 June (3)
Meeting and the General Meeting
Court Meeting 10.00 a.m. on 7 June
General Meeting 10.15 a.m. on 7 June (4)
The following dates are indicative
only and are subject to change
(5)
Latest time for lodging of Loan 11.00 a.m. on D-7 days
Note Forms of Election and TTE
Instructions in respect of Loan
Note Alternative
Expected date of declaration of D-2 Business Days
the Special Dividend
Court Sanction Hearing A date expected to fall before
the end of Q3 2023 ("D")
following the satisfaction
or (if applicable) waiver
of Conditions 2(a), 2(b)
and 3 to 13 (inclusive) of
Part A of Part III (Conditions
to the implementation of
the Scheme and to the Offer)
of the Scheme Document
Last day of dealings in, and for D
registration of transfers of,
and disablement in CREST of, Xpediator
Shares
Scheme Record Time 6.00 p.m. on D
Expected record date for the Special Scheme Record Time
Dividend
Dealings in Xpediator Shares suspended 7.30 a.m. on D+1 Business
Day
Effective Date of the Scheme D+1 Business Day
Cancellation of admission of Xpediator 7.00 a.m. on D+2 Business
Shares to trading on AIM Days
Latest date for despatch of cheques Within 14 days of the Effective
and crediting of CREST for Cash Date
Consideration due under the Scheme
within 14 days of the Effective
Date
Latest date for issue of Bidco Within 14 days of the Effective
Loan Notes to Scheme Shareholders Date
who have elected for the Loan
Note Alternative
Expected date of settlement of Within 14 days of the Effective
the Special Dividend Date
Long Stop Date 6 December (6)
Notes:
(1) It is requested that BLUE Forms of Proxy for the Court
Meeting be lodged no later than 48 hours (excluding any part of
such 48-hour period falling on a non-working day) before the time
and date set for the Court Meeting. A copy of a completed and
signed BLUE Form of Proxy not so lodged may be handed to the
chairman of the Court Meeting at any time before the time that the
Court Meeting is due to commence and will still be valid.
(2) WHITE Forms of Proxy for the General Meeting must be lodged
no later than 48 hours (excluding any part of such 48-hour period
falling on a non-working day) before the time and date set for the
General Meeting. WHITE Forms of Proxy for the General Meeting not
lodged by this time will be invalid.
(3) If either the Court Meeting or the General Meeting is
adjourned, only those Voting Scheme Shareholders (in the case of
the Court Meeting) and those Xpediator Shareholders (in the case of
the General Meeting) on the register of members of Xpediator at
6.00 p.m. on the day which is two Business Days before the date of
the adjourned Meeting will be entitled to attend and vote.
(4) To commence at 10.15 a.m. or as soon thereafter as the Court
Meeting shall have been concluded or adjourned.
(5) These dates and times are indicative only and will depend,
among other things, on the date upon which: (i) the Conditions are
satisfied or (if capable of waiver) waived; (ii) the Court
sanctions the Scheme; and (iii) a copy of the Court Order is
delivered to the Registrar of Companies.
(6) This is the latest date by which the Scheme may become
Effective unless Bidco and Xpediator agree (and the Panel and, if
required, the Court permit) a later date or if the Panel requires
an extension to the Long Stop Date pending final determination of
an issue under section 3(g) of Appendix 7 to the Takeover Code.
Xpediator Share Plan Participants will be contacted separately
to inform them of the effect of the Scheme on their rights under
the Xpediator Share Plans.
All references in this announcement to times are to London time
unless otherwise stated.
The dates and times given are indicative only and are based on
Xpediator's and Bidco's current expectations and may be subject to
change (including as a result of changes to the regulatory
timetable). If any of the expected times and/or dates above change
(a) the revised times and/or dates will be notified to Xpediator
Shareholders by announcement through a Regulatory Information
Service, with such announcement being made available on Xpediator's
website at https://www.xpediator.com/offer-for-xpediator-plc/ and
on BaltCap's website at
https://www.baltcap.com/offer-for-xpediator-plc/ and (b) if
required by the Panel, Xpediator will send notice of the change(s)
to Xpediator Shareholders and, for information only to Xpediator
Share Plan Participants.
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END
SOAEAPSDEESDEFA
(END) Dow Jones Newswires
May 04, 2023 02:00 ET (06:00 GMT)
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