TIDMDFX
RNS Number : 7007V
BV Tech S.P.A
04 December 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. IN PARTICULAR,
THIS ANNOUNCEMENT SHOULD NOT BE RELEASED, PUBLISHED, DISTRIBUTED,
FORWARDED OR TRANSMITTED, IN WHOLE OR IN PART, IN, INTO OR FROM THE
UNITED STATES
BV Tech S.p.A
("BV Tech")
ANNOUNCEMENT OF EXIT OPPORTUNITY TO MINORITY SHAREHOLDERS IN
DEFENX PLC
In connection with the delisting of Defenx ("Defenx" or
"Company") (AIM:DFX), BV Tech, the majority shareholder in Defenx
with an interest of 67.1% in Defenx's issued share capital, today
announces the terms of a proposed exit opportunity for the holders
of the ordinary shares in Defenx, not currently owned by BV Tech
("Exit Opportunity").
HIGHLIGHTS
- Exit Opportunity follows the Company's delisting announcement
today which details the Company's proposed cancellation from
AIM;
- Exit Opportunity is to allow the holders of the remaining
shares in Defenx not already owned by BV Tech to sell their shares
to BV Tech at fixed price of 3 pence per share;
- Price is a 253% premium to the price of Defenx share on 3
December 2019, being the last practicable date prior to the date of
this announcement;
- Exit Opportunity represents 8% premium to the 3 month VWAP per
Ordinary Share on 1 November, being the last practicable date prior
to the date of the Company announcement of cancellation;
- Exit Opportunity is now open and will remain open until 6
January 2020, 1.00 p.m. London time; and
- Independent directors, whilst making no recommendation to
Minority Shareholders, do consider it appropriate that Minority
Shareholders be given an opportunity to realise their investment
under the Exit Opportunity.
BACKGROUND
BV Tech notes today's announcement by Defenx which provides
details of the Company's proposed Cancellation and that a circular
will be posted later today to convene a general meeting of the
Company in relation to the proposed cancellation of admission of
its ordinary shares ("Ordinary Shares") to trading on AIM
("Cancellation") pursuant to Rule 41 of the AIM Rules for Companies
("AIM Rules"). BV Tech continues to have significant regard to the
situation of the holders of the remaining Ordinary Shares (the
"Minority Shareholders") and recognises that cancelling the trading
of the Ordinary Shares will make it considerably more difficult for
the Minority Shareholders to sell their Ordinary Shares should they
so wish.
Accordingly, BV Tech has agreed with the board of Defenx that it
would make a proposal to the Minority Shareholders to provide an
exit from Defenx as part of the Cancellation. BV Tech is today
announcing its Exit Opportunity to purchase the remaining
12,744,044 Ordinary Shares of 1.8 pence each in the capital in
Defenx held by the Minority Shareholders at a price of 3 pence per
Ordinary Share.
The Exit Opportunity is now open and shall remain open until
1.00 p.m. on 6 January 2020, being the expected last day of
dealings in the Ordinary Shares prior to Cancellation. Sales of any
Ordinary Shares pursuant to the Exit Opportunity will be free of
trading costs to the seller applied by Link Asset Services (as the
receiving agent) and WH Ireland on behalf of BV Tech or the
Company, which will be borne by BV Tech.
Since Defenx's interim results for the six months ended on 30
June 2019, announced on 30 September 2019, the Group has continued
and continues to be reliant on the financial support of BV Tech. In
addition to the BV Tech loan facility announced by the Company on
27 November 2019, the Group has also received advanced payment of
the final two quarterly payments of, in aggregate, EUR300,000 under
BV Tech's commitment to purchase Defenx's products, and has now
received the EUR1.2 million due in full.
The Exit Opportunity is further described in the Company's
circular, which will be posted to Defenx shareholders today. The
independent directors of Defenx, being all directors other than
Raffaele Boccardo ("Independent Directors"), consider it
appropriate that those Minority Shareholders who are unable or
unwilling to hold shares in the Company following Cancellation
should be given an opportunity to realise their investment under
the Exit Opportunity should they wish to do so. However, the
Independent Directors make no recommendation to Minority
Shareholders in relation to their participation in the Exit
Opportunity and recommend that all Minority Shareholders consult
their duly authorised independent advisers before they make a
decision as to whether to sell some, all, or none of their Ordinary
Shares, in order to obtain advice relevant to their particular
circumstances.
Nevertheless, the Independent Directors advise that the Minority
Shareholders should, when making their decision whether or not to
avail themselves of the Exit Opportunity, bear in mind the
following:
-- The loss of the listing, and resultant liquidity, should Cancellation take effect;
-- The loss of the protections of the AIM Rules, particularly
with regard to approvals and disclosure obligations, should
Cancellation take effect;
-- The loss of the protections of the UK Takeover Code, should Cancellation take effect;
-- The 253 per cent. premium that the Exit Opportunity
represents to the price per Share on 3 December 2019, being the
last practicable date prior to publication of this
announcement;
-- The 8 per cent. premium that the Exit Opportunity represents
to the 3 month VWAP per Ordinary Share on 1 November 2019, being
the last practicable date prior to the announcement of the
Cancellation;
-- The fact that Cancellation, should it occur, constitutes an
event of default under the terms of a bond instrument, issued by
Defenx; and
-- That, should BV Tech, pursuant to the Exit Opportunity, hold
more than 75 per cent. of the Ordinary Shares it will be able to
pass special and extraordinary resolutions and, in addition, will
no longer be bound by the terms of the Relationship Agreement
entered into between BV Tech and Defenx.
In addition, Shareholders should be aware that the Interim
Executive Chairman, Anthony Henry Reeves, will be selling his
shareholding in the Company of 31,250 Ordinary Shares, equivalent
to 0.1 per cent. of the Company's issued share capital, through the
Exit Opportunity. Please note that none of the other Independent
Directors hold shares in the Company.
Minority Shareholders do not have to sell any Ordinary Shares if
they do not wish to. However, Minority Shareholders who elect not
to sell their Ordinary Shares pursuant to the Exit Opportunity or
otherwise in the market by other means prior to Cancellation will,
on completion of Cancellation, hold Ordinary Shares in an untraded
company. Furthermore, there will be no market facility for dealing
in the Ordinary Shares after Cancellation and no price will be
publicly quoted for the Ordinary Shares.
Procedure for participating in the Exit Opportunity
Shareholders with a broker
WH Ireland Limited ("WH Ireland") has been instructed by BV Tech
to purchase Ordinary Shares on its behalf on the terms detailed
above in the Exit Opportunity, at 3 pence per Ordinary Share, from
the date of this announcement until 1.00 p.m. (London time) on 6
January 2020.
Shareholders deemed to be "professional clients" in accordance
with the Financial Conduct Authority's ("FCA") Conduct of Business
Sourcebook ("COBS") 3.5, or those with a broker defined under the
same terms, should contact WH Ireland or instruct their broker
using the following contact details:
Contact: Melvyn Brown (Sales & Trading, WH Ireland) - phone:
+44 (0) 20 7220 1666
Shareholders without a broker
Shareholders without a broker or deemed to be 'retail clients'
under the FCA's COBS 3.4 rules, should contact Link Market Services
Trustees Limited, trading as Link Asset Services, using the below
details, who will be able to purchase Ordinary Shares on the terms
detailed above on behalf of BV Tech.
In order to sell Ordinary Shares via Link Asset Services,
shareholders will receive a form to effect such sale, via the Exit
Opportunity, along with the Circular.
Contact: Link Corporate Dealing Team - phone: +44 (0) 0203 728
5868 / email: ced@linkgroup.co.uk
Enquiries:
WH Ireland Ltd
(Broker to BV Tech)
Adrian Hadden / James Sinclair-Ford
Melvyn Brown (Sales & Trading) 020 7220 1666
WH Ireland, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as broker to
BV Tech in connection with the Exit Opportunity, with the
permission of the board of Defenx, for whom it is broker. As for
other matters described in this announcement, and in respect of the
Exit Opportunity, WH Ireland will not be responsible to anyone
other than BV Tech for providing the protections afforded to
clients of WH Ireland in relation to the Exit Opportunity, the
contents of this announcement or any other matter referred to in
this announcement. WH Ireland has given, and not withdrawn, its
consent to the inclusion in this announcement of the references to
their names in the form and context in which they appear.
Link Asset Services, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, has been
retained by WH Ireland on behalf of BV Tech to provide dealing
services to WH Ireland in order to assist with the executing the
Exit Opportunity for and other matters described in this
announcement, and will not be responsible to anyone other than BV
Tech, for providing the protections afforded to clients of Link
Asset Services in relation to the Exit Opportunity, the contents of
this announcement or any other matter referred to in this
announcement. Link Asset Services has given, and not withdrawn,
their consent to the inclusion in this announcement of the
references to their names in the form and context in which they
appear.
If you are in any doubt about the Exit Opportunity or the action
you should take, you are recommended to seek your own personal
financial advice from your stockbroker, bank manager, solicitor,
accountant or other independent financial adviser authorised under
the Financial Services and Markets Act 2000 if you are resident in
the United Kingdom or, if not, from another appropriately
authorised independent financial adviser. The value of shares and
any income from them can go down as well as up and you may not get
back the amount or value of your investment. Past performance is no
guide to future performance.
Overseas jurisdictions
The availability of the Exit Opportunity to Minority
Shareholders may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the UK should inform
themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdictions. In particular, the Exit
Opportunity is not capable of being accepted by Minority
Shareholders who are, subject to certain exceptions, located in the
United States or any other jurisdiction in which the Exit
Opportunity is contrary to local law or regulation (each, a
Restricted Jurisdiction). Applications to participate in the Exit
Opportunity from such jurisdictions, or which, at the sole
discretion of BV Tech, appear to be made in respect of BV Tech
shares beneficially held by persons located or resident, subject to
certain exceptions, in such jurisdictions will not be accepted.
Any failure to comply with 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 Exit Opportunity disclaim
any responsibility or liability for the violation of such
restrictions by any person. This announcement has been prepared for
the purposes of complying with English law and UK regulations 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.
The Exit Opportunity will not be made, directly or indirectly,
in, into or from any jurisdiction where to do so would violate the
laws in that jurisdiction. Accordingly, copies of this announcement
and documentation relating to the Exit Opportunity will not be and
must not be, mailed or otherwise forwarded, distributed or sent in,
into or from any jurisdiction where to do so would violate the laws
of that jurisdiction.
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
MSCLLFVSFALSIIA
(END) Dow Jones Newswires
December 04, 2019 09:58 ET (14:58 GMT)
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