TIDMCKT
RNS Number : 8990R
Checkit PLC
01 November 2019
THE TER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR
INTO, OR BY USE OF THE MAILS, OR BY ANY MEANS OR INSTRUMENTALLY
(INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX AND
TELEPHONE) OF INTERSTATE OR FOREIGN COMMERCE OR OF ANY FACILITY OF
A NATIONAL SECURITIES EXCHANGE, OF ANY RESTRICTED JURISDICTION AND
THE TER OFFER CANNOT BE ACCEPTED BY ANY SUCH USE, MEANS,
INSTRUMENTALITY OR FACILITY FROM OR WITHIN ANY RESTRICTED
JURISDICTION.
This Announcement does not constitute, or form part of, any
offer for or invitation to sell or purchase any securities, or any
solicitation of any offer for, securities in any jurisdiction. Any
acceptance or other response to the Tender Offer should be made
only on the basis of information contained in or referred to in the
Circular. The Circular will contain important information,
including the full terms and conditions of the Tender Offer, which
shareholders are urged to read carefully.
Checkit plc
("Checkit" or the "Company")
Proposed Tender Offer
and
Notice of General Meeting
Further to the interim results announcement on 22 October 2019,
Checkit is pleased to announce the terms of the proposed Tender
Offer which will return up to approximately GBP81 million to
Qualifying Shareholders.
Under the Tender Offer, each Qualifying Shareholder is entitled
to tender their Basic Entitlement, which is two Ordinary Shares for
every three Ordinary Shares they hold (i.e. they are entitled to
tender up to two-thirds of their shareholding) to be purchased by
N+1 Singer at the Tender Offer Price. The Tender Offer Price of
65.00 pence per Ordinary Share represents a premium of 16.1 per
cent to the closing mid-market price of 56.00 pence on 31 October
2019, being the latest practicable date before the publication of
the Circular. Qualifying Shareholders may also choose to tender a
greater or lesser number of shares than their Basic Entitlement,
subject to the terms of the Tender Offer set out in the
Circular.
The Tender Offer is being made available to all Qualifying
Shareholders who are on the Register at the close of business on 22
November 2019, with the exception of holders in certain Restricted
Jurisdictions.
The Company requires the authority from Shareholders to purchase
Ordinary Shares under the Tender Offer and this is being sought at
a General Meeting which is to be held at the offices of Fieldfisher
LLP at Riverbank House, 2 Swan Lane, London EC4R 3TT at 11:00 a.m.
on 25 November 2019. A circular which sets out the full details of
the Tender Offer is expected to be posted to Shareholders today.
The Circular will also be available on the Company's website
(www.checkit.net). Extracts of the Circular are set out below.
The Tender Offer is being made by N+1 Singer, the Company's
corporate broker, as principal on the basis that all Shares that it
buys under the Tender Offer will be purchased from it by the
Company.
Expected Timetable of Events
Announcement of the Proposals and date 1 November 2019
of the Circular
Tender Offer opens 1 November 2019
Latest time for receipt of Forms of Proxy 11.00 a.m. on 21 November
2019
Latest time for receipt of Tender Forms 1.00 p.m. on 22 November
and TTE Instructions in relation to the 2019
Tender Offer
Tender Offer Closing Date 1.00 p.m. on 22 November
2019
Tender Offer Record Date 6.00 p.m. on 22 November
2019
General Meeting 11.00 a.m. on 25 November
2019
Announcement of results of Tender Offer 26 November 2019
Purchase of Ordinary Shares under the 28 November 2019
Tender Offer
Posting of cheques in respect of the Tender 5 December 2019
Offer, along with any balance certificates
or the crediting of CREST accounts
For further information:
Checkit plc
+44 (0) 1223 371 000
www.checkit.net
Keith Daley (Executive Chairman)
Andrew Weatherstone (Chief Financial Officer & Company
Secretary)
Yellowstone Advisory (Investor Relations)
Alex Schlich
+44 (0) 7710 164 120
N+1 Singer (Nominated Adviser & Broker)
Shaun Dobson / George Tzimas (Corporate Finance) +44 (0) 20 7496
3000
Rachel Hayes (Corporate Broking)
Note to editors:
Checkit's real-time operations management software makes
organisations smart, safe and efficient. Our products use Internet
of Things ("IoT"), mobile and cloud technologies to ensure our
customers get the best out of their mobile teams, processes and
buildings. Checkit users operate in many sectors including Retail,
Hospitality, Healthcare, Real Estate Management and Manufacturing.
Checkit is headquartered in Cambridge, UK with its Operations
Centre in Fleet, UK and a Sales and Service office in California,
USA.
The following is extracted from the Circular to be posted to
Shareholders today:
Dear Shareholder,
Tender Offer to purchase up to 124,067,234 Ordinary Shares at 65
pence per Ordinary Share representing approximately 66.7 per cent.
of the Company's share capital and Notice of General Meeting.
Introduction
On 31 July 2019, the Company announced that it had entered into
the conditional agreement to sell the entire issued share capital
of Elektron Technology UK Limited (which holds the Bulgin business)
to a special purpose vehicle wholly-owned by Equistone Partners
Europe Limited, and its intention to return a significant majority
of the net cash proceeds from such sale to Shareholders by way of a
tender offer. The sale of Elektron Technology UK Limited was
approved by Shareholders at the General Meeting of the Company
which was held on 3 September 2019 and completed on 25 September
2019.
Accordingly, the Company now wishes to carry out the Tender
Offer and proposes to return up to approximately GBP81 million to
Qualifying Shareholders.
The Tender Offer is being made available to all Qualifying
Shareholders who are on the Register at the close of business on 22
November 2019, with the exception of holders in certain overseas
jurisdictions.
Pursuant to the Tender Offer, N+1 Singer will purchase, as
principal, up to approximately 66.7 per cent. of the issued
Ordinary Shares (two Ordinary Shares for every three held) at a
price of 65 pence per Ordinary Share, pursuant to the terms and
conditions of the Tender Offer set out in Part 2.
If the maximum number of Ordinary Shares under the Tender Offer
are acquired, this will result in an amount of approximately GBP81
million being paid to Qualifying Shareholders.
Shareholders can choose whether they want to tender their Basic
Entitlement or a lesser or greater number, subject to the number of
shares tendered by other Qualifying Shareholders.
The Tender Offer Price represents a premium of 16.1 per cent. to
the middle market closing price of 56 pence per Ordinary Share on
31 October 2019, being the latest practicable date before the
publication of this document.
The Tender Offer is being effected by N+1 Singer, the Company's
corporate broker, as principal on the basis that all Ordinary
Shares that it buys under the Tender Offer will be subsequently
repurchased from it by the Company pursuant to the terms of the
Repurchase Agreement.
Qualifying Shareholders are not obliged to tender any of their
Ordinary Shares if they do not wish to do so.
This document sets out full details of the Tender Offer and
contains at the end of this document a notice convening a General
Meeting of the Company to be held at the offices of Fieldfisher LLP
at Riverbank House, 2 Swan Lane, London EC4R 3TT at 11.00 a.m. on
25 November 2019 to consider the Resolution necessary to authorise
the Tender Offer. If the Resolution is not passed, the Company will
not be able to proceed with the Tender Offer.
The Board is unanimously recommending Shareholders to vote in
favour of the Resolution to be proposed at the General Meeting, as
the Directors intend to do in respect of their own beneficial
holdings of shares.
Each of the Significant Shareholders has undertaken to tender,
as a minimum, such number of Ordinary Shares to ensure that each of
their percentage holdings in the Company's issued share capital
does not exceed 29.9 per cent. of the Company's entire issued share
capital following the Tender Offer.
Background to the Tender Offer
On 31 July 2019, the Company announced that it had entered into
the conditional agreement for the sale of the Bulgin business to a
special purpose vehicle wholly-owned by Equistone Partners Europe
Limited by way of the sale of the entire issued share capital of
Elektron Technology UK Limited. The transaction completed on 25
September 2019, which resulted in the Company receiving net
proceeds (after all costs including the settlement of the LTIP
liability) of approximately GBP94 million. In that announcement the
Board undertook to return a significant majority of those sale
proceeds to Shareholder by way of the Tender Offer.
Following the successful passing of the resolutions at the
general meeting held on 3 September 2019 to approve the sale of
Elektron Technology UK Limited, the Company announced that it
intended to return approximately GBP81 million cash by allowing
Qualifying Shareholders to tender for repurchase by the Company two
shares for every three shares owned at a price of 65 pence per
share.
Accordingly, this document sets out the terms of the Tender
Offer.
Benefits of the Proposals
The Board considered a range of options for returning cash to
Shareholders but decided to do this by way of the Tender Offer
because it believes this process benefits both Qualifying
Shareholders and the Company. In particular, the Directors believe
that the Tender Offer:
-- provides those Qualifying Shareholders who wish to sell
Ordinary Shares with the opportunity to do so;
-- is available to all Qualifying Shareholders regardless of the size of their shareholdings;
-- ensures equal opportunity to all Qualifying Shareholders to
participate in the return of capital by offering a guaranteed Basic
Entitlement to all Qualifying Shareholders;
-- enables those Shareholders who do not wish to receive capital
at this time to maintain their full investment in the Company;
and
-- enables Ordinary Shares to be sold by Qualifying Shareholders
free of commissions or charges that would otherwise be payable by
them if they were to sell their shares through their broker.
Acceptance of the Tender Offer will constitute a return of
capital of 65 pence per share in respect of each Ordinary Share
tendered.
Details of the Tender Offer
The Directors propose that the Tender Offer be made, pursuant to
which N+1 Singer will purchase, as principal, up to approximately
66.7 per cent. of the Company's Ordinary Shares at a price of 65
pence per Ordinary Share.
The Tender Offer is being made subject to the passing of a
special resolution which will be proposed at the General Meeting.
The Tender Offer is also subject to the conditions set out in the
Repurchase Agreement and Part 2 of this document being fulfilled.
The Tender Offer is open to Qualifying Shareholders on the Register
at 6.00 p.m. on the Tender Offer Record Date.
In accordance with the terms and subject to the conditions of
the Repurchase Agreement, the Company shall purchase from N+1
Singer the Ordinary Shares which N+1 Singer has purchased pursuant
to the Tender Offer at a price of 65 pence per Ordinary Share. All
of the Ordinary Shares purchased by the Company under the
Repurchase Agreement will be cancelled.
The purchase of shares from N+1 Singer pursuant to the
Repurchase Agreement will be funded from available cash of the
Company and paid out of its distributable reserves. Accordingly,
following the completion of the Repurchase, the Company's
distributable reserves will be reduced by the size of the Tender
Offer. If the Repurchase Agreement becomes unconditional, the
Company's issued share capital will be reduced to 62,033,617
Ordinary Shares, assuming that the Tender Offer is taken up in
full. The Company does not hold any shares in treasury.
In accordance with section 702 of the Companies Act, the
Repurchase Agreement will be available for inspection without
charge by Shareholders and any other person at the Company's
registered office for at least ten years following the Tender Offer
Closing Date.
The Tender Offer involves the following:
-- The Tender Offer is being made to Shareholders (other than
Restricted Shareholders) by N+1 Singer, acting as principal, for
the purchase of up to 124,067,234 Ordinary Shares.
-- Under the Tender Offer, each Qualifying Shareholder is
entitled to tender two Ordinary Shares for every three Ordinary
Shares they hold (i.e. they are entitled to tender up to two-thirds
of their shareholding) to be purchased by N+1 Singer at the Tender
Offer Price (being 65 pence per Ordinary Share) together with
potentially further purchases depending on the number of shares
tendered by other Shareholders.
-- The Tender Offer is being made at a premium of 16.1 per cent.
to the closing mid-market price of 56 pence on 31 October 2019
(being the last practicable date prior to the publication of this
document).
-- Qualifying Shareholders will be able to decide to tender
none, some or all of their Ordinary Shares within the overall
limits of the Tender Offer.
-- Tenders in excess of a Shareholders' Basic Entitlement will
only be accepted to the extent that other Shareholders tender less
than their Basic Entitlement or do not tender any Ordinary
Shares.
-- All Ordinary Shares validly tendered by any Shareholder up to
their Basic Entitlement will be accepted in full.
-- The Tender Form to be completed by Shareholders who hold
their Ordinary Shares in certificated form contains a box to enable
those Shareholders who wish to tender their Basic Entitlement to do
so (Box 3). If you hold your Ordinary Shares in certificated form
and you tick this box, the Receiving Agent will calculate your
Basic Entitlement on the Tender Offer Record Date. If you wish to
tender a different number of shares to your Basic Entitlement,
there is an alternative space in Box 3 for you to insert such
number.
-- Shareholders who hold their Ordinary Shares in uncertificated
form (i.e. in CREST) and who wish to tender their Basic Entitlement
should send a TTE instruction through CREST to the member account
set out in paragraph 4.3 of Part 2 of this document. The Receiving
Agent will calculate your Basic Entitlement on the Tender Offer
Record Date and return any excess Ordinary Shares. If you wish to
tender a different number of shares to your Basic Entitlement, you
should send a TTE Instruction through CREST to the same member
account specifying such number of Ordinary Shares that you wish to
tender.
-- If the total number of Ordinary Shares validly tendered by
all Qualifying Shareholders equates to a number greater than
124,067,234 Ordinary Shares, tenders will be accepted in the order
set out below:
o all Ordinary Shares validly tendered by any Qualifying
Shareholder up to their Basic Entitlement will be accepted in
full;
o all Ordinary Shares validly tendered by Qualifying
Shareholders in excess of their Basic Entitlements will be
satisfied in accordance with clause 2.4 of Part 2 of this Circular
and at the
discretion of N+1 Singer; and
o the number of Ordinary Shares to be purchased in the Tender
Offer will not, in any event, exceed 124,067,234 Ordinary
Shares.
-- All successfully tendered Ordinary Shares purchased by N+1
Singer will be repurchased from N+1 Singer by the Company in
accordance with the terms of the Repurchase Agreement and will be
immediately cancelled and will not rank for any future
dividends.
-- Any rights of Shareholders who choose not to tender their
Ordinary Shares will be unaffected, however, the reduction in the
Company's issued share capital may result in a reduction in the
liquidity of the Ordinary Shares in the secondary market.
You are recommended to read Part 2 of this document which sets
out the full terms and conditions of the Tender Offer.
To the extent that the trustees of the Company's Employee
Benefit Trust accept the Tender Offer in respect of the Ordinary
Shares they hold, any cash returned pursuant to the Tender Offer
will first be applied in repaying the loan made by the Company to
such trustees, which currently stands at approximately GBP3.1
million.
Qualifying Shareholders are not obliged to tender any Ordinary
Shares and if they do not wish to participate in the Tender Offer,
they should not complete or return a Tender Form or submit a TTE
instruction in CREST.
All times and dates in this circular are indicative only and are
subject to change. If any of these times and/or dates change, the
revised times and/or dates will be notified by the Company to
Shareholders by announcement through a Regulatory Information
Service. In particular, the Company reserves the right to extend
the Tender Offer Closing Date should it wish to do so, including
for the purposes of permitting the Directors to participate in the
Tender Offer where they would not otherwise be able to do so on
account of being in a "close period" or otherwise having "inside
information" for the purposes of MAR.
Shareholder's option to tender for more or less than their Basic
Entitlement
Qualifying Shareholders tendering up to their Basic Entitlement
will be satisfied in full (subject to completion of the Tender
Offer).
Qualifying Shareholders are also entitled to tender a number of
Ordinary Shares in excess of their Basic Entitlement (an "Excess
Tender") if they so wish but any such Excess Tender shall only be
satisfied to the extent that other Qualifying Shareholders tender a
number of Ordinary Shares that is less than their Basic Entitlement
so that the aggregate number of shares tendered does not in any
event exceed 124,067,234 Ordinary Shares.
Repurchase Agreement
The Company and N+1 Singer entered into a repurchase agreement
on 1 November 2019, pursuant to which the Company has agreed to
purchase from N+1 Singer, on market, such number of shares as N+1
Singer shall purchase pursuant to the Tender Offer, at an aggregate
price equal to the amount paid by N+1 Singer for those shares.
N+1 Singer may terminate the Tender Offer if it receives notice
from the Company that, in the Company's reasonable opinion, one or
more of the Conditions set out in sub-paragraph 2.2 of Part 2 of
this document have not been satisfied.
In acquiring the Ordinary Shares pursuant to valid tenders made
in the Tender Offer and in selling such shares to the Company, N+1
Singer will act as principal.
The Repurchase Agreement is governed by and construed in
accordance with English Law.
General Meeting
The on market purchase of shares pursuant to the Tender Offer,
requires, inter alia, the passing of a special resolution by
Shareholders.
There is set out at the end of this document a notice convening
a General Meeting of the Company to be held at the offices of
Fieldfisher LLP at Riverbank House, 2 Swan Lane, London EC4R 3TT on
25 November 2019 at 11.00 a.m. at which the Resolution will be
proposed.
Takeover Code
As a public company which has its registered office in the
United Kingdom and which has its Ordinary Shares admitted to
trading on AIM, the Company is subject to the Takeover Code. Under
Rule 9 of the Takeover Code, any person who acquires an interest
(as such term is defined in the Takeover Code) in shares which,
taken together with the shares in which he and persons acting in
concert with him are interested, carry 30 per cent. or more of the
voting rights in a company which is subject to the Takeover Code is
normally required to make a general offer to all of the remaining
shareholders to acquire their shares.
Similarly, when any person, together with persons acting in
concert with him, is interested in shares which in aggregate carry
not less than 30 per cent. but does not hold shares carrying more
than 50 per cent. of the voting rights of such a company, a general
offer will normally be required if any further interests in shares
are acquired by any such person. Such an offer would have to be
made in cash at a price not less than the highest price paid by
him, or by any member of the group of persons acting in concert
with him, for any interest in shares in the company during the 12
months prior to the announcement of the offer.
Under Rule 37.1 of the Takeover Code, when a company purchases
its own voting shares, a resulting increase in the percentage of
shares carrying voting rights in which a person or group of persons
acting, or presumed to be acting, in concert is interested will be
treated as an acquisition for the purpose of Rule 9. A shareholder
not acting in concert with the directors will not normally incur an
obligation to make a general offer under Rule 9 if, as a result of
the purchase of its own shares by a company, he comes to exceed the
percentage limits set out in Rule 9. However, this exception will
not normally apply when a shareholder (or any relevant member of a
group of persons acting in concert) not acting, or presumed to be
acting, in concert with any one or more of the directors has
acquired an interest in shares at a time when he had reason to
believe that such a purchase of its own shares by the company would
take place.
N+1 Singer will purchase, as principal, voting shares under the
Tender Offer which could result in N+1 Singer acquiring an interest
in Shares carrying 30 per cent. or more of the voting rights of the
Company. Promptly following such purchase, under the terms of the
Repurchase Agreement, N+1 Singer will sell all such shares to the
Company and the Company will buy and thereafter cancel all such
shares.
Accordingly, a waiver has been obtained from the Panel on
Takeovers and Mergers in respect of the application of Rule 9 to
the purchase by N+1 Singer of the voting shares under the Tender
Offer.
Each of the Significant Shareholders has undertaken to tender,
as a minimum, such number of Ordinary Shares to ensure that each of
their percentage holdings in the Company's issued share capital
(when taken together with the shareholdings of any person or group
of persons acting, or presumed to be acting, in concert) does not
exceed 29.9 per cent. of the Company's entire issued share capital
following the Tender Offer. In such undertakings, they have also
agreed to vote for the Resolution.
Directors' and others' interests
Please see Part 3 of this document for information relating to
the Directors' and others' interests in the share capital of the
Company.
Directors' responsibility
The Directors accept responsibility for the information
contained in this document. To the best of the knowledge and belief
of the Directors (who have taken all reasonable care to ensure that
such is the case) the information contained in this document is in
accordance with the facts and does not omit anything likely to
affect the import of such information.
How to accept the Tender Offer
a. Ordinary Shares in certificated form (that is, not in
CREST)
Shareholders who hold Ordinary Shares in certificated form will
also find accompanying this document a Tender Form for use in
connection with the Tender Offer. Such Shareholders who wish to
tender some or all of the Ordinary Shares registered in their name
on the Tender Offer Record Date should complete the Tender Form in
accordance with the instructions printed thereon and in Part 2 of
this document.
The completed, signed and witnessed Tender Form together with
your valid share certificates and/or other document(s) of title
should be sent either by post or by hand (during normal business
hours only) to Link Asset Services, Corporate Actions, The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU by no later
than 1.00 p.m. on 22 November 2019.
A prepaid envelope is enclosed for this purpose (for use within
the UK only).
b. Ordinary Shares in uncertificated form (that is, in
CREST)
Shareholders who hold Ordinary Shares in CREST (uncertificated
form) who wish to take advantage of the Tender Offer should comply
with those procedures set out in Part 2 of this document in respect
of transferring uncertificated Ordinary Shares in escrow through
CREST.
To do so they should ensure that their CREST nominee custodians,
brokers or financial advisers have been advised to send the TTE
instruction through CREST so as to settle by no later than 1.00
p.m. on 22 November 2019.
Qualifying Shareholders are not obliged to tender any Ordinary
Shares and if they do not wish to participate in the Tender Offer,
they should not complete or return a Tender Form or submit a TTE
instruction in CREST.
If you have any questions about the procedure for tendering
Ordinary Shares or if you want help in completing and returning the
Tender Form or Form of Proxy, please contact Link Asset Services on
0371 664 0321. 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. - 5.30 p.m., Monday to Friday excluding public
holidays in England and Wales. Different charges may apply to calls
from mobile telephones and calls may be recorded and randomly
monitored for security and training purposes. The helpline cannot
provide advice on the merits of the Proposals nor give any
financial, legal or tax advice.
Recommendations by the Directors
The Board considers that the Tender Offer is in the best
interests of Shareholders as a whole. Accordingly, the Board
recommends that Shareholders vote in favour of the Resolution, as
they intend to do in respect of their own holdings of Ordinary
Shares representing, in aggregate, approximately 13.6 per cent. of
the issued share capital of the Company.
The Board is making no recommendation to individual Shareholders
in relation to participation in the Tender Offer. Whether or not
Shareholders decide to tender their Ordinary Shares will depend,
amongst other things, on their own individual circumstances,
including their own tax position. Shareholders are recommended to
consult an appropriately authorised independent adviser in
determining whether or not to participate in the Tender Offer and
to the extent of such participation.
Yours faithfully,
Keith Daley
Executive Chairman
For and on behalf of the Board
DEFINITIONS
"AIM" the market of that name operated
by the London Stock Exchange
"Basic Entitlement" for each Qualifying Shareholder,
two Ordinary Shares for every three
held, representing up to approximately
two thirds of the Ordinary Shares
held by such Qualifying Shareholder
on the Tender Offer Record Date
"Board" or "Directors" the board of directors of the Company
"certificated form" in relation to an Ordinary Share,
or "certificated" recorded on the Company's register
as being held in certificated form
(that is not in CREST)
"Circular" the circular to Shareholders setting
out the full terms of the Tender
Offer, which is expected to be posted
today
"Companies Act" the Companies Act 2006, as amended
"Company" Checkit plc (formerly Elektron Technology
plc)
"CREST" the system for the paperless settlement
of trades in securities and the holding
of uncertificated securities operated
by Euroclear in accordance with the
CREST Regulations
"CREST Regulations" or "Regulations" the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755), as amended
from time to time
"Euroclear" Euroclear UK & Ireland Limited, the
operator of CREST
"Form of Proxy" the form of proxy for the General
Meeting which accompanies the circular
"General Meeting" the General Meeting of the Company
to be held at the offices of Fieldfisher
LLP at Riverbank House, 2 Swan Lane,
London EC4R 3TT at 11.00 a.m. on
25 November 2019
"Group" the Company and all its subsidiary
undertakings at the date hereof
"London Stock Exchange" London Stock Exchange plc
"MAR" The Market Abuse Regulation (EU/596/2014)
"N+1 Singer" Nplus1 Singer Advisory LLP
"Ordinary Shares" the issued ordinary shares of 5 pence
each in the Company
"Overseas Shareholder" a Shareholder who is resident in,
or a citizen of, a jurisdiction outside
the United Kingdom
"Proposals" the proposals for the Tender Offer
and the Repurchase, as described
in the circular
"Qualifying Shareholders" shareholders who are entitled to
participate in the Tender Offer who
are on the Register on the Tender
Offer Record Date and who are not
Restricted Shareholders
"Receiving Agent" Link Asset Services, Corporate Actions,
The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU
"Register" the Company's register of members
"Registrar" Link Asset Services, The Registry,
34 Beckenham Road, Beckenham, Kent
BR3 4TU
"Repurchase" the purchase by the Company of Ordinary
Shares from N+1 Singer by way of
an on market purchase pursuant to
the Repurchase Agreement
"Repurchase Agreement" the agreement dated 1 November 2019
between, amongst others, the Company
and N+1 Singer whereby the Company
shall purchase as an on market purchase
all of the Ordinary Shares purchased
by N+1 Singer pursuant to the Tender
Offer
"Resolution" the special resolution to authorise
market purchases by the Company to
be proposed at the General Meeting
"Restricted Jurisdiction" each of the United States, Canada,
Australia, New Zealand, South Africa
and Japan and any other jurisdiction
where the mailing of the circular
into or inside such jurisdiction
would constitute a violation of the
laws of such jurisdiction
"Restricted Shareholder" a Shareholder with a registered address
in a Restricted Jurisdiction
"Shareholders" holders of Ordinary Shares
"Significant Shareholders" each of D&A Income Limited, Ruffer
LLP and Mr. Keith Daley (the Company's
Chairman)
"Takeover Code" the City Code on Takeovers and Mergers
"tender" and "tendered" refers to tenders by Shareholders
of Ordinary Shares pursuant to the
Tender Offer
"Tender Conditions" shall have the meaning set out in
paragraph 2 of Part 2 of the circular
"Tender Form" the tender form issued with the circular
to Shareholders for use in respect
of Ordinary Shares held in certificated
form
"Tender Offer" the invitation by N+1 Singer to Qualifying
Shareholders to tender Ordinary Shares
for sale to N+1 Singer on the terms
and subject to the conditions set
out in the circular and, in the case
of Ordinary Shares held in certificated
form only, in the Tender Form
"Tender Offer Closing Date" 1.00 p.m. on 22 November 2019 (or
such later time and date as may be
subsequently notified by the Company)
"Tender Offer Price" the price of 65 pence per Ordinary
Share, being the price at which N+1
Singer is to purchase Ordinary Shares
under the Tender Offer
"Tender Offer Record Date" 6.00 p.m. on 22 November 2019
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland
"uncertificated" or in relation to an Ordinary Share,
"in uncertificated form" recorded on the Company's register
as being held in uncertificated form
in CREST and title to which may be
transferred by means of CREST
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
MSCEAAEFDAXNFAF
(END) Dow Jones Newswires
November 01, 2019 03:00 ET (07:00 GMT)
Elektron Technology (LSE:EKT)
Gráfica de Acción Histórica
De Nov 2024 a Dic 2024
Elektron Technology (LSE:EKT)
Gráfica de Acción Histórica
De Dic 2023 a Dic 2024
