TIDMIMG
RNS Number : 0640V
Canyon Bridge Capital Partners LLP
31 October 2017
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
FOR IMMEDIATE RELEASE
31 October 2017
RECOMMED CASH ACQUISITION
of
Imagination Technologies Group plc
by
CBFI Investment Limited
a wholly-owned subsidiary of funds managed by
Canyon Bridge Capital Partners, LLC
Satisfaction of US merger control condition
On 22 September 2017, Imagination Technologies Group plc
("Imagination") and CBFI Investment Limited, a newly incorporated
company ("CBFI"), indirectly owned by Canyon Bridge Fund I, LP
("Canyon Bridge"), a fund managed by U.S. headquartered Canyon
Bridge Capital Partners, LLC announced that they had reached
agreement on the terms of a recommended cash acquisition by which
the entire issued and to be issued ordinary share capital of
Imagination will be acquired by CBFI (the "Acquisition") by means
of a Court approved scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme").
CBFI announces that the waiting period under the HSR Act, as
defined in the scheme document published on 9 October 2017 (the
"Scheme Document"), expired at 11.59 p.m. (Eastern Time) on 30
October 2017.
Unless otherwise defined, all capitalised terms in this
announcement (the "Announcement") shall have the meaning given to
them in the Scheme Document.
Enquiries
Citigroup Global Markets +44 (0) 20 7986 4000
(Financial advisor and broker to CBFI and Canyon Bridge)
Jan Skarbek
Luke Spells
Robert Redshaw (Corporate Broking)
David Locala
Newgate Communications +44 (0) 20 7680 6550
(PR advisor to CBFI and Canyon Bridge)
Simon Gentry
Alistair Kellie
Zoë Pocock
Important notices
Citigroup Global Markets Limited ("Citi"), which is authorised
by the Prudential Regulation Authority and regulated by the FCA and
the Prudential Regulation Authority in the United Kingdom, is
acting exclusively for CBFI and Canyon Bridge in connection with
the matters set out in this Announcement and for no one else and
will not be responsible to anyone other than CBFI and Canyon Bridge
for providing the protections afforded to its clients or for
providing advice in relation to the Acquisition or any other
matters referred to in this Announcement.
Further information
This Announcement is for information purposes only and does not
constitute, or form part of, an offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant
to the Acquisition or otherwise, nor shall there be any sale,
issuance or transfer of securities of Imagination in any
jurisdiction in contravention of applicable law. The Acquisition
will be made solely by means of the Scheme Document or any document
by which the Acquisition is made, which contains the full terms and
conditions of the Acquisition.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
The release, publication or distribution of this Announcement in
certain jurisdictions may be restricted by law and/or regulation.
Persons who are not resident in the United Kingdom or who are
subject to the laws and regulations of other jurisdictions should
inform themselves of, and observe, any applicable requirements. In
particular, the ability of persons who are not resident in the
United Kingdom to vote their Imagination Shares with respect to the
Scheme at the Court Meeting, or to appoint another person as proxy
to vote at the Court Meeting 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 and/or regulations of
any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the
Acquisition 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, the
rules of the London Stock Exchange, the Listing 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.
Unless otherwise determined by CBFI and Imagination or required
by the Takeover Code, and permitted by applicable law and
regulation, the Acquisition will not be and must not be made
available, directly or indirectly, in, into or from a jurisdiction
where to do so would violate the laws in that jurisdiction and no
person may vote in favour of the Scheme by any such use, means,
instrumentality or form within any jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this Announcement and all documents relating
to the Acquisition are not being, and must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed
or sent in, into or from a jurisdiction where to do so would
violate the laws in that jurisdiction, and persons receiving this
document and all other documents relating to the Acquisition
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction. Persons who are not resident in the United Kingdom
should inform themselves of, and observe, any applicable
requirements.
Further details in relation to Overseas Shareholders are
contained in the Scheme Document.
The Acquisition shall be subject to the applicable requirements
of the Takeover Code, the Panel, the London Stock Exchange and the
FCA.
Additional Information for US Investors
The Acquisition relates to the shares of an English company and
is proposed to be effected by means of a scheme of arrangement
under the laws of England and Wales. Neither the proxy solicitation
rules nor the tender offer rules under the US Securities Exchange
Act of 1934, as amended, will apply to the Acquisition. Moreover,
the Acquisition is subject to the disclosure requirements and
practices applicable in the United Kingdom and under the Takeover
Code to schemes of arrangement, which differ from the disclosure
requirements of the US proxy solicitation rules and tender offer
rules. Financial information included in this Announcement has been
prepared, unless specifically stated otherwise, in accordance with
accounting standards applicable in the UK and thus may not be
comparable to the financial information of US companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the US.
The information contained in this Announcement has neither been
approved or disapproved by the US Securities and Exchange
Commission or any US state securities commission. Neither the US
Securities and Exchange Commission, nor any state securities
commission, has passed upon the fairness or merits of the proposal
described in, nor upon the accuracy or adequacy of the information
contained in, this Announcement.
It may be difficult for US holders of Imagination Shares to
enforce their rights and claims arising out of the US federal
securities laws, since CBFI and Imagination are located in
countries other than the United States, and some or all of their
officers and directors may be residents of countries other than the
United States. US holders of Imagination Shares may not be able to
sue a non-US company or its officers or directors in a non-US court
for violations of the 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.
The receipt of cash pursuant to the Acquisition 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
Imagination Shareholder is urged to consult his or her independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to him or her.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, CBFI or its nominees, or its
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Imagination Shares
outside of the US, other than pursuant to the Acquisition, until
the date on which the Acquisition becomes Effective, lapses or is
otherwise withdrawn. These purchases may occur either in the open
market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed as required in the UK, will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com.
Publication on website and hard copies
A copy of this Announcement and the documents required to be
published by Rule 26 of the Takeover Code will be made available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Canyon Bridge's website at
www.canyonbridge.com/#in-the-news. For the avoidance of doubt, the
contents of those websites are not incorporated into and do not
form part of this Announcement.
Dealing 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) of the Takeover
Code applies must be made by no later than 3.30 pm (London time) on
the 10th business day following the commencement of the Offer
Period and, if appropriate, by no later than 3.30 pm (London time)
on the 10th 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 one per cent. 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(s), save to the extent that these
details have previously been disclosed under Rule 8 of the Takeover
Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the
Takeover Code 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 of the Takeover Code.
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 of
the Takeover Code).
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPFMMFGVMNGNZG
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October 31, 2017 03:00 ET (07:00 GMT)
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