TIDMIMG
RNS Number : 4360V
Imagination Technologies Group PLC
02 November 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
2 November 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
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Court sanction of Scheme
Imagination Technologies Group plc ("Imagination") announces
that the High Court of Justice in England and Wales has today
sanctioned the scheme of arrangement under Part 26 of the Companies
Act (the "Scheme") by which the recommended all cash offer for the
entire issued and to be issued share capital of Imagination (the
"Acquisition") by CBFI Investment Limited ("CBFI"), a newly
incorporated company, indirectly owned by Canyon Bridge Fund I, LP,
a fund managed by U.S. headquartered Canyon Bridge Capital
Partners, LLC, is being implemented. The Scheme has become fully
unconditional, subject only to the delivery of the Court Order to
the Registrar of Companies.
It is anticipated that the Effective Date will be today, 2
November 2017, being the date that the Court Order is expected to
be delivered to the Registrar of Companies.
The Scheme Record Time will be 6.00 p.m. (London time) on 3
November 2017. No transfers of Imagination Shares will be
registered after this time.
Applications will be made to the London Stock Exchange and the
UK Listing Authority in relation to the de-listing of Imagination
Shares from the Official List and the cancellation of the admission
to trading of Imagination Shares on the Main Market of the London
Stock Exchange which is expected to take effect by 8.00 a.m.
tomorrow, 3 November 2017.
There has therefore been a change to the expected timetable of
principal events for the Acquisition as set out below:
Event Expected time/date(1)
Last day of dealings in Imagination Thursday 2 November
Shares 2017
Effective Date of the Scheme Thursday 2 November
2017
De-listing of Imagination 8.00.a.m on Friday
Shares 3 November 2017
Last day for registration 6.00 p.m. on Friday
of transfers of, and disablement 3 November 2017
in CREST of Imagination shares
Scheme Record Time 6.00 p.m. on Friday
3 November 2017
Despatch of cheques and crediting By 16 November 2017
of CREST for cash consideration
due under the Scheme
(1) These times and dates are indicative only and will depend,
among other things, on when the Court Order sanctioning the Scheme
is delivered to the Registrar of Companies. Imagination will give
notice of any change(s) by issuing an announcement through a
Regulatory Information Service and, if required by the Panel, post
notice of the change(s) to Imagination Shareholders and persons
with information rights.
Full details of the Acquisition are set out in the scheme
document published on 9 October 2017 (the "Scheme Document").
Unless otherwise defined, all capitalised terms in this
announcement ("Announcement") shall have the meaning given to them
in the Scheme Document.
Enquiries
Imagination Technologies Group Tel: 01923 260
plc 511
Andrew Heath, Chief Executive
Officer
Guy Millward, Chief Financial
Officer
Rothschild (Lead financial adviser Tel: 020 7280
and sole Rule 3 adviser to Imagination) 5000
Ravi Gupta/Warner Mandel/Yuri
Shakhmin/Pietro Franchi
Jefferies International
(Financial adviser and corporate Tel: 020 7029
broker to Imagination) 8000
Nick Adams/Daniel Aharoni/David
Watkins
Instinctif Partners (PR advisor Tel: 020 7457
to Imagination) 2020
Adrian Duffield/Kay Larsen/Chantal
Woolcock
Important notices
N M Rothschild & Sons Limited, which is authorised by the
FCA in the United Kingdom, is acting exclusively for Imagination
and no one else in connection with the Acquisition and will not be
responsible to anyone other than Imagination 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.
Jefferies International Limited, which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively
for Imagination and no one else in connection with the Acquisition
and will not be responsible to anyone other than Imagination 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. 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.
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 is 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.
Forward looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by CBFI and
Imagination contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
CBFI and Imagination about future events, and are therefore subject
to risks and uncertainties which could cause actual results to
differ materially from the future results expressed or implied by
the forward-looking statements. The forward-looking statements
contained in this Announcement include statements relating to the
expected effects of the Acquisition on CBFI and Imagination, the
expected timing and scope of the Acquisition and other statements
other than historical facts. 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", "should",
"could", "would", "may", "anticipates", "estimates", "cost-saving",
"projects", "goal", "strategy", "budget", "forecast" or "might" 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, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of CBFI's or
Imagination's operations resulting from the Acquisition; and (iii)
the effects of government regulation on CBFI's or Imagination's
business.
These forward looking statements are not guarantees of future
financial performance. Except as expressly provided in this
Announcement, they have not been reviewed by the auditors of CBFI
or Imagination or their respective financial advisers. 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 the
satisfaction of the Conditions, as well as additional factors, such
as: fluctuations in the capital markets; fluctuations in interest
and exchange rates; the occurrence of unforeseen disasters or
catastrophes; political or economic instability in principal
markets; adverse outcomes in litigation; and general, local and
global economic, political, business and market conditions. Other
unknown or unpredictable factors could cause actual results to
differ materially from those in the forward-looking statements.
Such forward-looking statements should therefore be construed in
the light of such factors. Neither CBFI nor Imagination, nor any of
their respective associates or directors, officers or advisers,
provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually
occur. Due to such uncertainties and risks, readers are cautioned
not to place undue reliance on such forward looking statements. All
subsequent oral or written forward looking statements attributable
to CBFI or Imagination 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. CBFI and Imagination disclaim any obligation to
update or revise any forward looking or other statements contained
herein, whether as a result of new information, future events, or
otherwise, other than in accordance with their legal and regulatory
obligations.
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 and Imagination's website at
https://www.imgtec.com/sales-process/. 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
MSCLLFSSLFLFIID
(END) Dow Jones Newswires
November 02, 2017 10:46 ET (14:46 GMT)
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