TIDMKLBT
RNS Number : 9205K
Canterbury Acquisition Limited
13 July 2017
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 13 July 2017
Recommended Cash Offer
for
Kalibrate Technologies plc ("Kalibrate")
by
Canterbury Acquisition Limited ("Hanover Bidco")
(an investment vehicle ultimately wholly-owned by Hanover Active
Equity Fund LP)
Offer declared unconditional in all respects, extension of the
Offer, and changes to the Kalibrate Board
Introduction
On 13 June 2017, the Boards of Hanover Bidco and Kalibrate
announced that they had reached agreement on the terms of a
recommended cash offer to be made by Hanover Bidco for the entire
issued and to be issued share capital of Kalibrate (the
"Offer").
The full terms and conditions and the procedures for acceptance
of the Offer are set out in full in the offer document published by
Hanover Bidco on 21 June 2017 (the "Offer Document"). Terms and
expressions used in this announcement shall, unless defined herein
or unless the context otherwise requires, have the same meanings as
given to them in the Offer Document, a copy of which is available
on Hanover Bidco's website at www.hanoverinvestors.com and
Kalibrate's website at www.kalibratetech-ir.com.
Level of acceptances
As at 1.00 pm (London time) on 12 July 2017, being the First
Closing Date of the Offer, Hanover Bidco had received valid
acceptances of the Offer in respect of 26,634,516 Kalibrate Shares
(representing approximately 78.6 per cent. of the existing issued
share capital of Kalibrate). In addition, as announced on 15 June
2017, the Hanover Bidco Group has acquired 3,561,495 Kalibrate
Shares (representing approximately 10.5 per cent. of the existing
issued share capital of Kalibrate).
Accordingly, on 12 July 2017, the Hanover Bidco Group had
acquired or had received valid acceptances of the Offer in respect
of, in aggregate, 30,196,011 Kalibrate Shares (representing
approximately 89.1 per cent. of the existing issued share capital
of Kalibrate).
The percentage holdings of Kalibrate Shares referred to in this
announcement are based upon a figure of 33,881,474 Kalibrate Shares
in issue.
Offer unconditional in all respects
Hanover Bidco is pleased to announce that the acceptance
condition to the Offer has, therefore, been satisfied and the Offer
has become unconditional as to acceptances. Hanover Bidco also
confirms that all the remaining conditions to the Offer have now
either been satisfied or waived. Accordingly, Hanover Bidco is
pleased to announce that the Offer is declared unconditional in all
respects.
Extension of Offer and actions to be taken
Hanover Bidco further announces that the Offer is being extended
and will remain open for acceptance until further notice. At least
14 days' notice will be given if Hanover Bidco decides to close the
Offer.
Kalibrate Shareholders who have not yet accepted the Offer are
urged to do so as soon as possible:
1. If you hold Kalibrate Shares in certificated form (i.e. not
in CREST) to accept the Offer you should complete, sign and return
the Form of Acceptance which accompanied the Offer Document in
accordance with paragraph 9(a) of the letter in Part II of the
Offer Document and the instructions printed thereon.
2. If you hold Kalibrate Shares in uncertificated form (i.e. in
CREST), to accept the Offer you should take (or procure the taking
of) the action set out in paragraph 9(b) of the letter in Part II
of the Offer Document. If you are a CREST sponsored member, you
should refer to your CREST sponsor as only your CREST sponsor will
be able to send the necessary TTE instruction(s) to Euroclear.
The Offer Document and a specimen Form of Acceptance are
available on Hanover Bidco's website at www.hanoverinvestors.com
and Kalibrate's website at www.kalibratetech-ir.com. Further copies
of the Offer Document and the Form of Acceptance may be obtained by
contacting Capita 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 am - 5.30 pm,
Monday to Friday excluding public holidays in England and Wales.
Please note that Capita Asset Services cannot provide any
financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes.
Irrevocable undertakings
Prior to the announcement of the Offer, Hanover Bidco had
obtained irrevocable undertakings to accept, or procure the
acceptance of, the Offer from each of the Kalibrate Directors who
hold Kalibrate Shares and from certain Kalibrate Shareholders who
are interested in aggregate in 13,562,492 Kalibrate Shares
(representing approximately 40.0 per cent. of the issued share
capital of Kalibrate). In respect of the Kalibrate Shares which are
the subject of those irrevocable undertakings, as at 1.00 pm
(London time) on 12 July 2017, Hanover Bidco had received valid
acceptances of the Offer of 13,562,492 Kalibrate Share
(representing approximately 40.0 per cent. of the issued share
capital of Kalibrate).
In addition, prior to the announcement of the Offer, Robert
Stein granted an irrevocable undertaking to Hanover Bidco in
relation to any Kalibrate Shares which he may acquire at a future
date as a result of the exercise of existing share options he holds
under the Kalibrate Share Schemes. As at the date of this
announcement, Robert Stein has "in the money" options outstanding
in respect of 2,309,044 unissued Kalibrate Shares under the
Kalibrate Share Schemes.
Interests in Kalibrate Shares
As at 12 July 2017, Hanover Bidco and persons acting in concert
with it had interests in or rights to subscribe for Kalibrate
Shares as follows:
Name Nature of Number of % of Kalibrate
Interest Kalibrate existing issued
Shares share capital
---------------- -------------- ----------- -----------------
Hanover Active Ownership
Equity Fund of Ordinary
LP Shares 3,561,495 10.5
---------------- -------------- ----------- -----------------
Save as disclosed in this announcement, as at 1.00 pm (London
time) on 12 July 2017, neither Hanover Bidco, nor any person acting
in concert with it, was interested in, or had any rights to
subscribe for any relevant securities of Kalibrate, or had any
short position (whether conditional or absolute and whether in the
money or otherwise), including any short position under a
derivative or any arrangement in relation to any relevant
securities of Kalibrate. For these purposes, "arrangement" includes
any agreement to sell or any delivery obligation or right to
require another person to purchase or take delivery of any relevant
securities of Kalibrate and any borrowing or lending of any
relevant securities of Kalibrate which have not been on-lent or
sold and any outstanding irrevocable commitment or letter of intent
with respect to any relevant securities of Kalibrate.
Cancellation of admission to trading of the Kalibrate Shares on
AIM
As set out in the Offer Document, now that the Offer has been
declared unconditional in all respects and Hanover Bidco has
acquired more than 75 per cent. of the voting rights attaching to
Kalibrate Shares, Hanover Bidco intends to procure that Kalibrate
applies to the London Stock Exchange for the cancellation of the
admission to trading of the Kalibrate Shares on AIM (the
"Cancellation"). The Cancellation is expected to take effect on 11
August 2017, being 20 business days from the date of this
announcement.
It is also anticipated that, following the Cancellation,
Kalibrate will be re-registered as a private limited company under
the relevant provisions of the Companies Act.
Kalibrate Shareholders are, therefore, encouraged to accept the
Offer as the subsequent Cancellation and the re-registration of
Kalibrate as a private limited company will significantly reduce
the liquidity and marketability of any Kalibrate Shares not already
accepted to the Offer.
Compulsory acquisition
If Hanover Bidco receives acceptances under the Offer in respect
of, and/or otherwise acquires, 90 per cent. or more of the
Kalibrate Shares to which the Offer relates, Hanover Bidco intends
to exercise its rights pursuant to the provisions of sections
974-991 of the Companies Act to acquire compulsorily the remaining
Kalibrate Shares in respect of which the Offer has not been
accepted on the same terms as the Offer.
Board changes
As a result of the Offer being declared wholly unconditional,
Philip Lawler, Richard Grogan, Neville Davis and Nick Habgood have
resigned from their positions as non-executive directors of
Kalibrate with effect from the date of this announcement. Matthew
Peacock, Tom Russell and Jog Dhody have joined the Kalibrate Board
as non-executive directors with immediate effect.
Settlement
Settlement for those Kalibrate Shareholders who have validly
accepted the Offer by 12 July 2017 will be effected promptly in
accordance with applicable English law and regulation and, in any
event, on or before 26 July 2017.
Settlement for valid acceptances in respect of the Offer
received after 12 July 2017 will be effected promptly after receipt
of that acceptance in accordance with applicable English law and
regulation and, in any event, within 14 days of receipt of that
acceptance.
Enquiries:
Hanover Investors Management LLP
Matthew Peacock Tel: +44 (0) 20 7766 8400
Tom Russell
Fred Lundqvist
Liberum Capital Limited (Financial adviser to Hanover Bidco)
Neil Patel Tel: +44 (0) 20 3100 2222
Richard Bootle
Dominik Gotzenberger
Kalibrate Technologies plc
Robert B Stein, Jr. Chief Executive Officer via FTI Consulting,
LLP
Gregg R Budoi, Chief Financial Officer
N+1 Singer (Financial adviser, nominated adviser and broker to
Kalibrate Technologies plc)
Shaun Dobson Tel: +44 (0) 20 7496 3000
Alex Price
James Hopton
FTI Consulting, LLP (PR adviser to Kalibrate Technologies
plc)
Matt Dixon Tel: +44 (0) 20 3727 1000
Chris Lane
Emma Appleton
Elena Kalinskaya
Further information
This announcement is not intended to and does not constitute, or
form part of, any offer to sell or subscribe for or an 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, nor shall there be any sale, issuance or transfer of
securities of Kalibrate in any jurisdiction in contravention of
applicable law. This announcement does not constitute a prospectus
or equivalent document.
Any acceptance or other response to the Offer should only be
made on the basis of the information contained in the Offer
Document and the Form of Acceptance. Kalibrate Shareholders who
have not yet accepted the Offer are advised to read the formal
documentation in relation to the Offer carefully.
Liberum Capital Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to Hanover Bidco and no-one else
in connection with the Offer and will not be responsible to anyone
other than Hanover Bidco for providing the protections afforded to
clients of Liberum, nor for providing advice in relation to the
Offer or any matters referred to in this announcement.
Overseas jurisdictions
The availability of the Offer in, and the release, publication
or distribution of this announcement in or into, jurisdictions
other than the United Kingdom may be restricted by law. Therefore
persons into whose possession this announcement comes who are not
resident in the United Kingdom should inform themselves about, and
observe, any applicable restrictions. Kalibrate Shareholders who
are in any doubt regarding such matters should consult an
appropriate independent adviser in the relevant jurisdiction
without delay. Any failure to comply with such restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
This announcement has been prepared for the purposes of
complying with English law and the 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 the United Kingdom.
US shareholders
The Offer is for the securities of a corporation organised under
the laws of England and Wales and is subject to the procedure and
disclosure requirements of the United Kingdom, which are different
from those of the United States. The Offer is being made in the
United States pursuant to the applicable provisions of Section
14(e) of, and Regulation 14E under, the US Securities Exchange Act
of 1934 (the "Exchange Act"), and otherwise in accordance with the
requirements of the Code. Accordingly, the Offer is subject to
disclosure and other procedural requirements, including with
respect to withdrawal rights, the offer timetable, settlement
procedures and timing of payments that are different from those
applicable under US domestic tender offer procedures and laws.
Neither the US Securities and Exchange Commission nor any US state
securities commission has approved or disapproved the Offer or
passed upon the adequacy or completeness of this announcement. It
may be difficult for US holders of Kalibrate Shares to enforce
their rights under any claim arising out of the US federal
securities laws, since Hanover Bidco and Kalibrate are located
outside of the United States, and some of their officers and
directors may be resident outside of the United States.
The receipt of cash pursuant to the Offer by a US holder of
Kalibrate Shares may be a taxable transaction for US federal income
tax purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each US shareholder of Kalibrate is
urged to consult with his, her or its independent professional
adviser regarding any acceptance of the Offer including, without
limitation, to consider the tax consequences associated with such
holder's acceptance of the Offer.
To the extent permitted by applicable law, in accordance with,
and to the extent permitted by, the Code and normal UK market
practice and Rule 14e-5 under the Exchange Act, Hanover Bidco or
its nominees or brokers (acting as agents) or their respective
affiliates may from time to time make certain purchases of, or
arrangements to purchase, Kalibrate Shares outside the United
States, other than pursuant to the Offer, before or during the
period in which the Offer remains open for acceptance. These
purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. Such purchases, or
arrangements to purchase, will comply with all applicable UK laws
and regulations, including the Code, the AIM Rules, and Rule 14e-5
under the Exchange Act to the extent applicable. Any information
about any such purchases will be disclosed in accordance with
applicable UK laws and regulations, on the Regulatory News Service
on the London Stock Exchange website, www.londonstockexchange.com.
To the extent that such information is made public in the United
Kingdom, this information will also be publicly disclosed in the
United States.
Publication of this announcement
A copy of this announcement will be available subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions on www.hanoverinvestors.com and
www.kalibratetech-ir.com by no later than 12 noon on the business
day following the date of this announcement.
The contents of Hanover Investors' website and Kalibrate's
website are not incorporated into and do not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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