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RNS Number : 8040G
Telit Communications PLC
28 July 2021
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
28 JULY 2021
RECOMMED CASH OFFER
for
TELIT COMMUNICATIONS PLC ("TELIT")
by
TRIESTE ACQUISITIONS HOLDING LIMITED ("BIDCO")
to be effected
by way of a scheme of arrangement
under Part 26 of the Companies Act 2006
RESULTS OF COURT MEETING AND GENERAL MEETING HELD ON 28 JULY
2021
On 25 May 2021, the boards of Bidco and Telit announced that
they had reached agreement on the terms of a recommended cash offer
to be made by Bidco for the entire issued and to be issued ordinary
share capital of Telit other than the Telit Shares held by funds
managed by DBAY (the "Acquisition").
Telit is pleased to announce the results of the Court Meeting
and General Meeting held today, in connection with the Acquisition
intended to be effected by means of a court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").
Full details of the resolutions that were proposed are set out
in the notices of the Court Meeting and General Meeting contained
in the scheme document published on 18 June 2021 in connection with
the Acquisition (the "Scheme Document").
At the Court Meeting, the requisite majority of Scheme
Shareholders voted in favour of the resolution to approve the
Scheme.
At the General Meeting, the requisite majority of Telit
Shareholders voted to pass the Special Resolution to approve and
implement the Scheme (including, without limitation, the amendment
of Telit's articles of association).
Voting results of the Court Meeting
The results of the poll at the Court Meeting are set out in the
table below. Each Scheme Shareholder present in person or by proxy
(including, in each case, remotely via the Virtual Meeting
Platform) was entitled to one vote for each Scheme Share held at
the Voting Record Time.
Results Number Percentage Number of Percentage Number of Scheme
of Court of Scheme of Scheme Scheme Shareholders of Scheme Shares voted
Meeting Shares Shares voted who voted Shareholders as a percentage
voted (3) (4) who voted of the issued
(3) (4) ordinary share
capital eligible
to be voted
at the Court
Meeting (2)
For (1) 67,207,191 90.47% 45 8 3 .33% 67.60%
----------- -------------- --------------------- -------------- ------------------
Against 7,077,832 9.53% 18 33.3 3 % 7.12%
----------- -------------- --------------------- -------------- ------------------
Total 74,285,023 100.00% 5 4 100% 74.72%
----------- -------------- --------------------- -------------- ------------------
(1) Any proxy appointments which gave discretion to the Chairman
have been included in the vote 'For' total.
(2) The total number of Scheme Shares in issue and eligible
to vote on the Scheme at the Voting Record Time was 99,419,617.
(3) Rounded to two decimal places.
(4) The total of Scheme Shareholders voting for and against
the resolution exceeds the total number of Scheme Shareholders
who voted as 9 registered members gave instructions for votes
to be cast in favour of the resolution in respect of part of
their holding of Scheme Shares and against the resolution in
respect of another part of their holding of Scheme Shares.
Voting results of the General Meeting
The results of the poll at the General Meeting are set out in
the table below. Each Telit Shareholder present in person or by
proxy (including, in each case, remotely via the Virtual Meeting
Platform) was entitled to one vote for each Telit Share held at the
Voting Record Time.
Results of Number of Telit Percentage of Number of Telit Shares
General Meeting Shares voted Telit Shares voted as a percentage
voted (3)(4) of the total number
of Telit Shares in
issue (3)(4)
For (1) 97,973,359 89.09% 72.90%
---------------- -------------- -----------------------
Against 11,977,384 10.89% 8.91%
---------------- -------------- -----------------------
Withheld
(2) 24,051 0.02% 0.02%
---------------- -------------- -----------------------
Total 109,974,794 100% 81.83%
---------------- -------------- -----------------------
(1) Any proxy appointments which gave discretion to the Chairman
have been included in the vote 'For' total.
(2) A vote withheld is not a vote in law and is not counted
in the calculation of the proportion of votes 'For' or 'Against'
the Special Resolution.
(3) The total number of Telit Shares in issue at the Voting
Record Time was 134,389,782, of which none were held in treasury.
Consequently, the total number of voting rights in Telit at
the Voting Record Time were 134,389,782.
(4) Rounded to two decimal places.
Effective Date and Timetable
The outcome of today's meetings means that Conditions 2(a) and
2(b) (as set out in Part A of Part 4 of the Scheme Document) have
been satisfied. The Acquisition remains subject to the satisfaction
or (if capable of waiver) waiver of the remaining Conditions,
including: (i) CFIUS approval in connection with the Acquisition;
and (ii) the sanction of the Scheme by the Court.
The expected timetable of principal events for the
implementation of the Scheme remains as set out in the Scheme
Document. An update to the expected timetable, including the time
and date of the Court Hearing to sanction the Scheme, will be
announced through a Regulatory Information Service following
receipt of the CFIUS approval. Subject to the Scheme being
sanctioned by the Court at the Court Hearing and the delivery of
the Court Order to the Registrar of Companies, the Scheme is
expected to become Effective on the second Business Day following
the Court Hearing, which is expected to occur in the second half of
2021 .
The dates and times given in the expected timetable are
indicative only and are based on Telit's current expectations and
may be subject to change (including as a result of changes to the
regulatory timetable). If any of the expected times and/or dates
change, the revised times and/or dates will be notified to Telit
Shareholders by announcement through a Regulatory Information
Service, with such announcement being made available on Telit's
website at:
https://www.telit.com/about/investor-relations/possible-offers/
.
General
Copies of the resolutions passed at the Court Meeting and the
General Meeting will be submitted today to the National Storage
Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Scheme
Document is also available for inspection on the National Storage
Mechanism.
Capitalised terms used in this announcement shall, unless
otherwise defined, have the same meanings as set out in the Scheme
Document, a copy of which is available, subject to certain
restrictions relating to persons in Restricted Jurisdictions, on
Telit's website at:
https://www.telit.com/about/investor-relations/possible-offers/
.
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown as
totals in certain tables may not be an arithmetic aggregation of
the figures that precede them.
Enquiries
Telit Communications PLC
Paolo Dal Pino, CEO Tel: +44 20 3289
Eyal Shefer, CFO 3831
Rothschild & Co (Financial adviser under Rule 3 of the Code
to Telit)
Warner Mandel/Pietro Franchi Tel: +44 20 7280
5000
FinnCap (Financial adviser, Nomad and broker to Telit)
Henrik Persson/Giles Rolls/Charlie Beeson Tel: +44 20 7220
(corporate finance) 0500
Tim Redfern/Richard Chambers (corporate
broking)
FinElk (Public relations adviser to Telit)
Robin Haddrill/Cornelia Schnepf Tel: +44 7387 108
998
Email: telit@finelk.eu
Important notices
Rothschild & Co, which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively as financial
adviser under Rule 3 of the Code to Telit in connection with the
matters set out herein and for no one else and will not be
responsible to anyone other than Telit for providing the
protections afforded to its clients or for providing advice in
relation to the matters set out herein. Neither Rothschild & Co
nor any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Rothschild & Co in connection with any
statement contained herein, the Acquisition or otherwise.
FinnCap, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for Telit and for no one else
in connection with the subject matter of this announcement and will
not be responsible to anyone other than Telit for providing the
protections afforded to its clients or for providing advice in
connection with the subject matter of this announcement.
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise. The
Acquisition will be made solely through the Scheme Document and the
accompanying Forms of Proxy and Form of Election, which contain the
full terms and conditions of the Acquisition. Any approval,
decision or other response to the Acquisition should be made only
on the basis of the information in the Scheme Document. Telit
Shareholders are strongly advised to read the formal documentation
in relation to the Acquisition. Each Telit Shareholder is urged to
consult its independent professional adviser immediately regarding
the tax consequences to it (or its beneficial owners) of the
Acquisition.
This announcement has been prepared for the purpose of complying
with English law 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 England.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas shareholders
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves about, and
observe, any applicable legal or regulatory requirements. In
particular the ability of persons who are not resident in the UK to
vote their Telit Shares at the Court Meeting or General Meeting, or
to appoint another person as proxy to vote at the Court Meeting or
General 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 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 purpose of complying
with the laws of England and Wales, Market Abuse Regulation, AIM
Rules 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 of England and Wales. Unless otherwise determined by Bidco
or required by the Code, and permitted by applicable law and
regulation, the Acquisition will not be made available directly or
indirectly in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may
vote in favour of the Acquisition by use of mail or any other means
or instrumentality (including, without limitation, facsimile, email
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or any facility of a national, state or
other securities exchange of, any Restricted Jurisdiction.
Copies of this announcement and any formal documentation
relating to the Acquisition will not be and must not be, directly
or indirectly, mailed or otherwise forwarded, distributed or sent
in, into or from any Restricted Jurisdiction or any jurisdiction
where to do so would violate the laws of that jurisdiction and
persons receiving such documents (including custodians, nominees
and trustees) must not mail or otherwise forward, distribute or
send them in, into or from any Restricted Jurisdiction. Doing so
may render invalid any related purported vote in respect of the
Acquisition.
Where Bidco believes that an election for the Alternative Offer
by any Scheme Shareholder may infringe applicable legal or
regulatory requirements, or may result in a requirement for a
registration under the securities laws of any Restricted
Jurisdiction, Bidco will have the right to deem that such Scheme
Shareholder has not validly elected for the Alternative Offer and
such Scheme Shareholder will instead receive the Cash Offer in
respect of the Scheme Shares which were subject to such an election
in accordance with the terms of the Acquisition.
Further details in relation to Telit Shareholders in overseas
jurisdictions are contained in the Scheme Document.
Additional information for US investors
The Acquisition relates to the shares of a UK company and is
being made by means of a scheme of arrangement provided for under
the laws of England and Wales. A transaction effected by means of a
scheme of arrangement is not subject to the proxy solicitation or
tender offer rules under the Exchange Act and is exempt from the
registration requirements of the Securities Act. Accordingly, the
Acquisition will be subject to disclosure requirements and
practices applicable in the UK and to schemes of arrangement under
the laws of England and Wales, which are different from the
disclosure and other requirements applicable to a US tender offer.
Neither the SEC, nor any securities commission of any state of the
United States, has approved or disapproved any offer, or comment
upon the adequacy or completeness of any of the information
contained in document. Any representation to the contrary is a
criminal offence in the United States.
Financial information relating to Telit included in the Scheme
Document has been or will have been prepared in accordance with
accounting standards applicable in the United Kingdom that may not
be comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the United States.
The Consideration Loan Notes to be issued pursuant to the Scheme
under the Alternative Offer may not be offered or sold in the
United States absent registration or an exemption from
registration. No US offer of such Consideration Loan Notes will be
made in the United States. The Consideration Loan Notes have not
been and will not be registered under the Securities Act or under
the relevant securities laws of any state or territory or other
jurisdiction of the United States and will not be listed on any
stock exchange in the United States, and may not be offered, sold
or delivered, directly or indirectly, in, into or from the United
States. Neither the SEC nor any US state securities commission has
approved or disapproved of the Consideration Loan Notes or
determined that this announcement or the Scheme Document is
accurate or complete. Any representation to the contrary is a
criminal offence.
Telit Shareholders located or resident in the United States or
who are otherwise US Persons will not be permitted to elect receipt
of the Consideration Loan Notes pursuant to the Alternative Offer,
and any purported election to receive Consideration Loan Notes
pursuant to the Alternative Offer by Telit Shareholders from the
United States, or which, at the sole discretion of Bidco, appear to
be made in respect of Telit Shares beneficially held by persons
located or resident in the United States or who otherwise appear to
be US Persons will not be accepted. Accordingly, Telit Shareholders
located or resident in the United States or who are otherwise US
Persons will receive cash pursuant to the Scheme, and no
Consideration Loan Notes will be issued to any such Telit
Shareholder.
By electing for receipt of the Consideration Loan Notes pursuant
to the Alternative Offer, Telit Shareholders will be deemed to
represent and warrant, on behalf of themselves and any person on
whose behalf they beneficially hold their Telit Shares, that they:
(i) are not located or resident in the United States or otherwise a
US Person; and (ii) are not electing receipt of Telit Shares
pursuant to the Alternative Offer with a view to, or for offer or
sale of Consideration Loan Notes in connection with, any
distribution thereof (within the meaning of the Securities Act) in
the United States or to US Persons.
The receipt of cash consideration pursuant to the Cash Offer by
a US holder of Telit Shares as consideration for the transfer of
its Scheme Shares pursuant to the Scheme 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
holder is urged to consult his independent professional adviser
immediately regarding the tax consequences of the Acquisition
applicable to him, her or it.
It may be difficult for US holders of Telit Shares to enforce
their rights and any claims they may have arising under US Federal
securities laws in connection with the Acquisition, since Telit is
organised under the laws of a country other than the United States,
and some or all of its officers and directors may be residents of
countries other than the United States, and most of the assets of
Telit are located outside of the United States. US holders of Telit
Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of US Federal securities
laws. Further, it may be difficult to compel a non-US company and
its affiliates to subject themselves to a US court's jurisdiction
or judgment.
The Acquisition may, in the circumstances provided for in the
Scheme Document, instead be carried out by way of a Takeover Offer
under the laws of England and Wales. If Bidco exercises, with the
consent of the Takeover Panel and subject to the terms of the
Co-operation Agreement, its right to implement the Acquisition by
way of a Takeover Offer, such Takeover Offer will be made in
compliance with applicable US tender offer and US Federal
securities laws and regulations, including the exemptions
therefrom. In accordance with normal UK practice and pursuant to
rule 14e-5(b) of the Exchange Act, Bidco or its nominees, or its
brokers (acting as agents), may, from time to time, make certain
purchases of, or arrangements to purchase, Telit Shares outside of
the United States, other than pursuant to the Acquisition, until
the date on which the Acquisition becomes effective, lapses or is
otherwise withdrawn, in compliance with applicable law, including
the Exchange Act. 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, oral statements made regarding the
Acquisition, and other information published by Bidco and Telit
contain statements which are, or may be deemed to be,
"forward-looking statements" with respect to Bidco or Telit. These
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts. Forward-looking
statements often (but not always) use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could" or other words
or terms of similar meaning or the negative thereof.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
Bidco or Telit and potential synergies resulting from the
Acquisition; and (iii) the effects of government regulation on the
business of Bidco or Telit.
Although Bidco and Telit believe that the expectations reflected
in such forward-looking statements are reasonable, Bidco and Telit
can give no assurance that such expectations will prove to be
correct. These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause actual
results, performance or developments to differ materially from
those expressed in or implied by such forward-looking statements.
These forward-looking statements are based on numerous assumptions
regarding present and future strategies and environments. You are
cautioned not to place undue reliance on such forward-looking
statements, which speak only as at the date hereof. All subsequent
oral or written forward-looking statements attributable to Bidco or
Telit or any person acting on their behalf are expressly qualified
in their entirety by the cautionary statement above. Should one or
more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary
materially from those described in this announcement. Bidco and
Telit expressly disclaim any intention or obligation to update
publicly or revise forward-looking or other statements contained in
this announcement, whether as a result of new information, future
events or otherwise, except to the extent legally required.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
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: (a) the offeree company; and (b) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) of the 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 Code, any person who is, or becomes,
interested in 1 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: (a) the offeree company; and (b) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8 of the Code. A Dealing Disclosure by a
person to whom Rule 8.3(b) of the 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 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 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 Takeover 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 Takeover 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.
Publication on website and availability of hard copies
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, free of charge on Telit's website at
https://www.telit.com/about/investor-relations/possible-offers/ .
Neither the contents of this website nor the content of any other
website accessible from hyperlinks on such website is incorporated
into, or forms part of, this announcement.
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END
ROMFLFSSDSITFIL
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July 28, 2021 10:51 ET (14:51 GMT)
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