TIDMZYT
RNS Number : 4601N
Zytronic PLC
01 February 2021
Capitalised terms used in this Announcement, unless otherwise
defined, have the same meanings as set out in the Circular.
1 February 2021
Zytronic plc
("Zytronic" or the "Company")
Proposed return of up to GBP10 million by way of a Tender Offer
to purchase up to 6,896,551 Ordinary Shares at 145p per share
Publication of Circular
and
Notice of General Meeting
Zytronic is pleased to announce the terms of a proposed tender
offer to buy back up to 6,896,551 Ordinary Shares from Qualifying
Shareholders at the Tender Offer Price of 145 pence per Ordinary
Share. If taken up in full, the Tender Offer will return
approximately GBP10 million of cash.
Qualifying Shareholders will be entitled to a guaranteed Basic
Entitlement, meaning that if they so wish, they can tender up to
approximately 43 per cent. of the Ordinary Shares that they
currently own and those tenders will be accepted in full.
Qualifying Shareholders may apply to tender more than their
Basic Entitlement and, subject to other Qualifying Shareholders
tendering fewer shares than their Basic Entitlements, such Excess
Applications will be accepted according to the terms of the Tender
Offer described in the Circular.
The Tender Offer Price represents a premium of approximately 14
per cent. to the average closing mid-market price over the last
five trading days to 29 January 2021, being the last practicable
date prior to the release of this announcement.
The Tender Offer is being made available to all Qualifying
Shareholders who are on the Register at the close of business on
the Tender Offer Record Date, being 23 February 2021. Qualifying
Shareholders may choose whether they want to tender some, all or
none of their shareholdings, and are not obliged to tender any of
their Ordinary Shares if they do not wish to do so.
The Company requires the authority from Shareholders to purchase
Ordinary Shares under the Tender Offer and this is being sought at
a general meeting to be held at the office of the Company at
Whiteley Road, Blaydon-on-Tyne, NE21 5NJ at 9.30 a.m. on 25
February 2021 (the "General Meeting"). Due to the ongoing COVID-19
pandemic, the General Meeting will be held as a closed meeting and
Shareholders will not be permitted to attend in person. Please
refer to the notice of General Meeting and the Circular for details
on how to vote by proxy and how to ask questions of the Board.
Further information containing the background to and reasons for
the Tender Offer is contained within the Circular, which sets out
the full details of the Tender Offer and the requisite notice of
General Meeting, and which is expected to be posted to Shareholders
later today. The Circular is also being made available shortly on
the Company's website (www.zytronicplc.com). The letter from the
Chairman contained within the Circular is 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 Ordinary
Shares that it buys under the Tender Offer will be immediately
purchased from it by the Company. All Ordinary Shares purchased by
the Company pursuant to the Tender Offer will be cancelled.
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.
Qualifying Shareholders who have any questions about the
procedure for tendering Ordinary Shares, or who are seeking help in
completing and returning the Tender Form or Form of Proxy, should
contact Computershare Investor Services PLC on 0370 707 1428.
The helpline is open between 9.00 a.m. - 5.30 p.m. Monday to
Friday excluding public holidays in England and Wales. 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.
Expected Timetable of Events
Tender Offer opens 4 February 2021
Latest time for receipt of Forms of 9.30 a.m. on 23 February
Proxy 2021
Latest time for receipt of Tender Forms 1.00 p.m. on 23 February
and TTE Instructions in relation to 2021
the Tender Offer
Tender Offer Closing Date 1.00 p.m. on 23 February
2021
Tender Offer Record Date 6.00 p.m. on 23 February
2021
General Meeting 9.30 a.m. on 25 February
2021
Announcement of result of Tender Offer 25 February 2021
Purchase of Ordinary Shares under the 26 February 2021
Tender Offer
Latest date for posting of cheques 3 March 2021
in respect of the Tender Offer, along
with any balance certificates or the
crediting of CREST accounts
Notes:
Each of these times and dates 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.
Principal Statistics of the Tender Offer
Current number of issued Ordinary Shares 16,044,041
Maximum number of Ordinary Shares to be purchased
under the Tender Offer 6,896,551
Resulting Share Capital assuming maximum take-up
of the Tender Offer 9,147,490
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 as retained In UK law
pursuant to Section 3 of the European Union (Withdrawal) Act 2018
("MAR").
Enquiries:
Zytronic plc
Mark Cambridge, Chief Executive
Claire Smith, Group Finance Director
and Company Secretary 0191 414 5511
N+1 Singer (Nominated Adviser and
Broker)
Aubrey Powell, Rachel Hayes, Amanda
Gray 020 7496 3000
About Zytronic
Zytronic is a world-renowned developer and manufacturer of a
unique range of internationally award winning optically transparent
interactive touch sensor overlay products for use with electronic
displays in industrial, self-service and public access
equipment.
Zytronic's products employ a sensing solution that is readily
configurable and embedded in a laminate core that offers
significant durability, environmental stability and optical
enhancement benefits to system designers specific requirements.
Zytronic has continually developed process and technological
know-how and IP since the late 1990's around two sensing
methodologies; the first being single touch self-capacitive which
Zytronic markets as PCT(TM) ("Projected Capacitive Technology") and
the second being multi-touch, multi-user mutual-capacitive which
Zytronic markets as MPCT(TM) ("Mutual Projected Capacitive
Technology"), in which Zytronic holds five granted patents.
Zytronic operates from a single site near Newcastle-upon-Tyne in
the United Kingdom. Zytronic is relatively unique in the touch
eco-system as it offers a complete one-stop solution from
processing internally the form and factor of the glass substrates,
assembles their touch overlay products to a customer's specific
requirements, in environmentally controlled cleanrooms and develops
the bespoke firmware, software and electronic hardware to link the
interactive overlays to a customer's integrated systems and
products.
Important Information
This Announcement should be read in full, and the Circular
should be read in full by those lawfully entitled to be in
possession of it. If you are in any doubt about what action you
should take, you should consult your stockbroker, bank manager,
solicitor, accountant or other financial adviser authorised under
the Financial Services and Markets Act 2000.
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 TER 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 TER OFFER, WHICH
SHAREHOLDERS ARE URGED TO READ CAREFULLY.
Further Information
This announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
and/or the Directors' current expectations or projections about
future events. These statements, which sometimes use words such as
"anticipate", "believe", "intend", "estimate", "expect" and words
of similar meaning, reflect the Directors' beliefs and expectations
and involve a number of risks, uncertainties and assumptions that
could cause actual results and performance to differ materially
from any expected future results or performance expressed or
implied by any such forward-looking statement. Statements contained
in this announcement regarding past trends or activities should not
be taken as a representation that such trends or activities will
continue in the future. The information contained in this
announcement is subject to change without notice and neither N+1
Singer nor the Company, except as required by applicable law,
assumes any responsibility or obligation to update publicly or
review any of the forward-looking statements contained herein. You
should not rely on forward-looking statements, which speak only as
of the date of this announcement.
CHAIRMAN'S LETTER TO SHAREHOLDERS
Dear Shareholder,
Proposed return of up to GBP10 million by way of a Tender Offer
to purchase up to 6,896,551 Ordinary Shares at 145 pence per
Ordinary Share representing approximately 43 per cent. of the
Company's share capital and Notice of General Meeting.
Introduction
The Board has previously announced, in the Company's Final
Results for the 12 months ended 30 September 2020 (released on 8
December 2020), that a large proportion of the year-end cash
balances of GBP14 million are surplus to current requirements and
that it may be appropriate to distribute surplus cash by a share
buy-back, and the Company would seek Shareholder approval for the
requisite authorities at the next general meeting.
The Company now intends to launch a tender offer to purchase up
to 6,896,551 ordinary shares at the Tender Offer Price of 145
pence, being a premium of approximately 14 per cent. to the average
mid-market closing price over the last five trading days. If the
maximum number of Ordinary Shares are acquired in the Tender Offer,
this will result in an amount of approximately GBP10 million being
returned to Shareholders.
The Tender Offer is being made available to all Qualifying
Shareholders who are on the Register at the close of business on 23
February 2021.
Qualifying Shareholders can choose whether they want to tender
some, all, or none of their shareholdings. The extent to which any
tenders in excess of Basic Entitlements will be accepted is subject
to other Qualifying Shareholders having tendered less than their
Basic Entitlements. Qualifying Shareholders are not obliged to
tender any of their Ordinary Shares if they do not wish to do
so.
The Circular sets out the background to and reasons for the
Tender Offer and why the Directors believe the Tender Offer to be
in the best interests of the Company and its Shareholders as a
whole. The Circular also contains full details of the Tender Offer
including the procedure that should be followed by those Qualifying
Shareholders who wish to participate in the Tender Offer.
The Circular also contains a notice convening a General Meeting
of the Company, to be held at the office of the Company at Whiteley
Road, Blaydon-on-Tyne, NE21 5NJ at 9.30 a.m. on 25 February 2021,
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. Shareholders are reminded that,
given the current government restrictions in relation to the
COVID-19 pandemic, the Board has decided to prohibit Shareholders
attending the General Meeting in person with the exception of the
minimum number of Directors as Shareholders needed to form a
quorum. Any Shareholder who attempts to attend the General Meeting
in person will be refused entry. As such, voting on the Resolution
at the General Meeting shall be decided by way of a poll and not by
a show of hands. The Company strongly encourages all Shareholders
to submit their Form of Proxy, appointing the Chairman of the
General Meeting as proxy.
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 representing approximately 1.5 per cent. of the
voting rights in the Company.
As described below, in the event that the Tender Offer is not
fully taken up, the passing of the Resolution will also enable the
Company to use the balance of the authority granted at the General
Meeting to make on-market purchases of Ordinary Shares from time to
time. Should this be likely, a further announcement would be made
in due course. Shareholders should note that the price paid in such
buy-backs, if there are any, would not necessarily be the Tender
Offer Price but (consistent with the buy-back authority being
sought at the Annual General Meeting, which is being held
immediately prior to the General Meeting, and which is in addition
to any authority granted at the General Meeting) at a price of not
more than a 5.0 per cent. premium to the average closing mid-market
price for the five business days prior to the purchase.
Background to the Tender Offer
The Company had, until this financial year, a 17 year record of
profitability and strong cash generation, with an unbroken dividend
record between 2005 and 2020, during which time it had also
accumulated cash balances of GBP14 million.
In May 2020 as the COVID-19 pandemic began to significantly
affect the business, the Board decided the Company should not pay a
dividend until there was a return towards normality.
The Board has, since then, taken the necessary action to adjust
operations to meet the lower levels of demand, but a recovery to
profitability may take some time and is dependent on a successful
worldwide vaccination programme allowing markets to re-open.
However, having considered the future cash requirements and
after retaining sufficient funds for working capital, the Company
is in the position to return GBP10 million surplus cash to
Shareholders to provide them with the opportunity to realise some
of their investment in the Company.
Benefits of the Proposals
The Board considered a range of options for returning cash to
Shareholders but decided to proceed by way of the Tender Offer as
it believes this process benefits both Qualifying Shareholders and
the Company.
In particular, the Directors believe that the Tender Offer:
-- ensures equal opportunity to all Qualifying Shareholders to
participate in the return of capital by offering a guaranteed Basic
Entitlement of approximately 43 per cent. of their
shareholding;
-- enables those Shareholders who do not wish to receive capital
at this time to maintain their full investment in the Company;
-- provides those Qualifying Shareholders who wish to sell
Ordinary Shares with the opportunity to do so, without dealing
costs; and
-- is available to all Qualifying Shareholders regardless of the size of their shareholdings.
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
43 per cent. of the Company's Ordinary Shares at a price of 145
pence per Ordinary Share, subject to the terms and conditions of
the Tender Offer set out in Part 2 of the Circular.
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
Share Purchase Agreement and Part 2 of the Circular 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 Share Purchase 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 145 pence per Ordinary Share. All
of the Ordinary Shares purchased by the Company under the Share
Purchase Agreement will be cancelled.
The purchase of shares from N+1 Singer pursuant to the Share
Purchase Agreement will be funded from the surplus cash of the
Company and paid out of its distributable reserves. Accordingly,
following the completion of the Purchase, the Company's
distributable reserves will be reduced by the size of the Tender
Offer. If the Share Purchase Agreement becomes unconditional and
the Tender Offer is taken up in full, the Resulting Share Capital
would comprise 9,147,490 Ordinary Shares. The Company does not hold
any shares in treasury.
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
purchased from it by the Company pursuant to the terms of the Share
Purchase Agreement.
In accordance with section 702 of the Companies Act, the Share
Purchase 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 Qualifying Shareholders by
N+1 Singer, acting as principal, for the purchase of up to
6,896,551 Ordinary Shares, representing approximately 43 per cent.
of the Existing Share Capital.
-- Under the Tender Offer, each Qualifying Shareholder is
entitled to tender their Basic Entitlement (representing
approximately 43 per cent. of their shareholding) with potentially
further sales depending on whether the number of shares tendered by
all Qualifying Shareholders is less than the aggregate Basic
Entitlement.
-- The opportunity for Qualifying Shareholders to sell Ordinary
Shares at a premium of approximately 14 per cent. to the average of
the mid-market price over the five trading days to 29 January 2021
(being the last practicable date prior to the publication of the
Circular).
-- 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 Qualifying Shareholder's Basic
Entitlement will only be accepted to the extent that other
Qualifying Shareholders tender less than their Basic Entitlement or
do not tender any Ordinary Shares.
-- All Ordinary Shares validly tendered by any Qualifying
Shareholder up to their Basic Entitlement will be accepted in
full.
-- To the extent that there is sufficient capacity to purchase
further Ordinary Shares after having satisfied all valid
applications for Basic Entitlements, priority will be given to
Qualifying Shareholders owning 200 Ordinary Shares or less who have
tendered their entire shareholding, before utilising the remaining
available cash resources to purchase additional Ordinary Shares
from other Qualifying Shareholders in accordance with clause 2.4 of
Part 2 of the Circular.
-- Qualifying Shareholders who hold their Ordinary Shares in
uncertificated form (i.e. in CREST) and who wish to tender some or
all of their Ordinary Shares should send a TTE instruction through
CREST to the member account set out in paragraph 4.3 of Part 2 of
the Circular.
-- Ordinary Shares validly tendered by all Qualifying
Shareholders 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 the Circular
and at the discretion of the Company in consultation with N+1
Singer; and
o the number of Ordinary Shares to be purchased in the Tender
Offer will not, in any event, exceed 6,896,551 Ordinary Shares.
-- All successfully tendered Ordinary Shares purchased by N+1
Singer will subsequently be purchased from N+1 Singer by the
Company in accordance with the terms of the Share Purchase
Agreement and will be immediately cancelled and will not rank for
any future dividends.
-- Any rights of Qualifying 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 the Circular which sets
out the full terms and conditions of the Tender Offer.
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 the 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 the Company being in a "closed period" 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. The aggregate number of shares purchased in the Tender
Offer will not in any event exceed 6,896,551 Ordinary Shares.
Ongoing authority to buy back shares
If the Tender Offer is not taken up in full by Qualifying
Shareholders, the Board, having given Qualifying Shareholders the
opportunity to participate in the Tender Offer, reserves the right
in its absolute discretion to purchase in the market, up to such
number of Ordinary Shares as is equal to the difference between the
number of Ordinary Shares successfully tendered in the Tender Offer
and 6,896,551 Ordinary Shares (being the maximum number of Ordinary
Shares to be purchased under the Tender Offer). The key parameters
under which any on-market purchases will be made will, save for the
potential quantum of shares to be bought, be identical to those
permitted by the authority to make such purchases pursuant to the
Company's proposed resolution 4 being put to the Annual General
Meeting of the Company which is being held immediately prior to the
General Meeting. Such authority may also be used for further
on-market purchases at the Company's discretion. The Notice of
Annual General Meeting is contained within the Company's annual
report and accounts for the year ended 30 September 2020, copies of
which have been sent to shareholders and are available at
www.zytronicplc.com/investor-information/finance-performance .
Share Purchase Agreement
The Company and N+1 Singer entered into a share purchase
agreement on 1 February 2021, pursuant to which the Company has
agreed to purchase from N+1 Singer, on market, such number of
Ordinary 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 Ordinary Shares. The Company's purchase of Ordinary
Shares from N+1 Singer will be made immediately upon N+1 Singer
having completed its purchase of validly tendered Ordinary
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
the Circular 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 Share Purchase 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. Set out at the end of the Circular is a notice
convening a General Meeting of the Company to be held at the office
of the Company at Whiteley Road, Blaydon-on-Tyne, NE21 5NJ at 9.30
a.m. on 25 February 2021 at which the Resolution will be
proposed.
Shareholders are reminded that, given the current government
restrictions in relation to the COVID-19 pandemic and in the
interests of protecting the health and safety of our Shareholders,
colleagues and the wider public, the Board has decided to prohibit
Shareholders attending the General Meeting in person with the
exception of the minimum number of Directors as Shareholders needed
to form a quorum. Our advisers and other guests have also been
asked not to attend. Any Shareholder who attempts to attend the
General Meeting in person will be refused entry. As such, voting on
the Resolution at the General Meeting shall be decided by way of a
poll and not by a show of hands. The Company strongly encourages
all Shareholders to submit their Form of Proxy as early as
possible, appointing the Chairman of the General Meeting as
proxy.
The Form of Proxy must be received by no later than 9.30 am on
Tuesday 23 February 2021 (or, if the meeting is adjourned, no later
than 48 hours (excluding any part of a day that is not a Business
Day) before the time of any adjourned meeting). Questions to the
Chairman can be posed via the following email address:
info@zytronicplc.com.
Directors' and others' interests
Please see Part 3 of the Circular for information relating to
the Directors' and others' interests in the share capital of the
Company.
Significant Change
Save as publicly disclosed by way of notification to a
Regulatory Information Service, there has been no significant
change in the financial or trading position of the Group since 30
September 2020, being the date to which the Company's last
financial statements were prepared
Directors' responsibility
The Directors accept responsibility for the information
contained in the Circular. 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 the Circular 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)
Qualifying Shareholders who hold Ordinary Shares in certificated
form will also find accompanying the Circular a Tender Form for use
in connection with the Tender Offer. Such Qualifying 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 the Circular.
The completed, signed and witnessed Tender Form together with
your valid share certificates and/or other document(s) of title
should be sent by post to Computershare Investor Services PLC,
Corporate Actions Projects, Bristol, BS99 6AH by no later than 1.00
p.m. on 23 February 2021.
A prepaid envelope is enclosed for this purpose (for use within
the UK only).
B. Ordinary Shares in uncertificated form (that is, in CREST)
Qualifying 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 the
Circular 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 23 February 2021.
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 Computershare Investor
Services PLC on 0370 707 1428.
The helpline is open between 9.00 a.m. - 5.30 p.m. Monday to
Friday excluding public holidays in England and Wales. 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 1.5 per cent. of
the issued share capital of the Company. The Directors shall not
however be participating in the Tender Offer.
The Board is making no recommendation to individual Qualifying
Shareholders in relation to participation in the Tender Offer.
Whether or not Qualifying Shareholders decide to tender their
Ordinary Shares will depend, amongst other things, on their own
individual circumstances, including their own tax position.
Qualifying Shareholders are recommended to consult an appropriately
authorised independent adviser in determining whether or not to
participate in the Tender Offer and the extent of any such
participation.
Yours faithfully,
Tudor Davies
Non-executive Chairman
For and on behalf of the Board
DEFINITIONS
The following defined terms are used in the Circular being sent
to Shareholders in connection with the Tender Offer
"AIM" the market of that name operated by the
London Stock Exchange
"Basic Entitlement" for each Qualifying Shareholder, the number
of Ordinary Shares (rounded down to the
nearest whole share) representing approximately
43 per cent. of the aggregate number of
Ordinary Shares held by such Qualifying
Shareholder on the Tender Offer Record
Date
"Board" or "Directors" the board of directors of the Company
"Business Day" any day other than a Saturday, Sunday
or public holiday on which banks are open
in the City of London for the transaction
of general commercial business
"certificated form" or in relation to an Ordinary Share, recorded
"certificated" on the Company's Register as being held
in certificated form (that is not in CREST)
"Circular" the Circular providing information to
Shareholders in relation to the Tender
Offer and containing the notice for the
General Meeting
"Companies Act" the Companies Act 2006, as amended
"Company" Zytronic plc (registered number: 03881244)
"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 the Uncertificated Securities Regulations
"Regulations" 2001 (SI 2001 No. 3755), as amended from
time to time
"CREST Member" a person who has been admitted by Euroclear
as a system member (as defined in the
Regulations)
"CREST Participant" a person who is, in relation to CREST,
a system-participant (as
defined in the Regulations)
"CREST Sponsor" a CREST Participant admitted to CREST
as a CREST sponsor
"CREST Sponsored Member" a CREST Member admitted to CREST as a
CREST sponsored
member
"Electronic Tender" an electronic tender of Ordinary Shares
in accordance with
paragraphs 4.5(b) and 5.2 of Part 2 of
the Circular
"Euroclear" Euroclear UK & Ireland Limited, the operator
of CREST
"Existing Share Capital" the 16,044,041 Ordinary Shares in issue
at the date of the Circular, all of which
are admitted to trading on AIM
"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 its office at Whiteley Road,
Blaydon-on-Tyne, NE21 5NJ at 9.30 a.m.
on 25 February 2021
"Group" the Company and all its subsidiary undertakings
at the date of the Circular
"HMRC" Her Majesty's Revenue and Customs
"ISIN" international securities identification
number
"London Stock Exchange" London Stock Exchange plc
"MAR" The Market Abuse Regulation (EU/596/2014)
"N+1 Singer" Nplus1 Singer Capital Markets Limited,
together with its affiliates, acting as
executing broker and financial adviser
to the Company in respect of the Tender
Offer, and as nominated advisor to the
Company
"Ordinary Shares" the current issued ordinary shares of
1 pence each in the share capital of the
Company, all of which are admitted to
trading on AIM
"Overseas Shareholder" a Shareholder who is resident in, or a
citizen of, a jurisdiction outside the
United Kingdom
"Participant ID" the identification code or membership
number used in CREST to identify a particular
CREST Member or other CREST Participant
"Proposals" the proposals for the Tender Offer and
the Purchase, as described in the Circular
"Purchase" the purchase by the Company of Ordinary
Shares from N+1 Singer by way of an on-market
purchase pursuant to the Share Purchase
Agreement
"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" Computershare Investor Services PLC, Corporate
Actions Projects, Bristol, BS99 6AH
"Register" the Company's register of members
"Registrar" Computershare Investor Services PLC, The
Pavilions, Bridgwater Road, Bristol, BS99
6ZZ
"Regulatory Information a service approved by the FCA for the
Service" distribution to the public of regulatory
announcements and included within the
list maintained on the FCA's website
"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
"Resulting Share Capital" the resulting 9,147,490 Ordinary Shares
in issue, assuming maximum take-up of
the Tender Offer
"Shareholders" holders of Ordinary Shares
"Share Purchase Agreement" the agreement dated 1 February 2021 between
the Company and N+1 Singer whereby the
Company has agreed to purchase as an on-market
purchase all of the Ordinary Shares purchased
by N+1 Singer pursuant to the Tender Offer
pursuant to the terms of the Purchase
Agreement
"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 1.00 p.m. on 23 February 2021 (or such
Date" later time and date as may be subsequently
notified by the Company)
"Tender Offer Price" the price of 145 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 23 February 2021
"TFE instruction" a transfer from escrow instruction (as
defined by the CREST manual issued by
Euroclear)
"TTE instruction" a transfer to escrow instruction (as defined
by the CREST manual issued by Euroclear)
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland
"uncertificated" or in relation to an Ordinary Share, recorded
"in uncertificated form" on the Company's Register as being held
in uncertificated form in CREST and title
to which may be transferred by means of
CREST
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END
MSCBFLLXFFLEBBK
(END) Dow Jones Newswires
February 01, 2021 02:00 ET (07:00 GMT)
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