TIDMAIE
RNS Number : 6353U
Anite PLC
30 July 2015
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 30 July 2015
Recommended Cash Acquisition
of
ANITE PLC ("Anite")
by
KEYSIGHT TECHNOLOGIES NETHERLANDS B.V. ("Keysight B.V.")
(a wholly owned indirect subsidiary of Keysight Technologies,
Inc. ("Keysight"))
to be effected by means of a
Scheme of Arrangement
under Part 26 of the Companies Act 2006
Results of Court Meeting and General Meeting
The board of Anite is pleased to announce that, at the Court
Meeting and General Meeting convened earlier today in connection
with the recommended cash acquisition of the entire issued and to
be issued share capital of Anite by Keysight B.V. by way of a
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme"), all resolutions proposed were duly passed.
The Scheme was approved by the Scheme Shareholders at the Court
Meeting and the special resolution to implement the Scheme (the
"Special Resolution") was passed by the Anite Shareholders at the
General Meeting.
The detailed voting results in relation to the Court Meeting and
the General Meeting are summarised below.
Court Meeting
The Court Meeting, convened in accordance with the order of the
Court, sought approval from Scheme Shareholders for the Scheme.
At the Court Meeting, a majority in number of Scheme
Shareholders who voted (either in person or by proxy), representing
99.55 per cent. by value of those Scheme Shareholders who voted,
voted in favour of the resolution to approve the Scheme. The
resolution proposed at the Court Meeting was approved by the
requisite majority on a poll vote. Details of the votes cast were
as follows:
FOR AGAINST
---------------------- -------------------- ---------------
Number % Number %
---------------------- ------------ ------ -------- -----
Scheme Shares Voted 208,945,253 99.55 951,771 0.45
---------------------- ------------ ------ -------- -----
Scheme Shareholders
who voted 617 93.06 46 6.94
---------------------- ------------ ------ -------- -----
Scheme Shares voted
as a percentage of
the total number of
Scheme Shares 69.44 0.32
---------------------- ------------ ------ -------- -----
Anite General Meeting
At the Anite General Meeting, the Special Resolution was passed
by the requisite majority on a poll vote. The full text of the
Special Resolution is contained in the Notice of General Meeting
set out in the Scheme Document, which was posted to Anite
Shareholders on 06 July 2015 and which is available on Anite's
website at http://www.anite.com/investor-relations. The voting
results for the Special Resolution were as follows:
FOR AGAINST WITHHELD*
-------------- -------------------- --------------- ----------
Number % Number % Number
-------------- ------------ ------ -------- ----- ----------
Anite Shares
voted 208,009,179 99.56 916,646 0.44 1,416,399
-------------- ------------ ------ -------- ----- ----------
* Votes withheld do not count in the total of votes cast.
Next Steps
Completion of the Acquisition remains subject to the
satisfaction or ,if capable of waiver, waiver of the other
Conditions and certain further terms of the Scheme and the
Acquisition set out in Appendix I of the Scheme Document, including
sanction of the Scheme by the Court at the Court Sanction Hearing
and the delivery of the Court Order to the Registrar of Companies.
Subject to sanction of the Scheme by the Court and the satisfaction
or waiver of the other conditions, the Scheme is expected to become
effective in mid-August 2015.
Other
Capitalised terms in this announcement (unless otherwise
defined) have the same meanings as set out in the Scheme
Document.
The expected timetable for the implementation of the Scheme is
set out in the appendix to this announcement.
Enquiries
Anite plc Tel: +44 (0) 12 5277
5200
Christopher Humphrey, Chief Executive
Richard Amos, Group Finance Director
Evercore Partners International LLP (lead Tel: +44 (0) 20 7653
financial adviser to Anite) 6000
Edward Banks
Tiarnán O'Rourke
Jefferies International Limited (financial Tel: +44 (0) 20 7029
adviser and corporate broker to Anite) 8000
Simon Hardy
Canaccord Genuity Limited (financial adviser Tel: +44 (0) 20 7523
and corporate broker to Anite) 8000
Simon Bridges
MHP Communications (PR adviser to Anite) Tel: +44 (0) 20 3128
8100
Reg Hoare
Further Information
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting as lead financial adviser exclusively
for Anite and no one else in connection with the Acquisition and
will not regard any other person as its client in relation to the
matters referred to in this announcement and will not be
responsible to anyone other than Anite for providing the
protections afforded to clients of Evercore, nor for providing
advice in relation to the matters referred to in this announcement.
Neither Evercore nor any of its subsidiaries, branches or
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 Evercore in connection with this announcement, any statement
contained herein or otherwise.
Jefferies International Limited ("Jefferies"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively for Anite as financial
adviser and corporate broker and no-one else in connection with the
Acquisition and Jefferies will not regard any other person as its
client(s) of Jefferies in relation to the Acquisition and will not
be responsible to anyone other than Anite for providing the
protections afforded to its clients or for providing advice in
relation to the Acquisition, the contents of this announcement or
any transaction, arrangement or other matter referred to in this
announcement.
Canaccord Genuity Limited ("Canaccord"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Anite as financial adviser and corporate
broker and no-one else in connection with the Acquisition and will
not regard any other person as its client in relation to the
Acquisition and will not be responsible to anyone other than Anite
for providing the protections afforded to its clients or for
providing advice in relation to the Acquisition, the contents of
this announcement or any transaction, arrangement or other matter
referred to in this announcement.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer to
sell or otherwise dispose of or invitation to purchase or otherwise
acquire any securities or the solicitation of any vote or approval
in any jurisdiction, nor shall there be any sale, issue or transfer
of the securities referred to in this announcement in any
jurisdiction in contravention of applicable law. The Acquisition
will be made solely by means of the Scheme Document, which contains
the full terms and conditions of the Acquisition, including details
of how to vote in respect of the Acquisition. Any vote in respect
of the Scheme or other response in relation to the Acquisition
should be made only on the basis of the information contained in
the Scheme Document.
Overseas Shareholders
This announcement has been prepared for the purpose of complying
with the laws of the United Kingdom 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. The
release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements. Further details in relation to Overseas
Shareholders are contained in the Scheme Document.
The Acquisition relates to the shares of a United Kingdom
company and is being effected by means of a scheme of arrangement
under the laws of the United Kingdom. Neither the proxy
solicitation rules nor (unless implemented by means of an Offer)
the tender offer rules under the US Securities Exchange Act of
1934, as amended, apply to the Acquisition. Moreover, the
Acquisition is subject to the disclosure requirements and practices
applicable in the United Kingdom and under the Code to schemes of
arrangement, which differ from the disclosure requirements of the
US proxy solicitation rules and tender offer rules. If Keysight
B.V. exercises its right to implement the Acquisition of the Anite
Shares by way of an Offer and determines to extend the Offer into
the United States, the Offer will be made in compliance with
applicable United Kingdom and US securities laws and regulations.
Financial information relating to Anite included in this
announcement and 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.
Unless otherwise determined by Keysight B.V. 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 Scheme by any such use, means, instrumentality or form within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this announcement and all documents relating
to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this
announcement and all 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.
The availability of the Acquisition to Anite Shareholders who
are not resident in the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are resident. Persons
who are not resident in the United Kingdom should inform themselves
of, and observe, any applicable requirements.
Dealing disclosure requirements
Under Rule 8.3(a) of the Takeover 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 (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 p.m. (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. (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 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
(i) the offeree company and (ii) any securities exchange offeror,
save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 p.m. (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.
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).
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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Information Relating to Anite Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Anite Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Anite may be provided to Keysight during the
offer period as requested under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.6(c).
Publication on website
In accordance with Rule 24.1 of the Takeover Code, a copy of
this announcement will be available on Keysight's website
(http://about.keysight.com/docs/investor_info.shtml) and Anite's
website (http://www.anite.com/investor-relations) by no later than
12.00 noon on the Business Day following publication of this
announcement.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPLE EVENTS
All times shown in this announcement are London times unless
otherwise stated.
Event Time and/or date
The following dates are indicative only and are subject to
change1
Court Sanction Hearing Date 10 August 2015 ("D")2
Last day of dealings in the Anite D
Shares
Dealings in the Anite Shares suspended 5.00 p.m. on D
Scheme Record Date 6.00 p.m. on D
Effective Date of the Scheme D+5
Delisting of the Anite Shares 7.30 a.m. on D+6
Latest date for despatch of cheques within 14 days of the Effective
or for settlement through CREST Date
Long Stop Date 02 January 20163
Notes:
1 These dates are indicative only and will depend, among other
things, on the date upon which (i) the Conditions are satisfied or,
if capable of being waived, waived; (ii) the Court sanctions the
Scheme; and (iii) the Court Order is delivered to the Registrar of
Companies for registration (which will be dependent on, amongst
other things, the period of time taken by HMRC to stamp the Court
Order). Anite will give notice of all of these dates when known by
issuing an announcement through a Regulatory Information
Service.
2 Any references to a day before or after "D" are references to a Business Day.
3 This is the latest date by which the Scheme may become
effective unless Keysight B.V. determines that such date shall be a
later date (which the Panel and, if required, the Court may
permit).
The dates given are based on Anite's current expectations and
may be subject to change. All Scheme Shareholders have the right to
attend the Court Sanction Hearing to sanction the Scheme.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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