TIDMETQ TIDMFAN
RNS Number : 5180G
Energy Technique PLC
23 November 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
23 November 2015
RECOMMENDED CASH OFFER
for
Energy Technique plc ("ETQ")
by
Volution Group plc ("Volution")
Posting of the Scheme Document
On 11 November 2015, it was announced that ETQ and Volution had
reached agreement on the terms of a recommended cash offer pursuant
to which Volution shall acquire the entire issued and to be issued
ordinary share capital of ETQ. The Acquisition is to be effected by
means of a scheme of arrangement under Part 26 of the Companies Act
2006. Under the terms of the Acquisition, ETQ Shareholders shall be
entitled to receive 345 pence in cash for each ETQ Share held.
The boards of ETQ and Volution announce that ETQ is today
posting to ETQ Shareholders a scheme document in relation to the
Acquisition, setting out amongst other things the full terms and
conditions of the Scheme, an explanatory statement, an expected
timetable of principal events and details of the actions to be
taken by ETQ Shareholders (the "Scheme Document").
Capitalised terms in this announcement (the "Announcement"),
unless otherwise defined, have the same meanings as set out in the
Scheme Document.
Timetable
As further detailed in the Scheme Document, to become effective,
the Scheme will require the approval of ETQ Shareholders at the
Court Meeting and the passing of a special resolution at the ETQ
General Meeting. Notices convening the Court Meeting and the ETQ
General Meeting, respectively for 11.00 a.m. on 14 December 2015
and 11.15 a.m. on 14 December 2015 (or as soon thereafter as the
Court Meeting is concluded or adjourned) to be held at the offices
of Rosenblatt Solicitors, 9 - 13 St Andrew Street, London EC4A 3AF,
are set out in the Scheme Document, together with the relevant
Forms of Proxy for such meetings. If the Scheme is approved by the
ETQ Shareholders then the ETQ Shares will be cancelled from trading
on AIM at 7.00 a.m. on 22 December 2015.
The expected timetable of principal events is attached as an
appendix to this announcement. If any of the key dates set out in
the expected timetable change, an announcement will be made through
a Regulatory Information Service.
All references to time in this Announcement are to UK time.
Enquiries
Volution Group plc
Ronnie George +44 (0) 1293 441501
Ian Dew +44 (0) 1293 441536
Liberum Capital Limited (Financial Adviser and Broker to
Volution Group plc)
Neil Patel/Richard Bootle +44 (0) 20 3100 2222
Brunswick (Financial Public Relations Adviser to Volution Group
plc)
Craig Breheny/Simone Selzer/ +44 (0) 20 7404 5959
Chris Buscombe
Energy Technique plc
Leigh Stimpson +44 (0) 20 8783 0033
Rob Unsworth +44 (0) 20 8783 0033
Cavendish Corporate Finance LLP (Financial Adviser to Energy
Technique plc)
Andrew Jeffs/Philip Barker +44 (0) 20 7908 6000
finnCap Ltd (Nominated Adviser and Broker to Energy Technique
plc)
Ed Frisby/Scott Mathieson +44 (0) 20 7220 0500
Liberum Capital Limited, which is authorised and regulated by
the FCA, is acting exclusively for Volution and no-one else in
connection with the Acquisition and will not be responsible to
anyone other than Volution for providing the protections afforded
to clients of Liberum nor for providing advice in relation to the
Acquisition or any other matters referred to in this
Announcement.
Cavendish Corporate Finance LLP, which is authorised and
regulated by the FCA, is acting exclusively for ETQ and no-one else
in connection with the Acquisition and will not be responsible to
anyone other than ETQ for providing the protections afforded to
clients of Cavendish nor for providing advice in relation to the
Acquisition or any other matters referred to in this
Announcement.
Important notices
This Announcement is not intended to and does not constitute, or
form part of, an offer, invitation or the solicitation of an offer
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Acquisition or
otherwise, nor shall there be any sale, issuance or transfer of
securities of ETQ in any jurisdiction in contravention of
applicable law. The Acquisition shall be made solely by means of
the Scheme Document which shall contain 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.
ETQ shall prepare the Scheme Document to be distributed to ETQ
Shareholders. ETQ and Volution urge ETQ Shareholders to read the
Scheme Document when it becomes available because it shall contain
important information relating to the Offer.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
The availability of the Acquisition or the distribution of this
Scheme Circular to ETQ Shareholders who are not resident in and
citizens of the UK may be affected by the laws of the relevant
jurisdictions. Such persons should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdictions. Further details in relation to overseas shareholders
will be contained in the Scheme Document. ETQ Shareholders who are
in any doubt regarding such matters should consult and appropriate
independent professional adviser in the relevant jurisdiction
without delay.
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 requirements. 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 purposes of
complying with English law, the AIM Rules, the rules of the London
Stock Exchange 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.
The Acquisition will not be made, directly or indirectly, in,
into or from any jurisdiction where to do so would violate the laws
in that jurisdiction. Accordingly, copies of the Scheme Document
and the formal documentation relating the Acquisition will not be
and must not be mailed or otherwise forwarded, distributed or sent
in, into or from any jurisdiction where to do so would violate the
laws of that jurisdiction.
US Holders should note that the Acquisition relates to the
securities of a UK company, is subject to UK disclosure
requirements (which are different from those of the US) and is
proposed to be implemented under a scheme of arrangement provided
for under English company law. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer and proxy
solicitation rules under the US Exchange Act. Accordingly, the
Scheme will be subject to UK disclosure requirements and practices,
which are different from the disclosure requirements of the US
tender offer and proxy solicitation rules. The financial
information included in the Scheme Document and the Scheme
documentation has been or will have been prepared in accordance
with IFRS and thus 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 US. If Volution exercises its right to implement
the acquisition of the ETQ Shares by way of a takeover offer, such
offer will be made in compliance with applicable US tender offer
and securities laws and regulations.
The receipt of cash pursuant to the Acquisition by a direct or
indirect US Holder 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 ETQ Shareholder
is urged to consult his independent professional adviser
immediately regarding the tax consequences of the Acquisition
applicable to him.
It may be difficult for US Holders to enforce their rights and
claims arising out of the US federal securities laws, since
Volution and ETQ are located in countries other than the US, and
some or all of their officers and directors may be residents of
countries other than the US. US Holders may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to
a US court's judgement.
(MORE TO FOLLOW) Dow Jones Newswires
November 23, 2015 02:00 ET (07:00 GMT)
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, Volution or its nominees, or its
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, ETQ Shares outside of
the United States, other than pursuant to the Acquisition, until
the date on which the Acquisition and/or Scheme becomes effective,
lapses or is otherwise withdrawn. These purchases may occur either
in the open market at prevailing prices or in private transactions
at negotiated prices. Any information about such purchases will be
disclosed as required in the UK, will be reported to a Regulatory
Information Service of the London Stock Exchange and will be
available on the London Stock Exchange website,
www.londonstockexchange.com.
Forward-looking statements
This Announcement and the Scheme Document (including information
incorporated by reference in this Announcement and the Scheme
Document), oral statements made regarding the Acquisition, and
other information published by Volution and ETQ may contain
statements which are, or may be deemed to be, "forward-looking
statements". Forward-looking statements are prospective in nature
and are not based on historical facts, but rather on current
expectations and projections of the management of Volution and ETQ
about future events, and are therefore subject to risks and
uncertainties which could cause actual results to differ materially
from the future results expressed or implied by the forward-looking
statements.
The forward-looking statements contained in this Announcement
and the Scheme Document include statements relating to the expected
effects of the Acquisition on Volution and ETQ, the expected timing
and scope of the Acquisition and other statements other than
historical facts. Often, but not always, forward-looking statements
can be identified by the use of forward-looking words such as
"plans", "expects" or "does not expect", "is expected", "is subject
to", "budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Although Volution
and ETQ believe that the expectations reflected in such
forward-looking statements are reasonable, Volution and ETQ can
give no assurance that such expectations will prove to be correct.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements.
These factors include, but are not limited to: the ability to
consummate the Acquisition; the ability to obtain requisite
regulatory and shareholder approvals and the satisfaction of other
Conditions; the ability of Volution and ETQ to successfully
integrate their respective operations and retain key employees; the
potential impact of the announcement or consummation of the
Acquisition on relationships, including with employees, suppliers,
customers and competitors; changes in general economic, business
and political conditions, including changes in the financial
markets; changes in tax rates, interest rate and currency value
fluctuations; the degree of competition in the geographic and
business areas in which Volution and ETQ operate; compliance with
government regulation and changes in laws or in supervisory
expectations or requirements; the combined company's ability to
make acquisitions and its ability to integrate or manage such
acquired businesses. Other unknown or unpredictable factors could
cause actual results to differ materially from those in the
forward-looking statements. Such forward-looking statements should
therefore be construed in the light of such factors. Neither
Volution nor ETQ, nor any of their respective affiliates,
associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this Announcement and the Scheme Document will actually occur. You
are cautioned not to place undue reliance on these forward-looking
statements. Other than in accordance with their legal or regulatory
obligations (including under the AIM Rules, the Listing Rules and
the Disclosure and Transparency Rules of the FCA, as applicable),
neither Volution nor ETQ is under any obligation, and Volution and
ETQ expressly disclaim any intention or obligation, to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) of the Code applies must
be made by no later than 3.30 p.m. on the 10th Business Day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. 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 one per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8 of the 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 p.m. 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).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel on Takeovers and Mergers' website at
www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the offer period commenced and
when any offeror was first identified. You should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are
in any doubt as to whether you are required to make an Opening
Position Disclosure or a Dealing Disclosure.
Publication on website
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Volution's website at www.volutiongroupplc.com
and ETQ's website at www.diffusion-group.com by no later than 12.00
noon (London time) on the business day following this announcement.
For the avoidance of doubt, the contents of these websites are not
incorporated by reference and do not form part of this
announcement.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
other information provided by ETQ Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from ETQ may be provided to Volution during the
Offer Period as required under Section 4 of Appendix 4 of the Code
to comply with Rule 2.12(c).
Rounding
Certain figures included in the Scheme Circular have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of figures that precede them.
APPENDIX I
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
(MORE TO FOLLOW) Dow Jones Newswires
November 23, 2015 02:00 ET (07:00 GMT)
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