TIDMAN.
RNS Number : 2613S
Alternative Networks plc
19 December 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN OR 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
19 DECEMBER 2016
RECOMMED CASH ACQUISITION
of
ALTERNATIVE NETWORKS PLC
by
DAISY INTERMEDIATE HOLDINGS LIMITED
RESULTS OF COURT MEETING AND GENERAL MEETING
The Board of Alternative Networks plc ("Alternative Networks")
is pleased to announce that at the Court Meeting held earlier
today, Scheme Shareholders voted by the requisite majority to
approve the Scheme to implement the recommended acquisition of
Alternative Networks by Daisy Intermediate Holdings Limited
("Daisy"). In addition, the special resolution proposed at the
subsequent General Meeting was duly passed.
Details of the resolutions passed are set out in the notices of
the Court Meeting and the General Meeting contained in the scheme
document dated 28 November 2016 sent or otherwise made available to
Alternative Networks Shareholders (the "Scheme Document"), which
document, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, is available on Alternative
Networks' website at www.alternativenetworks.com/investors/.
Upon the Scheme becoming effective, Alternative Networks
Shareholders will receive 335 pence in cash for each Scheme
Share.
Voting Results of the Court Meeting
The table below sets out the results of the poll at the Court
Meeting. Each Scheme Shareholder, present in person or by proxy,
was entitled to one vote for each Scheme Share held at the Voting
Record Time.
Number Percentage Number Percentage Percentage
of Scheme of Scheme of Scheme of Scheme of issued
Shareholders Shareholders Shares Shares share
who voted who voted voted voted capital
--------- -------------- -------------- ----------- ----------- -----------
For 57 90.48 36,759,433 99.92 73.87
--------- -------------- -------------- ----------- ----------- -----------
Against 6 9.52 30,481 0.08 0.06
--------- -------------- -------------- ----------- ----------- -----------
Total 63 100 36,789,914 100 73.93
--------- -------------- -------------- ----------- ----------- -----------
Voting Results of the General Meeting
The table below sets out the results of the poll at the General
Meeting. Each Alternative Networks Shareholder, present in person
or by proxy, was entitled to one vote for each Alternative Networks
Share held at the Voting Record Time.
Number Number Percentage
of Alternative of Alternative of Alternative
Networks Networks Networks
Shareholders Shares Shares
who voted voted voted
---------------- ---------------- ---------------- ----------------
For 55 32,652,741 99.87
---------------- ---------------- ---------------- ----------------
Against 9 43,572 0.13
---------------- ---------------- ---------------- ----------------
Vote Withheld* 0 0 -
---------------- ---------------- ---------------- ----------------
Total 64 32,696,313 100
---------------- ---------------- ---------------- ----------------
* A vote withheld is not a vote in law and accordingly is not
counted in the calculation of the proportion of votes for and
against the special resolution.
Effective Date and Timetable
The hearing of the petition to the Court to sanction the Scheme
is expected to take place on 21 December 2016.
Subject to the Court sanctioning the Scheme and the satisfaction
or waiver of certain other outstanding conditions, it is expected
that the last day for dealings in Alternative Networks Shares will
be 22 December 2016, that dealings in the Alternative Networks
Shares will be suspended with effect from 7.30 a.m. on 23 December
2016 and that the Scheme will become effective on 23 December 2016.
If the Scheme becomes effective on 23 December 2016, it is expected
that the trading of Alternative Networks Shares on AIM will be
cancelled with effect from 7.00 a.m. on 28 December 2016.
Unless otherwise stated, all references to time in this
Announcement are to London time. The dates in this Announcement are
indicative only. These dates depend, amongst other things, on the
date upon which the Court sanctions the Scheme, the date on which
the Court Order is delivered to the Registrar and whether the
Conditions are satisfied or, if capable of waiver, waived.
Alternative Networks will give notice of these dates, when known,
by issuing an announcement through a Regulatory Information Service
and by posting notice on its website
(www.alternativenetworks.com/investors/).
Enquiries:
Alternative Networks
Gavin Griggs Tel: +44 (0) 870 190 7444
Investec Bank plc (Rule 3 adviser, nominated adviser and joint
corporate broker to Alternative Networks)
Patrick Robb Tel: +44 (0) 20 7597 5000
Andrew Pinder
Carlton Nelson
N M Rothschild & Sons Limited (Financial adviser to
Alternative Networks)
Warner Mandel Tel: +44 (0) 20 7280 5000
Stephan Bocklet
finnCap Limited (Joint corporate broker to Alternative
Networks)
Stuart Andrews Tel: +44 (0) 20 7220 0565
Bell Pottinger Financial & Corporate (Public relations
adviser to Alternative Networks)
Elly Williamson Tel: +44 (0) 20 3772 2500
Anna Legge
Definitions
Save where otherwise defined herein or where the context
otherwise requires, terms defined in the Scheme Document bear the
same meanings when used in this announcement (the
"Announcement").
Disclaimers
Investec Bank plc (" Investec"), which is authorised by the
Prudential Regulation Authority ("PRA") and regulated in the United
Kingdom by the FCA and the PRA, is acting exclusively for
Alternative Networks and for no one else in connection with the
matters set out in this Announcement 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
Alternative Networks for providing the protections afforded to
clients of Investec nor for providing advice in relation to the
Acquisition or any other matter or arrangement referred to in this
Announcement.
N M Rothschild & Sons Limited ("Rothschild"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting exclusively for Alternative Networks and for no one else in
connection with the Acquisition and the contents of this
Announcement 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 Alternative Networks for
providing the protections afforded to clients of Rothschild, or for
providing advice in relation to the Acquisition, the contents of
this Announcement or any other matters referred to herein.
finnCap Limited ("finnCap"), which is authorised and regulated
by the FCA in the United Kingdom, is acting exclusively for
Alternative Networks and for no one else in connection with the
matters set out in this Announcement 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
Alternative Networks for providing the protections afforded to
clients of finnCap nor for providing advice in relation to the
Acquisition or any other matter or arrangement referred to in 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, which will contain the full terms and
conditions of the Acquisition and the Scheme, including details of
how to vote in respect of the Acquisition and the Scheme. Any
approval, decision or other response to the Acquisition and/or the
Scheme should be made only on the basis of the information in the
Scheme Document. Scheme Shareholders are strongly advised to read
the formal documentation in relation to the Acquisition and the
Scheme once it has been dispatched.
This Announcement has been prepared for the purpose of complying
with English law, the Code and the AIM Rules 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 statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and service of this Announcement shall not give
rise to any implication that there has been no change in the facts
set out in this Announcement since such date.
Overseas shareholders
The laws of certain jurisdictions may affect the availability of
the Acquisition to persons who are not resident in the United
Kingdom. Persons who are not resident in the United Kingdom, or who
are subject to laws of any jurisdiction other than the United
Kingdom, should inform themselves about, and observe, any
applicable requirements. Any person (including, without limitation,
nominees, trustees and custodians) who would, or otherwise intends
to, forward this Announcement, the Scheme Document or any
accompanying document to any jurisdiction outside the United
Kingdom should refrain from doing so and seek appropriate
professional advice before taking any action. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Alternative Networks Shares at the Court Meeting and/or
the General Meeting, or to execute and deliver Forms of Proxy
appointing another to vote their Alternative Networks Shares in
respect of the Court Meeting and/or the General Meeting on their
behalf, may be affected by the laws of the relevant jurisdiction in
which they are located.
Any failure to comply with applicable legal or regulatory
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility and liability for the
violation of such restrictions by any person.
The Acquisition will not be made, directly or indirectly, in or
into or by use of the mails or any other means or instrumentality
(including, without limitation, telephonic or electronic) of
interstate or foreign commerce of, or any facility of a national,
state or other securities exchange of, a Restricted Jurisdiction,
and no person may vote in favour of the Acquisition by any such
use, means, instrumentality or facility or from within a Restricted
Jurisdiction. Accordingly, copies of this Announcement and formal
documentation relating to the Acquisition are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded or
distributed in, into or from a Restricted Jurisdiction and persons
receiving this Announcement (including custodians, nominees and
trustees) must not distribute or send it in, into or from a
Restricted Jurisdiction. In the event that the Acquisition is
implemented by way of a Takeover Offer and extended into the US,
Daisy will do so in satisfaction of the procedural and filing
requirements of the US securities laws at that time, to the extent
applicable thereto. The Acquisition relates to the shares of an
English company and it is proposed to be made by means of a scheme
of arrangement provided for under the laws of England and Wales.
The Scheme will relate to the shares of an English company that is
a "foreign private issuer" as defined under Rule 3b-4 under the US
Exchange Act. A transaction effected by means of a scheme of
arrangement is not subject to the shareholder vote, proxy
solicitation and tender offer rules under the Exchange Act.
Accordingly, the Scheme will be subject to the disclosure
requirements and practices applicable in the UK to schemes of
arrangement, which differ from the disclosure requirements and
practices of US shareholder vote, proxy solicitation and tender
offer rules. Financial information included in the relevant
documentation will have been prepared in accordance with accounting
standards applicable in the UK and may not be comparable to the
financial statements of US companies. However, if Daisy were to
elect to implement the Acquisition by means of a Takeover Offer,
such Takeover Offer will be made in compliance with all applicable
laws and regulations, including Section 14(e) of the Exchange Act
and Regulation 14E thereunder. Such Takeover Offer would be made in
the US by Daisy and no one else. In addition to any such Takeover
Offer, Daisy, certain affiliated companies and the nominees or
brokers (acting as agents) may make certain purchases of, or
arrangements to purchase, shares in Alternative Networks outside
such Takeover Offer during the period in which such Takeover Offer
would remain open for acceptance. If such purchases or arrangements
to purchase are made, they would be made outside the United States
in compliance with applicable law, including the Exchange Act.
Publication on website and availability of hard copies
In accordance with Rule 26.1 of the Code, a copy of this
Announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, on Alternative Networks' website at
www.alternativenetworks.com/investors/ by no later than 12:00 noon
on the Business Day following this Announcement. Neither the
contents of that websites nor the content of any other website
accessible from hyperlinks on such websites is incorporated into,
or forms part of, this Announcement.
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this Announcement, free of charge, by
contacting Investec on +44 (0) 20 7597 5000. For persons who
receive a copy of this Announcement in electronic form or via a
website notification, a hard copy of this Announcement will not be
sent unless so requested. In accordance with Rule 30.3 of the Code,
a person so entitled may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.
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: (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 pm on the 10th Business Day following the commencement of the
offer period and, if appropriate, by no later than 3.30 pm 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: (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 pm 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. 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ROMFMMMZFLDGVZM
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