TIDMAPS
RNS Number : 4791R
Alpha Strategic PLC
28 October 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE
TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
28 October 2013
RECOMMENDED CASH ACQUISITION
of
ALPHA STRATEGIC PLC
resulting in the holding by
NORTHILL EUROPE HOLDINGS S.ÁR.L.
(a wholly-owned subsidiary of Northill Capital Holdings
Limited)
of the entire issued share capital of Alpha not already
owned by Northill to be effected by means of a scheme of
arrangement
under Part 26 of the Companies Act 2006
Posting of Scheme Document
On 18 October 2013, the independent directors of Alpha Strategic
plc ("Alpha") and the board of directors of Northill Europe
Holdings S.ár.l. ("Northill") announced that they had reached
agreement on the terms of a recommended offer to be made by
Northill in cash for the entire issued and to be issued share
capital of Alpha (the "Acquisition"). As outlined in that
announcement, the Acquisition is to be implemented by way of a
scheme of arrangement (the "Scheme").
Alpha announces that the scheme document relating to the
Acquisition, containing, among other things, the full terms of, and
conditions to, the Scheme and an explanatory statement, together
with the actions to be taken by Alpha Shareholders (the "Scheme
Document"), is today being sent to Alpha Shareholders, together
with the Forms of Proxy for the Court Meetings and the General
Meeting.
Subject to the approval of the Alpha Shareholders, the sanction
of the Court and the satisfaction or waiver of the other
Conditions, it is expected that the Scheme will be implemented in
December 2013. The expected timetable of principal events for the
implementation of the Acquisition is set out at the end of this
announcement. Full details of the Scheme, the Court Meetings and
the General Meeting are set out in the Scheme Document. The Scheme
Document also contains information on Alpha, Northill and Northill
Capital and the terms and conditions of the Acquisition.
Notices of the Court Meetings and General Meeting
Notices of the Court Meetings and the General Meeting are set
out in the Scheme Document. The First Court Meeting will start at
11.00 a.m. on 21 November 2013 at the offices of Reed Smith LLP,
The Broadgate Tower, 20 Primrose Street, London EC2A 2RS.
Implementation of the Scheme also requires approval of A
Shareholders at the Second Court Meeting and Ordinary Shareholders
at the General Meeting, each such meeting to be held at the same
venue at 11.15 a.m. and 11.30 a.m. (or as soon thereafter as the
Court Meetings are concluded or adjourned), respectively, on 21
November 2013.
Action to be taken
Details of the Shareholder Meetings to be held and the action to
be taken in respect of the Scheme are set out in the section
entitled "Action to be taken", starting on page 9 of the Scheme
Document. Shareholders will find accompanying the Scheme Document a
BLUE Form of Proxy for use at the First Court Meeting, a PINK Form
of Proxy for use at the Second Court Meeting and a GREEN Form of
Proxy for use at the General Meeting.
Whether or not they intend to be present at the Shareholder
Meetings, Scheme Shareholders are urged to complete, sign and
return the Forms of Proxy for the Court Meetings and the Form of
Proxy for the General Meeting in accordance with the instructions
printed on the respective forms.
If any Alpha Shareholder has any questions about the Scheme
Document, the Court Meetings or the General Meeting or are in any
doubt as to how to complete and return the Forms of Proxy, they
should call the Company Secretary on +44 (0)20 7222 3005. The
Company Secretary cannot provide advice on the merits of the
Acquisition nor give any financial, legal or tax advice.
It is particularly important that as many votes as possible are
cast at the Court Meetings so that the Court may be satisfied that
there is a fair and reasonable representation of Scheme Shareholder
opinion. Scheme Shareholders are therefore strongly urged to
complete and return the Forms of Proxy as soon as possible.
Timetable
The expected timetable of principal events for the
implementation of the Acquisition is set out at the end of this
announcement. If any of the key dates set out in the timetable
change, Alpha will give notice of this change by issuing an
announcement via a Regulatory Information Service.
Other
Unless otherwise defined, all capitalised terms in this
announcement shall have the meaning given to them in the Scheme
Document. A copy of this announcement and the Scheme Document will
be available free of charge (subject to any applicable restrictions
with respect to persons resident in Restricted Jurisdictions) on
Alpha's website at www.alphastrategic.com and Northill Capital
Group's website at www.northill.com.
Enquiries:
Northill Europe Holdings S.ár.l. and Tel: +44 (0)20 7016 4040
Northill Capital Holdings Limited
Jeremy Bassil
finnCap Ltd Tel: +44 (0)20 7220 0500
Stuart Andrews/Henrik Persson
Alpha Strategic plc Tel: +44 (0)20 7222 3005
Alistair McKay
Westhouse Securities Limited Tel: +44 (0)20 7601 6100
Tom Griffiths/Paul Gillam
finnCap Ltd, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for
Northill and Northill Capital and no one else in connection with
the Acquisition and will not be responsible to anyone other than
Northill and Northill Capital for providing the protections
afforded to clients of finnCap Ltd or for providing advice in
relation to the Acquisition or in relation to the contents of this
announcement or any transaction or arrangement referred to herein.
Neither finnCap Ltd, 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 finnCap Ltd in connection with the Acquisition.
Westhouse, which is authorised and regulated by the Financial
Conduct Authority and is a member of the London Stock Exchange, is
acting exclusively as financial adviser to the Independent
Directors and no one else in connection with the matters described
in this announcement, and will not be responsible for anyone other
than the Independent Directors for providing the protections
afforded to clients of Westhouse nor for providing advice in
relation to the matters referred to in this announcement. Neither
Westhouse 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
Westhouse in connection with the Acquisition.
This announcement is not intended to, and does not, constitute
or form part of any offer or invitation 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. The
Acquisition will be made solely through the Scheme Document, which
will contain the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Acquisition. Any
acceptance or other response to the Acquisition should be made only
on the basis of the information contained in the Scheme
Document.
Northill reserves the right to elect (with the consent of the
Panel (where necessary)) to implement the Acquisition by way of a
Takeover Offer. In the event that the Acquisition is to be
implemented by way of a Takeover Offer, the Alpha Shares (other
than the Alpha Shares already held by Northill) will be acquired
pursuant to the Takeover Offer fully paid and free from all liens,
charges, equitable interests, encumbrances and rights of
pre-emption and any other interests of any nature whatsoever and
together with all rights attaching thereto. In this event, the
Acquisition would be implemented on substantially the same terms as
those which would apply to the Scheme (subject to appropriate
amendments). The acceptance condition would be set at 90 per cent.
of the shares to which such offer relates (or such lesser
percentage (being more than 50 per cent.) as Northill may decide
with the consent of the Panel).
Notice to US Holders of Alpha Shares
The Scheme relates to the shares of an English company that is a
"foreign private issuer" as defined under Rule 3b-4 under the
Exchange Act and will be governed by English law. Neither the proxy
solicitation rules nor the tender offer rules under the Exchange
Act will apply to the Scheme. Moreover, the Scheme is subject to
the disclosure requirements and practices applicable in the United
Kingdom and under the Takeover Code to schemes of arrangement,
which differ from the disclosure requirements of the US proxy
solicitation rules and tender offer rules. Certain financial
information included or referred to in this announcement, or which
is or may be incorporated by reference into this announcement, has
been or will have been prepared, unless specifically stated
otherwise, in accordance with accounting standards applicable in
the United Kingdom. This may not be comparable to the financial
information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the US. If Northill exercises its right to implement
the acquisition of the Alpha Shares (other than the Alpha Shares
already held by Northill) by way of a Takeover Offer, the Takeover
Offer will be made in compliance with applicable US securities laws
and regulations.
The receipt of cash pursuant to the Acquisition by a US Holder
as consideration for its Alpha 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 Alpha 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 of Alpha Shares to enforce
their rights and claims arising out of the US federal securities
laws. Alpha is registered and organised under the laws of England
and Wales. The officers and directors of Alpha are residents of
countries other than the United States. It may not be possible to
sue Alpha in a non-US court for violations of US securities laws.
It may be difficult to compel Alpha and its respective affiliates
to subject themselves to the jurisdiction and judgment of a US
court.
Overseas Shareholders
The availability of the offer or the distribution of this
announcement to Alpha Shareholders who are not resident or
ordinarily resident in the United Kingdom may be affected by the
laws of the relevant jurisdictions in which they are located or of
which they are citizens. Such persons should inform themselves of,
and observe, any applicable legal or regulatory requirements of
their jurisdictions. Alpha Shareholders who are in any doubt
regarding such matters should consult an appropriate independent
professional adviser in the relevant jurisdiction without
delay.
Disclosure requirements of the Takeover Code
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 10(th)
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10(th)
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. 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.
Expected Timetable of Principal Events
The following timetable sets out the expected dates for
implementation of the Acquisition (some of which are
indicative):
Time and/or date(1)
Latest time for lodging 11.00 a.m. on 19 November
BLUE Form of Proxy for 2013
the First Court Meeting(2)
Latest time for lodging 11.15 a.m. on 19 November
PINK Form of Proxy for 2013
the Second Court Meeting(3)
Latest time for lodging 11.30 a.m. on 19 November
GREEN Form of Proxy for 2013
the General Meeting
Voting Record Time 6.00 p.m. on 19 November
2013
First Court Meeting(4) 11.00 a.m. on 21 November
2013
Second Court Meeting(4) 11.15 a.m. on 21 November
2013
General Meeting(4) 11.30 a.m. on 21 November
2013
Last day of dealings in, 6 December 2013
and for registration of
transfers of, Ordinary
Shares
Suspension of trading, 7.30 a.m. on 9 December
dealings, settlement and 2013
transfers in, Ordinary
Shares
Scheme Record Time 6.00 p.m. on 9 December
2013
Scheme Court Hearing 10 December 2013
Effective Date 11 December 2013
Cancellation of admission 7.00 a.m. on 12 December
of Ordinary Shares to 2013
trading on AIM
Latest date for despatch 25 December 2013
of the Cash Consideration
Long Stop Date 31 January 2014
1 Some dates are indicative only and will depend, among other
things, on the date upon which the Court sanctions the Scheme and
whether the Conditions are satisfied or waived. IF THE EXPECTED
DATE OF THE SCHEME COURT HEARING OR ANY OTHER KEY DATE IS CHANGED,
ALPHA WILL GIVE NOTICE OF THIS CHANGE BY ISSUING AN ANNOUNCEMENT
VIA A REGULATORY INFORMATION SERVICE.
2 A BLUE Form of Proxy for the First Court Meeting not so lodged
may be handed to the Company Secretary at the venue of the First
Court Meeting or to the Chairman of the First Court Meeting, before
the start of the First Court Meeting. All Alpha Shareholders have
the right to attend the Scheme Court Hearing in person or through
counsel to support or oppose the sanctioning of the Scheme.
3 A PINK Form of Proxy for the Second Court Meeting not so
lodged may be handed to the Company Secretary at the venue of the
Second Court Meeting or to the Chairman of the Second Court
Meeting, before the start of the Second Court Meeting. All Alpha
Shareholders have the right to attend the Scheme Court Hearing in
person or through counsel to support or oppose the sanctioning of
the Scheme.
4 Each of the Court Meetings and the General Meeting will be
held at the offices of Reed Smith LLP, The Broadgate Tower, 20
Primrose Street, London EC2A 2RS. The First Court Meeting and the
Second Court Meeting will start at 11.00 a.m. and 11.15 a.m.,
respectively, and the General Meeting will start at 11.30 a.m. (or
as soon thereafter as the Court Meetings have been concluded or
adjourned). If either the Court Meetings or the General Meeting are
adjourned the Voting Record Time for the adjourned meeting will be
6.00 p.m. on the date falling two days before the adjourned
meeting.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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