TIDMCTP
RNS Number : 9704N
Castleton Technology PLC
26 May 2020
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
RECOMMED CASH ACQUISITION
of
CASTLETON TECHNOLOGY PLC
by
MRI SOFTWARE LIMITED
a wholly-owned subsidiary of
MRI SOFTWARE LLC
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 Castleton Technology Directors are pleased to announce that,
at a Court Meeting and General Meeting (each as defined below)
which were held earlier today, the shareholders of Castleton
Technology approved by the requisite majorities all of the
resolutions proposed at each of the meetings in respect of the
acquisition by Bidco of the entire issued and to be issued share
capital of Castleton Technology (the "Acquisition"). The
Acquisition will be implemented by way of a Court-sanctioned scheme
of arrangement pursuant to Part 26 of the Companies Act 2006 (the
"Scheme"), full details of which were sent to the shareholders of
Castleton Technology in the circular dated 4 May 2020 (the "Scheme
Document").
Details of the resolutions passed are set out in the notices of
the Court Meeting and General Meeting contained in the Scheme
Document.
The number of Castleton Technology Shares in issue at 6.00 p.m.
on 21 May 2020, being the Scheme Voting Record Time, was
81,709,810.
Court Meeting
The first meeting, convened in accordance with an order of the
Court dated 24 April 2020, sought approval from Scheme Shareholders
(as defined in the Scheme Document) for the Scheme (the "Court
Meeting").
A majority in number of Scheme Shareholders who voted (either in
person or by proxy), representing 99.97 per cent by value of those
Scheme Shares (as defined in the Scheme Document) voted, voted in
favour of the resolution to approve the Scheme.
Accordingly, the resolution proposed at the Court Meeting was
duly passed.
Details of the votes cast were as follows:
No. of Scheme % of Scheme No. of % of Scheme % of Shares
Shareholders Shareholders Scheme Shares present
present present Shares present and voting
and voting and voting present and voting in person
in person in person and voting in person or by
or by proxy or by proxy in person or by proxy
or by proxy as a %
proxy of all
Scheme
Shares
in issue
For 99 86.84% 58,481,981 99.97% 71.57%
-------------- -------------- ------------ ------------ ------------
Against 15 13.16 % 20,353 0.03% 0.02%
-------------- -------------- ------------ ------------ ------------
Total 114 100.00% 58,502,334 100.00% 71.59%
-------------- -------------- ------------ ------------ ------------
General Meeting
The General Meeting (as defined in the Scheme Document) sought
approval for a special resolution for the purpose of giving effect
to the Scheme and associated amendments to the articles of
association of the Company (the "Resolutions"). The Resolutions
were duly passed by the requisite majorities.
Details of the votes cast were as follows:
Special Resolution
No. of Shares % of Shares % of Shares
present and present and present and
voting in person voting in person voting in person
or by proxy or by proxy or by proxy
as a % of the
issued share
capital of
the Company
For 59,638,414 99.97% 72.99%
------------------ ------------------ ------------------
Against 20,465 0.03% 0.03%
------------------ ------------------ ------------------
Total 59,658,879 100.0% 73.02%
------------------ ------------------ ------------------
Next Steps and Key Dates
Completion of the Acquisition remains subject to the
satisfaction or (if capable of waiver) waiver of the remaining
Conditions, including the sanction of the Scheme by the Court.
The date of the Court hearing to sanction the Scheme is expected
to be 3 June 2020.
It is intended that dealings in Castleton Shares will be
suspended at 7.30 a.m. on 4 June 2020.
Subject to the Court approving the Scheme and the Scheme Court
Order being duly delivered to the Registrar of Companies, it is
anticipated that the Scheme will come into effect on 4 June
2020.
If the Court sanctions the Scheme it is intended that the
admission to trading of Castleton Technology Shares on AIM will be
cancelled with effect from 7.00 a.m. on 5 June 2020.
Settlement of the consideration to which any holder of Scheme
Shares is entitled will be effected by not later than 18 June
2020.
The dates stated above are indicative only and will depend,
among other things, on the dates upon which the Court sanctions the
Scheme and the date on which the Conditions are satisfied or (if
capable of waiver) waived.
If any of the times and/or dates above change, the revised times
and/or dates will be notified to Castleton Technology Shareholders
by announcement through a Regulatory Information Service.
A full indicative timetable is contained on page 10 of the
Scheme Document.
Other
Terms and expressions in this announcement shall, unless the
context otherwise requires, have the same meanings as given to them
in the Scheme Document.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.
Enquiries:
MRI Software and Bidco via Raymond James
John Ensign, President
Hal Gunder, Vice President Corporate
Development
Raymond James (Financial Adviser Tel: +44 (0) 20 3 798 5700
to MRI Software and Bidco)
Dominic Emery
Junya Iwamoto
Platform Communications (PR Adviser Tel: +44 (0) 20 7 486 4900
to MRI Software)
David Lawrence
Hugh Filman
Castleton Technology plc Tel: +44 (0) 845 241 0220
Dean Dickinson, Chief Executive
Officer
Haywood Chapman, Chief Financial
Officer
finnCap (Financial Adviser, Nominated Tel: +44 (0) 20 7 220 0500
Adviser and Corporate Broker to
Castleton)
Jonny Franklin-Adams, Henrik Persson, Simon Hicks (Corporate
Finance)
Andrew Burdis (ECM)
Alma PR (PR Adviser to Castleton) Tel: +44 (0) 20 3 405 0208
Rebecca Sanders-Hewett
Helena Bogle
Further information
Raymond James, which is authorised and regulated by the FCA in
the United Kingdom, is acting exclusively for Bidco as financial
adviser and no one else in connection with the Acquisition and
other matters set out in this announcement and will not be
responsible to anyone other than Bidco for providing the
protections afforded to clients of Raymond James, or for providing
advice in connection with the Acquisition, the content of this
announcement or any matter referred to herein. Neither Raymond
James nor any of its subsidiaries, affiliates or branches owes or
accepts any duty, liability or responsibility whatsoever (whether
direct, indirect, consequential, whether in contract, in tort,
under statute or otherwise) to any person who is not a client of
Raymond James in connection with this announcement, any statement
contained herein or otherwise.
finnCap, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for Castleton Technology as
financial adviser and no one else in connection with the
Acquisition and other matters set out in this announcement and will
not be responsible to anyone other than Castleton Technology for
providing the protections afforded to clients of finnCap, or for
providing advice in connection with the Acquisition, the content of
this announcement or any matter referred to herein. Neither finnCap
nor any of its subsidiaries, affiliates or branches owes or accepts
any duty, liability or responsibility whatsoever (whether direct,
indirect, consequential, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of finnCap
in connection with this announcement, any statement contained
herein or otherwise.
In accordance with the Code, normal United Kingdom market
practice and Rule 14e-5(b) of the US Exchange Act, finnCap and its
respective affiliates will continue to act as exempt principal
trader in Castleton Technology securities on the London Stock
Exchange. These purchases and activities by exempt principal
traders which are required to be made public in the United Kingdom
pursuant to the Code will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com. This information will also be
publicly disclosed in the United States to the extent that such
information is made public in the United Kingdom.
This announcement is for information purposes only and 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 pursuant to the
terms of the Scheme Document (or, if the Acquisition is implemented
by way of an Offer, the offer document), which will contain the
full terms and conditions of the Acquisition, including details of
how to vote in respect of the Acquisition. Any decision in respect
of, or other response to, the Acquisition should be made only on
the basis of the information in the Scheme Document (or, if the
Acquisition is implemented by way of an Offer, the offer
document).
This announcement does not constitute a prospectus or prospectus
exempted document.
Overseas Shareholders
This announcement has been prepared in accordance with English
law, the Code, the Market Abuse Regulation, the AIM Rules and the
Disclosure Guidance and Transparency Rules and information
disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside
England.
The availability of the Acquisition to Castleton Technology
Shareholders who are not resident in and citizens of the UK may be
affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizens. Persons who are not
resident in the UK should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions.
In particular, the ability of persons who are not resident in the
United Kingdom to vote their Castleton Technology Shares with
respect to the Scheme at the Court Meeting, or to appoint another
person as proxy to vote at the Court Meeting on their behalf, may
be affected by the laws of the relevant jurisdictions in which they
are located. 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. Further details in relation to Overseas Shareholders
will be contained in the Scheme Document.
Unless otherwise determined by Bidco 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 from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Copies of
this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send it in or into or from
any Restricted Jurisdiction. Doing so may render invalid any
related purported vote in respect of the Acquisition. If the
Acquisition is implemented by way of an Offer (unless otherwise
permitted by applicable law and regulation), the Offer may not be
made directly or indirectly, in or into, or by the use of mails or
any means or instrumentality (including, but not limited to,
facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of any Restricted
Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
Notice to US investors in Castleton Technology
The Acquisition relates to the shares of an English company and
is being made by means of 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 or proxy
solicitation rules under the US Exchange Act . Accordingly, the
Acquisition is subject to the disclosure requirements and practices
applicable in the UK to schemes of arrangement which differ from
the disclosure requirements of the US tender offer and proxy
solicitation rules. The financial information included in this
announcement has been prepared in accordance with generally
accepted accounting principles of the United Kingdom 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 United
States.
If, in the future, Bidco exercises its right to implement the
Acquisition by way of an Offer, which is to be made into the United
States, such Offer will be made in compliance with the applicable
US laws and regulations.
It may be difficult for US holders of Castleton Technology
Shares to enforce their rights and any claim arising out of the US
federal laws, since Bidco and Castleton Technology are located in a
non-US jurisdiction, and some or all of their officers and
directors may be residents of a non-US jurisdiction. US holders of
Castleton Technology Shares may not be able to sue a non-US company
or its officers or directors in a non-US court for violations of
the 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.
US Castleton Technology Shareholders also should be aware that
the transaction contemplated herein may have tax consequences in
the US and, that such consequences, if any, are not described
herein. US Castleton Technology Shareholders are urged to consult
with legal, tax and financial advisers in connection with making a
decision regarding this transaction.
Forward-Looking Statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by Bidco and Castleton
Technology 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
Bidco and Castleton Technology 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
include statements relating to the expected effects of the
Acquisition on Bidco and Castleton Technology (including their
future prospects, developments and strategies), 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", "projects", "strategy", "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
Bidco and Castleton Technology believe that the expectations
reflected in such forward-looking statements are reasonable, Bidco
and Castleton Technology 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
complete the Acquisition; the ability to obtain requisite
regulatory and shareholder approvals and the satisfaction of other
Conditions on the proposed terms and schedule; as future market
conditions, changes in general economic and business conditions,
the behaviour of other market participants, the anticipated
benefits from the proposed transaction not being realised as a
result of changes in general economic and market conditions in the
countries in which Bidco and Castleton Technology operate, weak,
volatile or illiquid capital and/or credit markets, changes in tax
rates, interest rate and currency value fluctuations, the degree of
competition in the geographic and business areas in which Bidco and
Castleton Technology operate and changes in laws or in supervisory
expectations or requirements. 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
Bidco nor Castleton Technology, nor any of their respective
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 will actually occur. You are cautioned not to
place any reliance on these forward-looking statements. Other than
in accordance with their legal or regulatory obligations, neither
Bidco nor Castleton Technology is under any obligation, and Bidco
and Castleton Technology 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 and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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
pe rson 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% 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 previ ously been disclosed
under Rule 8. A Dealing Disc losure 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 conc ert 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.
Publication on a website
This announcement and the scheme document will be available ,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions , on Castleton Technology 's website at
www. castletonplc .com promptly and in any event by no later than
12 noon on 5 May 2020. Neither the content of the website referred
to in this announcement nor the content of any website accessible
from hyperlinks on any such website is incorporated into or forms
part of this announcement.
No profit forecasts, estimates or quantified benefits
statements
No statement in this announcement is intended as a profit
forecast, profit estimate or quantified benefits statement for any
period and no statement in this announcement should be interpreted
to mean that earnings or earnings per share for Castleton
Technology for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for Castleton Technology.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, Castleton Technology
Shareholders, persons with information rights and participants in
Castleton Technology Share Option Plans may request a hard copy of
this announcement by contacting submitting a request in writing to
Neville Registrars at Neville House, Steelpark Road, Halesowen B62
8HD or by calling Neville Registrars on 0121 585 1131 from within
the UK or +44(0)121 585 1131 if calling from outside the UK. Calls
are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate. Lines will be open between 9.00 am
to 5.00 pm, Monday to Friday excluding public holidays in England
and Wales. Unless you make such a request, a hard copy of this
announcement and any such information incorporated by reference in
it will not be sent to you. You may also request that all future
documents, announcements and information to be sent to you in
relation to the Acquisition be in hard copy form .
Electronic Communications
Please be aware that addresses, electronic addresses and certain
other information provided by Castleton Technology Shareholders,
persons with information rights and other relevant persons for the
receipt of communications from Castleton Technology may be provided
to Bidco during the offer period as required under Section 4 of
Appendix 4 of the Code to comply with Rule 2.11(c).
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ROMFLFFSERIRFII
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