TIDMKLBT
RNS Number : 9877K
Kalibrate Technologies plc
13 July 2017
13 July 2017
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 OF
SUCH JURISDICTION
Kalibrate Technologies plc
("Kalibrate", the "Company" or the "Group")
Notice of proposed cancellation of trading on AIM
Kalibrate Technologies plc (AIM: KLBT), the provider of strategy
and technology services to the global fuel and convenience retail
industry, notes the announcement today by Canterbury Acquisition
Limited ("Hanover Bidco") in relation to the offer by Hanover Bidco
to acquire the entire issued and to be issued ordinary share
capital of Kalibrate not already owned by the Hanover Bidco Group
(the "Offer").
The Company notes from such announcement that, following the
Offer becoming unconditional in all respects and Hanover Bidco
having acquired or received valid acceptances in respect of
Kalibrate Shares under the Offer representing in aggregate over 75
per cent. of the total voting rights of Kalibrate as at the First
Closing Date, Hanover Bidco intends to seek to procure the
cancellation of the admission of Kalibrate Shares to trading on the
AIM market ("AIM") of London Stock Exchange plc (the "London Stock
Exchange") as soon as possible (the "Delisting").
Therefore, the Company hereby gives notice to Shareholders that
it has applied to the London Stock Exchange for the Delisting. With
the consent of the London Stock Exchange, the Delisting will be
carried out without the requirement for a resolution of
shareholders approving such delisting pursuant to Rule 41 of the
AIM Rules. It is expected that the Delisting will take effect by no
later than 7.00am (London time) on 11 August 2017 (the "Delisting
Date"), following which dealings on AIM in Kalibrate Shares will
cease, and a further announcement will be made at that time.
The Delisting will significantly reduce the liquidity and
marketability of any Kalibrate Shares not acquired by Hanover Bidco
and the Kalibrate Board therefore recommends those Kalibrate
Shareholders who have not already accepted the Offer to accept the
Offer as soon as possible. The procedure for acceptance of the
Offer is set out in the offer document published by Hanover Bidco
on 21 June 2017 (the "Offer Document").
Unless otherwise defined herein, capitalised terms in this
announcement have the meaning given to them in the Offer Document,
a copy of which can be found at
http://www.kalibratetech-ir.com.
Kalibrate Technologies plc via FTI Consulting,
LLP
Bob B Stein, Jr. Chief Executive
Officer
Gregg R Budoi, Chief Financial
Officer
N+1 Singer Advisory LLP +44 (0) 20 7496 3000
Shaun Dobson / Alex Price /
James Hopton
FTI Consulting, LLP +44 (0) 20 3727 1000
Matt Dixon / Chris Lane / Emma
Appleton / Elena Kalinskaya
About Kalibrate
For over 20 years, Kalibrate (LSE: KLBT) has advised fuel and
convenience retailers throughout the world on how to be
best-in-class operators in the fast changing marketplace.
Kalibrate's global footprint and local presence are the result of a
merger between two market leaders: KSS Fuels, the forerunner in
fuel pricing automation, and MPSI, recognized leaders of retail
location intelligence. Clients gain fuller visibility, truer
insight and more effective control over what matters most-what
Kalibrate calls Your Adaptive Edge(TM).
Headquartered in Manchester, United Kingdom and Florham Park,
New Jersey, Kalibrate has centers of excellence in Mumbai, India;
Tulsa, Oklahoma; and Melbourne, Australia as well as offices in 10
other countries. For more information, visit kalibrate.com.
N+1 Singer, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
as financial adviser and broker to Kalibrate and no-one else in
connection with the Offer and other matters described in this
Announcement, and will not be responsible to anyone other than
Kalibrate for providing the protections afforded to clients of N+1
Singer or for providing advice in relation to the Offer, the
contents of this Announcement or any other matter referred to
herein.
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 AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY
SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY
JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION
IN CONTRAVENTION OF APPLICABLE LAW. THE OFFER HAS BEEN MADE SOLELY
BY MEANS OF THE OFFER DOCUMENT, WHICH CONTAINS THE FULL TERMS AND
CONDITIONS OF THE OFFER, AND IN THE CASE OF KALIBRATE SHARES HELD
IN CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN
RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE
INFORMATION CONTAINED IN THE OFFER DOCUMENT. SHAREHOLDERS ARE
ADVISED TO READ THE OFFER DOCUMENT CAREFULLY.
Overseas Kalibrate Shareholders
The availability of the Offer and the release, publication and
distribution of this Announcement in jurisdictions other than the
United Kingdom may be restricted by the laws of those jurisdictions
and therefore persons who are not resident in the United Kingdom
into whose possession this Announcement comes should inform
themselves about and observe any such restrictions. Failure to
comply with any such 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 Offer disclaim any responsibility or liability for the
violation of such restrictions by any person. Accordingly, copies
of this Announcement and any other related document will not be,
and must not be, directly or indirectly, mailed or otherwise
distributed or sent in or into any Restricted Jurisdiction and
persons in such Restricted Jurisdictions receiving such documents
(including custodians, nominees and trustees) must not distribute
or send them in, into or from such jurisdictions as doing so may
violate the laws of such jurisdictions and may make invalid any
purported acceptance of the Offer by persons in any such Restricted
Jurisdiction.
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 Offer is not being made directly or indirectly, in or into,
or by use of the mails, or by any means or instrumentality
(including, without limitation, by means of telephone, facsimile,
telex, internet or other forms of electronic communication) of
interstate or foreign commerce of, or any facilities of a
securities exchange of any Restricted Jurisdiction and the Offer is
not capable of acceptance by any such use, means, instrumentality
or facility or from within any Restricted Jurisdiction.
Publication of this Announcement
Neither the content of Kalibrate's website nor the content of
any websites accessible from hyperlinks on Kalibrate's website or
contained in this Announcement is incorporated into, or form part
of, this Announcement nor, unless previously published by means of
a recognised information service, should any such content be relied
upon in reaching a decision regarding the matters referred to in
this Announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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