TIDMPVCS
RNS Number : 1393T
PV Crystalox Solar PLC
16 July 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) no. 596/2014
PV CRYSTALOX SOLAR PLC
(the "Company")
Tender Offer to purchase up to 3,636,363 Ordinary Shares at 55
pence per Ordinary Share
and
Notice of General Meeting
and
Cancellation of admission of Ordinary Shares to the standard
segment of the Official List and to trading on the London Stock
Exchange's Main Market for listed securities
16 July 2020
Further to the announcement on 29 June 2020, in which the
Company announced that following receipt of the payment relating to
the settlement of a legacy wafer supply contract, it will proceed
to return up to GBP2 million of surplus capital to Shareholders by
way of a tender offer (the "Tender Offer"), the Company today
announces further details of the Tender Offer, including the
pricing at 55 pence (the "Tender Price") per Ordinary Share as well
as the opening of the Tender Offer on 17 July 2020.
Cancellation
The Company also announces that it will request the cancellation
of the listing of its Ordinary Shares on the standard segment of
the Official List and to trading on the London Stock Exchange's
Main Market for listed securities ("Cancellation of Listing"). The
Cancellation of Listing is intended to take effect from 7.00 am on
29 September 2020.
Highlights of the Tender Offer
-- The Tender Price represents:
-- a premium of 16.5% to the closing price of 47.2 pence per
Ordinary Share on 13 July 2020 (being the Latest Practicable Date);
and
-- a premium of 29.4% to the volume weighted average price of
42.5 pence per Ordinary Share over the one month to 13 July
2020.
-- The maximum number of Ordinary Shares that may be acquired
under the Tender Offer is 3,636,363 representing approximately
49.9% of the Company's Issued Ordinary Share Capital on 13 July
2020 (being the Latest Practicable Date).
-- The Tender Offer opens tomorrow and will close at 1.00 pm on
9 September 2020.
-- To the extent that Shareholders choose not to participate in
the Tender Offer, the surplus cash that is not returned to
Shareholders will be held by the Company. The Board of the Company
will consider how to utilise the surplus cash in due course,
depending on the relevant amount and other conditions.
-- Completion of the Tender Offer will be conditional on
shareholder approval of the Tender Offer at the General Meeting on
9 September 2020.
The preceding summary should be read in conjunction with the
full text below, as well as the shareholder circular (the
"Circular"), which will be posted to Shareholders and also includes
notice of a General Meeting. A copy of the Circular is also
available from the Company's website at www.pvcrystalox.com .
A summary expected timetable of principal events is set out in
Appendix I to this announcement.
General Meeting
A General Meeting is being convened for 11.00 am on 9 September
2020 to consider and, if approved by shareholders, pass the Tender
Offer Resolution, set out in full in the Circular.
Enquiries:
PV Crystalox Solar PLC +44 (0) 1235 437160
Peter Finnegan, Company Secretary
Shore Capital +44 (0) 20 7408 4050
Antonio Bossi / Robert Finlay
PV CRYSTALOX SOLAR PLC
Tender Offer to purchase up to 3,636,363 Ordinary Shares at 55
pence per Ordinary Share
and
Notice of General Meeting
and
Cancellation of admission of Ordinary Shares to the standard
segment of the Official List and to trading on the London Stock
Exchange's Main Market for listed securities
1 BACKGROUND TO AND REASONS FOR THE TER OFFER AND CANCELLATION OF LISTING
1.1 Tender Offer
During the last two years the Board has explored various options
to maximise any value from the listing of the Group's shares on the
Official List but has been unable to identify any viable
opportunities.
In March 2019, following an extensive review of the strategic
options for the future of the Group, the Board concluded that
returning a large proportion of the Group's surplus capital, as
part of an orderly resolution of the Group's affairs, would be in
the best interests of shareholders. A capital return of EUR43.4
million (GBP38.5 million) was duly completed in June 2019.
On 19 March 2020, the Company announced that the Board had
concluded that a further return of capital would be an appropriate
course of action, followed by a cancellation of the Listing. The
Board noted that this further return of capital was to be
contingent upon receipt of the payment relating to the settlement
of a legacy wafer supply contract.
On 29 June 2020, the Company announced that following receipt of
the payment relating to the settlement of a legacy wafer supply
contract, it will proceed to return up to GBP2 million of surplus
capital to Shareholders by way of a Tender Offer.
The benefits of the Tender Offer are that it:
(a) is available to all Qualifying Shareholders regardless of
the size of their shareholdings (subject to rounding);
(b) means tendering Shareholders will receive a premium of 16.5%
to the closing price of 47.2 pence per Ordinary Share on 13 July
2020 (being the Latest Practicable Date) and represents a premium
of 29.4% to the volume weighted average price of 42.5 pence per
Ordinary Share over the one month to 13 July 2020;
(c) provides Qualifying Shareholders with an opportunity to
partially realise their investment in the Company on an equivalent
basis to all Qualifying Shareholders prior to the Cancellation of
Listing; and
(d) enables those Qualifying Shareholders who do not wish to
realise their investment in Ordinary Shares at this time to
maintain their current investment in the Company.
Qualifying Shareholders may choose not to tender their existing
holding of Ordinary Shares, but following the Cancellation of
Listing, Qualifying Shareholders should take into consideration,
amongst other things, that:
(e) they will no longer be able to trade their Ordinary Shares
on the London Stock Exchange and the opportunity to realise their
investment in the Company by selling their Ordinary Shares will be
reduced; and
(f) the corporate governance, regulatory and financial reporting
regime which applies to companies whose shares are admitted to the
Official List and to trading on the London Stock Exchange's Main
Market will no longer apply (save that the Takeover Code will
continue to apply to the Company to afford protection to its
shareholders for a period of 10 years following the Cancellation of
Listing).
1.2 Cancellation of Listing
The Board has for some time been reviewing the benefits to, and
burdens on, the Company and Shareholders of continuing the Listing.
The Board has concluded that it is in the interests of Shareholders
to proceed with the Cancellation of Listing for the following
reasons:
(a) the Company has no intention of completing a public markets
transaction such as a secondary fundraise or an acquisition using
its Ordinary Shares as currency; and
(b) given the reduced size of the Company and its limited
business activity, the cost of maintaining the systems, procedures,
staff and advisers to comply with listed company requirements is
not an optimal use of the Company's financial resources.
For the reasons set out above, the Board has concluded that it
would be in the interests of the Company and Shareholders as a
whole if the Listing were to be cancelled following the Tender
Offer.
The Cancellation of Listing is expected to take effect from 7.00
am on 29 September 2020. In accordance with UK Listing Rule 5.2.8,
the Company is required to give at least 20 business days' notice
to the London Stock Exchange of the intended Cancellation of
Listing. Shareholder approval is not required in order to effect
the Cancellation of Listing.
2 TER OFFER
2.1 How to Participate in the Tender Offer
Each Qualifying Shareholder is entitled to tender a percentage
of that Qualifying Shareholder's holding equal to (or less than, if
they so choose) the Individual Basic Entitlement. Qualifying
Shareholders will also be entitled to apply to tender Ordinary
Shares in excess of their Individual Basic Entitlement and, to the
extent that other Shareholders do not tender their Individual Basic
Entitlement all such Ordinary Shares will be scaled down pro rata
to the total number of such Ordinary Shares tendered in excess of
the aggregate Individual Basic Entitlement, such that the total
number of Ordinary Shares purchased pursuant to the Tender Offer
does not exceed 3,636,363 and the maximum total cost of the
Ordinary Shares purchased pursuant to the Tender Offer does not
exceed GBP2 million, in accordance with the terms and conditions of
the Tender Offer which shall be set out in the Circular expected to
be published later today.
2.2 Full terms and conditions of the Tender Offer
Full details of the Tender Offer, including the terms and
conditions on which it is made, as well as the procedure for
tendering and settlement, will be set out in the Circular, expected
to be published later today.
3 CURRENT TRADING AND OUTLOOK
As part of the continuing resolution of the Company's affairs
the Board has implemented various measures to reduce costs. The UK
office has now been closed and the CFO/Company Secretary's role has
become part-time with effect from 1 July 2020. Non-executive
director fees were reduced by 50% from January 2020 and a similar
adjustment will be effected for the Chief Executive. The
Cancellation of Listing will deliver a further reduction in
overheads and Michael Parker will also step down at that time from
his position as a non-executive director. The Board will continue
its endeavours to complete the transformation of the manufacturing
operation in Germany although the Covid-19 pandemic has disrupted
progress. Additionally, work will continue to resolve any potential
challenge from tax authorities regarding the distribution of
payments received under the arbitration settlement in 2018. A sale
of the German business to a third party or a transfer to the
existing management team remains the ultimate objective and
together with a resolution of the tax issues may enable a further
cash return to shareholders in due course. As the Company's ability
to accelerate the liquidation process is limited and economic
considerations make such action unfavourable, the Board's focus is
on minimising the cash burn during the next 12-18 months while the
outstanding issues are resolved.
4 GENERAL MEETING
4.1 Whilst the Company has existing authority to purchase its
own shares, pursuant to the Annual General Meeting held on 23 June
2020, the Company wishes to obtain fresh authority from
Shareholders in connection with the proposed Tender Offer and
acquisition of Ordinary Shares. The Tender Offer Resolution is
subject to different parameters than the authority previously
granted by Shareholders, including with respect to the aggregate
number of Ordinary Shares that may be purchased and the price at
which such Ordinary Shares may be acquired. The Tender Offer
Resolution proposes to authorise the Company to purchase up to
3,636,363 Ordinary Shares at a price of 55 pence per Ordinary Share
in connection with the Tender Offer.
5 EXPECTED TIMETABLE OF PRINCIPAL EVENTS
A summary expected timetable of principal events is set out in
Appendix I to this announcement.
IMPORTANT NOTICES
This announcement is not intended to, and does not constitute,
or form part of, any offer to sell or an invitation to purchase or
subscribe for any securities or a solicitation of any vote or
approval in any jurisdiction. Shareholders are advised to read
carefully the Circular. Any response to the Tender Offer should be
made only on the basis of the information in the Circular.
Shore Capital (which is authorised and regulated in the UK by
the FCA), is acting exclusively for the Company and no one else in
connection with this announcement and the Tender Offer and will not
regard any other person as its client in relation to the Tender
Offer and accordingly will not be responsible to anyone other than
the Company for providing the protections afforded to its clients,
or for providing advice in connection with the Tender Offer or any
other transaction, arrangement or other matter referred to in this
announcement as relevant.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Shore Capital under FSMA or the regulatory regime
established thereunder: (i) none of Shore Capital or any persons
associated or affiliated with them accepts any responsibility
whatsoever or makes any warranty or representation, express or
implied, in relation to the contents of this announcement,
including its accuracy, completeness or verification or for any
other statement made or purported to be made by, or on behalf of
it, the Company or the Directors, in connection with the Company
and/or the Tender Offer; and (ii) Shore Capital accordingly
disclaims, to the fullest extent permitted by law, all and any
liability whatsoever, whether arising in tort, contract or
otherwise (save as referred to above) which it might otherwise be
found to have in respect of this announcement or any such
statement.
Forward--Looking Statements
The Circular contains indications of likely future developments
and other forward--looking statements that are subject to risk
factors associated with, amongst other things, the economic and
business circumstances occurring from time to time in the
countries, sectors and business segments in which the Group
operates. These factors include, but are not limited to, those
discussed in Part III (Risk Factors) of the Circular. These and
other factors could adversely affect the Group's results, strategy
and prospects. Forward--looking statements involve risks,
uncertainties and assumptions. They relate to events and/or depend
on circumstances in the future which could cause actual results and
outcomes to differ materially from those currently anticipated. No
obligation or duty is assumed (except as required by the Listing
Rules, the Disclosure Guidance and Transparency Rules, the rules of
the London Stock Exchange and by law) to update any
forward--looking statements, whether as a result of new
information, future events or otherwise.
Overseas shareholders
The availability of the Tender Offer to Shareholders who are not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdiction in which they are located. Persons who are
not resident in the United Kingdom should read paragraph 11
(Overseas Shareholders) set out in Part IV (Terms and Conditions of
the Tender Offer) of the Circular and should inform themselves
about, and observe, any applicable legal or regulatory
requirements. Shareholders who are resident in the United States
should read the Notice for US Shareholders on page 2 of the
Circular and paragraph 12 (US Shareholders) set out in Part IV
(Terms and Conditions of the Tender Offer) of the Circular.
Unless otherwise determined by the Company and Shore Capital and
permitted by applicable law and regulation, neither the Circular
nor the Tender Form or any related document is being, or may be,
directly or indirectly, mailed, transmitted or otherwise forwarded,
distributed, or sent in, into or from any Restricted Jurisdiction,
and persons receiving the Circular, the Tender Form and/or any
related document (including, without limitation, trustees, nominees
or custodians) must not mail or otherwise forward, distribute or
send it in, into or from such Restricted Jurisdiction, as to do so
may invalidate any purported participation in the Tender Offer. Any
person (including, without limitation, trustees, nominees or
custodians) who would or otherwise intends to, or who may have a
contractual or legal obligation to, forward the Circular together
with the Tender Form and/or any related document to any
jurisdiction outside the United Kingdom, should seek appropriate
advice before taking any action.
This announcement does not constitute or form part of any offer
or invitation to sell, or any solicitation of any offer to purchase
or subscribe for any Ordinary Shares nor shall it (or any part of
it) or the fact of its distribution, form the basis of, or be
relied on in connection with, any contract therefor. The Tender
Offer is made only pursuant to the Circular and the related Tender
Form with respect to the Ordinary Shares. The Tender Offer is not
being made to holders of Ordinary Shares residing in any
jurisdiction in which the making of the Tender Offer would not be
in compliance with the laws of that jurisdiction.
US Shareholders
The Tender Offer relates to securities in a non--US company and
is subject to the disclosure requirements, rules and practices
applicable to companies listed in the UK, which differ from those
of the United States in certain material respects. The Circular has
been prepared in accordance with the UK style and practice for the
purpose of complying with English law. The financial information
relating to the Company, which is available for review on the
Company's website (www.pvcrystalox.com), has not been prepared in
accordance with generally accepted accounting principles in the
United States and thus may not be comparable to financial
information relating to US companies. The Tender Offer is not
subject to the disclosure and other procedural requirements of
Regulation 14D under the US Exchange Act. The Tender Offer will be
made in the United States in accordance with the requirements of
Regulation 14E under the US Exchange Act to the extent applicable.
Certain provisions of Regulation 14E under the US Exchange Act are
not applicable to the Tender Offer by virtue of Rule 14d--1(d)
under the US Exchange Act. US Shareholders should note that the
Ordinary Shares are not listed on a US securities exchange and the
Company is not subject to the periodic reporting requirements of
the US Exchange Act and is not required to, and does not, file any
reports with the US Securities and Exchange Commission
thereunder.
It may be difficult for US Shareholders to enforce certain
rights and claims arising in connection with the Tender Offer under
US federal securities laws since the Company is located outside the
United States and most of its officers and directors reside outside
the United States. It may not be possible to sue a non--US company
or its officers or directors in a non--US court for violations of
US securities laws. It also may not be possible to compel a non--US
company or its affiliates to subject themselves to a US court's
judgment.
The receipt of cash pursuant to the Tender Offer by a
Shareholder who is a US citizen or otherwise a US taxpayer will
likely be a taxable transaction for federal income tax purposes.
This document does not address any United States federal or state
income tax consequences of the Tender Offer and each such
Shareholder should consult and seek individual US tax advice from
an appropriate professional adviser. To the extent permitted by
applicable law and in accordance with normal UK practice, the
Company, Shore Capital or any of their respective affiliates, may
make certain purchases of, or arrangements to purchase, Ordinary
Shares outside the United States during the period in which the
Tender Offer remains open for participation, including sales and
purchases of Ordinary Shares effected by Shore Capital acting as
market maker in the Ordinary Shares. These purchases, or other
arrangements, may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. In order to
be excepted from the requirements of Rule 14e--5 under the US
Exchange Act by virtue of Rule 14e--5(b)(12) thereunder, such
purchases, or arrangements to purchase, must comply with applicable
English law and regulation, including the Listing Rules, and the
relevant provisions of the US Exchange Act. Any information about
such purchases will be disclosed as required in the UK and the US
and, if required, will be reported via a Regulatory Information
Service and will be available on the London Stock Exchange website
at http://www.londonstockexchange.com. While the Tender Offer is
being made available to Shareholders in the United States, the
right to tender Ordinary Shares is not being made available in any
jurisdiction in the United States in which the making of the Tender
Offer or the right to tender such Ordinary Shares would not be in
compliance with the laws of such jurisdiction.
This document has not been approved, disapproved or otherwise
recommended by the US Securities and Exchange Commission or any US
state securities commission and such authorities have not confirmed
the accuracy or determined the adequacy of this document. Any
representation to the contrary is a criminal offence in the United
States.
The Tender Offer is being made in the United States solely by
the Company and no one else. Shareholders tendering from the United
States or nominees acting on their behalf should carefully follow
the instructions for tenders by US Shareholders set out in
paragraph 12 of Part IV (Terms and Conditions of the Tender Offer)
of the Circular.
APPIX I
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Time and Date
Announcement of the Tender Offer and 16 July 2020
Cancellation of Listing
Tender Offer opens 17 July 2020
Latest time and date for receipt of Forms 11.00 am on 7 September
of Proxy for the General Meeting 2020
General Meeting 11.00 am on 9 September
2020
Latest time and date for receipt of Tender 1.00 pm on 9 September
Forms and share certificates in relation 2020
to the Tender Offer
Latest time and date for receipt of TTE 1.00 pm on 9 September
Instructions in relation to the Tender 2020
Offer
Announcement of results of the General by 3.00 pm on 9 September
Meeting 2020
Tender Offer Record Date 6.00 pm on 9 September
2020
Announcement of results of the Tender By 7.00 am on 11 September
Offer 2020
Purchase of Ordinary Shares under the 11 September 2020
Tender Offer
CREST accounts credited in respect of no later than 15 September
Tender Offer proceeds for uncertificated 2020
Ordinary Shares
CREST accounts credited for revised uncertificated no later than 15 September
holdings of Ordinary Shares (or, in the 2020
case of unsuccessful tenders, for entire
holdings of Ordinary Shares)
Cheques dispatched in respect of Tender no later than 18 September
Offer proceeds for certificated Ordinary 2020
Shares
Return of share certificates in respect no later than 18 September
of unsuccessful tenders of certificated 2020
Ordinary Shares
Despatch of balancing share certificates no later than 18 September
(in respect of certificated Ordinary 2020
Shares) for revised, certificated holdings
in the case of partially successful tenders
Last day of dealing in Ordinary Shares 28 September 2020
Cancellation of Listing with effect from 7.00
am on 29 September 2020
Notes:
1. References to time in the Circular are to London time.
2. If any of the above times or dates should change, this revised
time and/or date will be announced to Shareholders through a
Regulatory Information Service.
3. All events relating to the Tender Offer in the above timetable
following the General Meeting are conditional upon approval
by the shareholders of the Tender Offer Resolution to be proposed
at the General Meeting.
APPIX II
DEFINITIONS
The definitions set out below apply through this announcement,
unless the context requires otherwise.
GBP or GBP or Sterling the lawful currency of the United
or Stg or pence or p Kingdom
General Meeting or GM the general meeting of the company to
be held at Innovation Centre, 99 Park
Drive, Milton Park, Abingdon, Oxfordshire,
England, OX14 4RY on 9 September 2020
at 11.00 am, or any adjournment thereof,
notice of which is set out at the end
of the Circular
Board or Directors the Board of Directors of
PV Crystalox
Business a day (other than a Saturday, Sunday or
Day public holiday) on which banks are generally
open for business in London
Circular the circular to be sent to Shareholders
on or about the date hereof containing
details of the Tender Offer, the Cancellation
of Listing and General Meeting
Companies the Companies Act 2006 (as
Act amended)
Company PV Crystalox Solar Plc
CREST the electronic transfer and settlement
system for the paperless settlement of
trades in listed securities and the holding
of uncertificated securities in accordance
with the CREST Regulations operated by
Euroclear
Director(s) the directors of PV Crystalox
Disclosure Guidance and the transparency rules made by the FCA
Transparency for the purpose of Part 6 of FSMA
Rules
EU the European
Union;
Euroclear Euroclear UK & Ireland Limited, the operator
of CREST
Form of Proxy the form of proxy for use at the General
Meeting, which is being made available
with the Circular
FSMA the Financial Services and Markets Act
2000, as amended, modified or re--enacted
from time to time
PV Crystalox or PV Crystalox PV Crystalox Solar PLC, a public limited
Solar PLC company incorporated in England and Wales,
with registered number 06019466
Group PV Crystalox Solar PLC and its subsidiary
undertakings and associated undertakings
and, where the context permits, each of
them
Individual Basic Entitlement the entitlement of a Qualifying Shareholder
under the Tender Offer to tender 49.9%
of the Ordinary Shares registered in his
or her name at the Tender Offer Record
Date, rounded down to the nearest whole
number of Ordinary Shares
Issued Ordinary Share the issued Ordinary Shares in the capital
Capital of the
Company
Latest Practicable Date 13 July 2020, being the latest practicable
or LPD date prior to publication of this
announcement
Listing the admission of the Ordinary Shares to
the standard segment of the Official List
and to trading on the London Stock Exchange's
Main Market for listed securities
Listing the listing rules made by the FCA under
Rules Section 73A
FSMA
London Stock Exchange the London Stock Exchange plc or its
or LSE successor(s)
Notice of General Meeting the notice of the General Meeting which
or Notice of GM appears in the Circular
Official the daily official list of the London
List Stock
Exchange
Ordinary ordinary shares of 3.0206 pence each in
Shares the share capital of the Company
Qualifying Shareholders who are entitled to participate
Shareholder in the Tender Offer, being those who are
on the Register on the Tender Offer Record
Date and excluding those in a Restricted
Jurisdiction
Register the Company's register of members
Registrar or Receiving Equiniti Limited
Agent
Regulatory Information any of the services set out in appendix
Service or RIS II to the Listing
Rules
Restricted any jurisdiction where the mailing of
Jurisdiction the Circular or the accompanying documents,
or the extension of the Tender Offer,
in the manner contemplated by the Circular
into or inside such jurisdiction would
constitute a violation of the laws of
such jurisdiction
Shareholders the holders for the time being of Ordinary
Shares and "Shareholder" shall be construed
accordingly
Shore Capital means Shore Capital and Corporate Limited,
the Company's financial adviser, and/or
Shore Capital Stockbrokers Limited, the
Company's broker, as the context requires
Takeover Code the City Code on Takeovers and
Mergers
Tender Form the form for use by Ordinary Shareholders
who hold Ordinary Shares in certificated
form in connection with the Tender Offer
Tender Offer the invitation to Shareholders to tender
Ordinary Shares on the terms and conditions
set out in the Circular and also, in the
case of certificated Ordinary Shares only,
the Tender Form
Tender Offer Record 6.00 pm on 9 September 2020
Date
Tender Offer Resolution the special resolution be proposed at
the General Meeting, as set out in the
Notice of General Meeting
Tender Price 55 pence being the price per Ordinary
Share at which Ordinary Shares will be
purchased pursuant to the Tender Offer
TTE a transfer to escrow instruction (as defined
Instruction by the CREST
Manual)
UKLA or UK Listing Authority the FCA acting in its capacity as the
competent authority for the purposes of
Part VI of FSMA
United Kingdom or UK the United Kingdom of Great Britain and
Northern Ireland, its territories and
dependencies
United States means the United States of America, its
territories and possessions, any State
of the United States and the District
of Columbia
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
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