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RNS
Densitron Technologies PLC  -  DSN   

Rule 2.7 Announcement

Released 07:00 25-Sep-2015

RNS Number : 1716A
Densitron Technologies PLC
25 September 2015
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

 

25 September 2015

RECOMMENDED CASH ACQUISITION

 

of

 

Densitron Technologies plc

 

by

 

Quixant plc

 

to be effected

by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

 

Summary

·     The Board of Directors of Densitron Technologies plc ("Densitron Technologies") and of Quixant plc ("Quixant") are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition of Densitron Technologies by Quixant, pursuant to which Quixant will acquire the entire issued and to be issued ordinary share capital of Densitron Technologies (the "Acquisition"). It is intended that the Acquisition be implemented by means of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act, further details of which are contained in the full text of this Announcement.

·     Under the terms of the Acquisition:

Densitron Technologies Shareholders will be entitled to receive
11 pence per Densitron Technologies Share.

The Acquisition represents a premium of approximately:

·     29.4 per cent. to the Closing Price per Densitron Technologies Share of 8.5 pence on 24 September 2015 (being the last Business Day prior to the date of this Announcement);

·     36.2 per cent. to the average Closing Price per Densitron Technologies Share of 8.1 pence for the three months ended 24 September 2015 (being the last Business Day prior to this Announcement); and

·     74.4 per cent. to the average Closing Price per Densitron Technologies Share of 6.3 pence for the twelve months ended 24 September 2015 (being the last Business Day prior to the date of this Announcement).

·     The Acquisition values the entire issued share capital of Densitron Technologies at approximately £7.66 million.

·     The consideration payable under the Acquisition will be funded through a combination of existing cash balances of Quixant and a new banking facility to be provided to Quixant by Barclays Bank Plc ("Barclays").

·     The Densitron Technologies Directors, who have been so advised by Westhouse, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the Densitron Technologies Directors, Westhouse has taken into account the commercial assessments of the Densitron Technologies Directors. Westhouse is providing independent financial advice to the Densitron Technologies Directors for the purposes of Rule 3 of the Code.

·     Accordingly, the Densitron Technologies Directors have unanimously agreed to recommend that Densitron Technologies Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting. Each Densitron Technologies Director holding Densitron Technologies Shares has irrevocably undertaken so to do in respect of their own beneficial holding of Densitron Technologies Shares, being in aggregate a total of 12,046,803 Densitron Technologies Shares, representing approximately 17.42 per cent. of the existing ordinary share capital of Densitron Technologies in issue (excluding those held in treasury) on 24 September 2015 (being the latest practicable date prior to this Announcement). The irrevocable undertakings referred to above will remain in full force and effect if the Acquisition is carried out by way of a Takeover Offer provided that: (i) Densitron Technologies has approved the Acquisition being carried out by way of Takeover Offer; and (ii) such Takeover Offer is on terms at least as favourable as the Scheme. These irrevocable undertakings remain binding in the event of a higher, competing offer for Densitron Technologies from a third party.

·     In addition to the irrevocable undertakings received from the Densitron Technologies Directors having beneficial interests in Densitron Technologies Shares, Quixant has also received irrevocable undertakings from the three major shareholders of Densitron Technologies, to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, in respect of a total of 28,451,308 Densitron Technologies Shares, representing approximately 41.13 per cent. of the existing ordinary share capital of Densitron Technologies in issue (excluding those held in treasury) on 24 September 2015 (being the latest practicable date prior to this Announcement). These irrevocable undertakings remain binding in the event of a higher, competing offer for Densitron Technologies from a third party.

·     In aggregate, therefore, irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting have been received in respect of a total of 40,498,111 Densitron Technologies Shares, representing approximately 58.55 per cent. of the existing ordinary share capital of Densitron Technologies in issue (excluding those held in treasury) on 24 September 2015 (being the latest practicable date prior to this Announcement).  Further details of these irrevocable undertakings are set out in Appendix III to this Announcement.

·     Quixant was founded in 2005, launched its first product in 2006 and admitted to trading on AIM in 2013. Its current market capitalisation is approximately £90.81 million. Quixant had revenues of $31.9 million and profit before tax of $7.1 million in the 12 months ending 31 December 2014. Quixant reported revenues of $13.6 million and profit before tax of $2.6 million in the 6 months ending 30 June 2015, and net cash of $6.8m as at 30 June 2015.

·     Quixant designs and manufactures complete advanced hardware and software solutions ("Gaming Platforms") for the pay-for-play gaming and slot machine industry. Quixant's Gaming Platforms are supplied to manufacturers of gaming and slot machines and provide the platform upon which their games operate.

·     Quixant is headquartered in the UK, with its finance, marketing and administrative functions based at its head office in Cambridge. Quixant's global sales team is also based at the head office in Cambridge, with a Las Vegas subsidiary responsible for North American (USA and Canada) sales, a branch office undertaking hardware design and manufacture in Taiwan and a subsidiary in Italy that undertakes software development and customer support.

·     The Acquisition and the Scheme will be subject, inter alia, to the satisfaction or waiver of the Conditions set out in Appendix I to this Announcement and in the Scheme Document. Further details of the Scheme will be set out in the Scheme Document, together with Forms of Proxy which it is expected will be sent to Densitron Technologies Shareholders by no later than 9 October 2015, and in any event within 28 days from the date of this Announcement, unless otherwise agreed with the Panel.  Subject to the satisfaction of all relevant conditions, including the conditions and certain further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document, the Scheme will become effective at the latest by 20 November 2015 (or such later date (if any) as Quixant and Densitron Technologies may agree, unless otherwise agreed with the Panel). An expected timetable of principal events will be included in the Scheme Document.

·     At the date of this Announcement, persons connected with the Quixant Directors beneficially own, in aggregate, 800,836 Densitron Technologies Shares representing approximately 1.16 per cent. of Densitron Technologies' existing ordinary share capital. Further information relating to the disclosure of interests in Densitron Technologies Shares is contained in the full text of this Announcement.

 

Commenting on the Acquisition, Michael Peagram, Non-Executive Chairman of Quixant said:

"The acquisition of Densitron Technologies will provide Quixant with the global infrastructure and sales capability to sell Quixant's computer products into wider industrial markets. Densitron Technologies will also benefit from Quixant's strength in the design and manufacture of specialised computers and electronic controllers needed to drive displays. The acquisition will therefore complement Quixant's move into the provision of displays to its gaming customers, alongside the specialised computer systems it currently supplies.

The Board of Quixant expect the acquisition of Densitron Technologies will be significantly earnings enhancing in the first full year of ownership. Following completion Densitron Technologies' shares will be cancelled from trading on AIM with related annual savings of approximately £0.25 million. The acquisition will be funded by a combination of our strong cash resources and a £5 million new banking facility, without the need to raise additional equity capital."

 

Commenting on the Acquisition, Jan G Holmstrom, Non-Executive Chairman of Densitron Technologies, said:

"The Board of Densitron Technologies is pleased to announce that agreement has been reached with Quixant on the terms of a recommended cash offer for Densitron Technologies. With a current market capitalisation of approximately £5.9 million we find the Offer of £7.66 million to be fair and reasonable. The Offer enables Densitron Technologies shareholders to realise value today in cash for their shares at a premium to the recent historical share price and a meaningful premium to the company's share price immediately prior to the date of this Announcement. It also provides the business with the opportunity to realise its global growth ambitions and enhance its product range. We also find it important that Quixant considers our business at Densitron Technologies to be complementary to their current business. We therefore believe that the Offer is a good outcome for all Densitron Technologies stakeholders." 

 

This summary should be read in conjunction with, and is subject to, the accompanying full text of this Announcement (including the Appendices) which sets out further details of the Acquisition and which forms an integral part of this Announcement. Appendix I to this Announcement contains the Conditions to, and certain further terms of, the Scheme and the Acquisition. Appendix II to this Announcement contains further details of the sources of information and bases of calculations set out in this Announcement. Appendix III to this Announcement contains further details of the irrevocable undertakings. Appendix IV to this Announcement contains definitions of certain expressions used in this summary and in this Announcement.

For further information or enquiries please contact:

 

Quixant plc

Tel: +44 (0) 1223 892696

Nick Jarmany, Chief Executive Officer

 

Jon Jayal, General Manager

 

 

 

finnCap Ltd (financial adviser to Quixant)

Tel: +44(0) 20 7220 0500

Matt Goode (Corporate Finance)

 

Grant Bergman (Corporate Finance)

Simon Johnson (Corporate Broking)

 

Malar Velaigam (Institutional Sales)

 

 

 

Alma PR (public relations adviser to Quixant)

 

John Coles

Tel: +44 (0) 7836 273 660

Hilary Buchanan

Tel: +44 (0) 7515 805 218

 

 

Densitron Technologies plc

Tel: +44 (0) 207 648 4200

Grahame Falconer, Chief Executive Officer

 

Tim Pearson, Group Finance Director

 

 

 

Westhouse Securities Limited (financial and nominated adviser and broker to Densitron Technologies)

Tel: +44 (0) 20 7601 6100

Robert Finlay

 

Alastair Stratton

David Coaten

 

 

IFC Advisory PR (adviser to Densitron Technologies)
Tim Metcalfe, Managing Director

Tel: +44 (0) 203 053 8671

 

IMPORTANT NOTICES

 

finnCap Ltd, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser to Quixant and no one else in connection with the matters referred to in this Announcement. In connection with these matters, finnCap, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Quixant for providing the protections afforded to the clients of finnCap nor for providing advice in relation to the matters referred to in this Announcement.

Westhouse Securities Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Densitron Technologies as financial adviser, nominated adviser and broker and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Densitron Technologies for providing the protections afforded to clients of Westhouse Securities Limited, or for providing advice in connection with the Acquisition or any other matter referred to in this Announcement.

This Announcement is made pursuant to Rule 2.7 of the Code and is for information purposes only and is not intended to and does not constitute or form part of an offer to sell or invitation to purchase any securities or the solicitation of any vote for approval in any jurisdiction, nor shall there be any sale, issue or transfer of the securities referred to in this Announcement in any jurisdiction in contravention of applicable law. The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy, which will together contain the full terms and conditions of the Acquisition, including details of how to accept the Acquisition. Any vote in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document.

This Announcement has been prepared for the purpose of complying with the laws of England and Wales, the Code, the Disclosure and Transparency Rules of the FCA, the AIM Rules and the rules of the London Stock Exchange 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 England and Wales.

Overseas Shareholders

The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. Further details in relation to overseas shareholders will be contained in the Scheme Document.

US investors in Densitron Technologies

The Acquisition relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Securities Exchange Act of 1934. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of the US proxy solicitation and tender offer rules. However, if Quixant 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 the US tender offer rules, to the extent applicable.

Restricted Jurisdictions

Unless otherwise determined by Quixant 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 Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that 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. Copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Acquisition to Densitron Technologies Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

 

 

Cautionary Note Regarding Forward Looking Statements

This Announcement contains statements that are or may be deemed to be forward looking with respect to the financial condition, results of operations and business of Densitron Technologies and certain plans and objectives of the Densitron Technologies Board and the Quixant Board accordingly. These forward looking statements can be identified by the fact that they are prospective in nature and do not relate to historical or current facts. These estimates are based on assumptions and assessments made by the Densitron Technologies Board or Quixant in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate.

Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost-saving", "projects", "goal" or "strategy" or, words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Quixant's or Densitron Technologies' operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Quixant's or Densitron Technologies' business.

These forward looking statements are made as at the date of this Announcement and are not guarantees of future financial performance. Except as expressly provided in this Announcement, they have not been reviewed by the auditors of Quixant or Densitron Technologies. Such forward looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. All subsequent oral or written forward looking statements attributable to Quixant or Densitron Technologies or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Quixant or Densitron Technologies disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

Dealing 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 Densitron Technologies 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) Densitron Technologies 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 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) 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 Densitron Technologies 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 Densitron Technologies or of any securities exchange offeror(s) must make a Dealing Disclosure if the person deals in any relevant securities of Densitron Technologies 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) Densitron Technologies and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code 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 Densitron Technologies or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by Densitron Technologies and by any offeror and Dealing Disclosures must also be made by Densitron Technologies, by any offeror(s) and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

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 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.

Disclosure in accordance with Rule 2.10 of the Code

The ordinary shares of Densitron Technologies are admitted to trading on the AIM Market of the London Stock Exchange plc with ISIN No. GB0002637394. Densitron Technologies confirms that it has in issue 69,669,106 ordinary shares of 1 pence each 500,000 of which are held in treasury. The number of ordinary shares in issue with voting rights is 69,169,106.

The ordinary shares of Quixant are admitted to trading on the AIM Market of the London Stock Exchange plc with ISIN No. GB00B99PCP71. Quixant confirms that it has in issue 64,634,782 ordinary shares of 0.001 pence each.

Information relating to Densitron Technologies Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Densitron Technologies Shareholders, persons with information rights and other relevant persons for the receipt of communications from Densitron Technologies may be provided to Quixant during the offer period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c).

If you are in any doubt about the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Market Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Publication on Website

In accordance with Rule 30.4 of the Code, a copy of this Announcement together with all information incorporated into this Announcement by reference to another source will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions on the Quixant or Densitron Technologies websites (www.quixant.com and www.densitron.com respectively) by no later than 12 noon (London time) on the Business Day following the publication of this Announcement. For the avoidance of doubt, the contents of those websites are not incorporated by reference and do not form part of the Scheme Document or this Announcement.

Request for Hard Copy

In accordance with Rule 30.2 of the Code you may request a hard copy of this Announcement (any information incorporated by reference in this Announcement) by contacting Capita Asset Services, Corporate Actions, 34 Beckenham Road, Beckenham, Kent BR3 4TU on 0371 664 0321 or if calling from outside the UK on +44 (0) 208 639 3399 during business hours or by submitting a request in writing to the aforementioned address. It is important that you note that unless you make 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 should be in hard copy form. Calls to Capita Asset Services 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. Capita Asset Services are open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales.  Please note that Capita Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

 

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATION OF SUCH JURISDICTION

25 September 2015

RECOMMENDED CASH ACQUISITION

 

of

 

Densitron Technologies plc

 

by

 

Quixant plc

 

to be effected

by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

1         Introduction

The Densitron Technologies Board and the Quixant Board are pleased to announce that they have reached agreement on the terms of a recommended cash Acquisition of Densitron Technologies by Quixant, pursuant to which Quixant will acquire the entire issued and to be issued ordinary share capital of Densitron Technologies at a price of 11 pence per Densitron Technologies Share. It is intended that the Acquisition be implemented by means of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act.

2         The Acquisition

Although it is intended that the Acquisition will be effected by means of a Scheme, Quixant reserves the right, subject to the consent of the Panel, to implement the Acquisition by way of a Takeover Offer rather than by way of a Scheme and to make appropriate amendments to the terms of the Acquisition in order to do so. The Scheme is subject to the Conditions and further terms set out in the Scheme Document.

If the Scheme becomes effective, each Scheme Shareholder on the Densitron Technologies register of members at the Scheme Record Time will be entitled to receive:

for each Densitron Technologies Share: 11 pence in cash

The Acquisition represents a premium of approximately:

29.4 per cent. to the Closing Price per Densitron Technologies Share of 8.5 pence on 24 September 2015 (being the last Business Day prior to the Announcement);

36.2 per cent. to the average Closing Price per Densitron Technologies Share of 8.1 pence for the three months ended 24 September 2015 (being the last Business Day prior to the Announcement); and

74.4 per cent. to the average Closing Price per Densitron Technologies Share of 6.3 pence for the twelve months ended 24 September 2015 (being the last Business Day prior to the date of the Announcement).

The Scheme requires the approval of Densitron Technologies Shareholders at the Court Meeting and of Densitron Technologies Shareholders at the General Meeting. You are strongly encouraged to vote at the Meetings in person or by proxy.

The purpose of the Court Meeting is to allow Densitron Technologies Shareholders to consider and, if thought fit, approve the Scheme. At the Court Meeting, voting will be by poll and each Scheme Shareholder present in person or by proxy will be entitled to one vote for each Scheme Share held. The resolution at the Court Meeting must be approved by a majority in number of the holders of Scheme Shares present and voting, either in person or by proxy, representing 75 per cent. or more in value of the Scheme Shares held by those Densitron Technologies Shareholders.

The General Meeting will be convened to consider and, if thought fit, to pass the Special Resolutions to approve: (i) the authorisation of the Densitron Technologies Directors to take all actions necessary or appropriate for carrying the Scheme into full effect; and (ii) the alteration of the Densitron Technologies articles of association for the purposes of the Scheme.

It is expected that (subject to satisfaction or (where applicable) waiver of the Conditions) the Court Hearing to sanction the Scheme will be held on or about 6 November 2015 and that the Scheme will become effective in accordance with its terms on or about 10 November 2015 upon a copy of the Court Order being delivered to the Registrar of Companies for registration.

If the Scheme becomes effective, it will be binding on all Densitron Technologies Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or General Meeting (and, if they attended and voted, whether or not they voted in favour), and all of the Densitron Technologies Shares will be transferred to Quixant. Densitron Technologies will thus become a wholly-owned private subsidiary of Quixant.

Upon the Scheme becoming effective, cheques in respect of the consideration made out in Sterling will be despatched, at the Densitron Technologies Shareholders' own risk, to Densitron Technologies Shareholders (or, where appropriate, in the case of Densitron Technologies Shareholders who hold their Densitron Technologies Shares in uncertificated form (that is, through CREST), credited to their CREST accounts) within 14 days of the Effective Date.

When the Scheme is published your attention is drawn to (i) the Explanatory Statement, set out in Part 2 of the Scheme Document which gives details about the Acquisition, (ii) the terms of the Scheme set out in Part 3 of the Scheme Document and (iii) the additional information set out in the Appendices to the Scheme Document.

3         Background to and reasons for the Acquisition and the recommendation by the Densitron Technologies Directors

Densitron Technologies is a UK based AIM quoted company whose primary business is the sale of electronic displays and ancillary electronics, software and plastics to the industrial marketplace. It operates through subsidiaries located in the UK, US, Japan, France, Finland, Germany and Taiwan.

Densitron Technologies had very challenging years in 2012 and 2013 where revenues and consequently profits from operations declined and the revenues anticipated from internally developed products and services were not achieved due to delays in the development process and slower than expected take up by customers. In addition Densitron Technologies settled a dispute of a lease on a property in Newcastle that had been previously occupied by a subsidiary of Densitron Technologies that had been sold a number of years earlier.

The result of these issues has had a significant drain on cash resources within Densitron Technologies and these have been compounded by the eventual surrender of the lease in 2015, which resulted in Densitron Technologies' largest shareholder, Mr P Gyllenhammar, providing a loan of £400,000 to Densitron Technologies in order to facilitate the surrender. The loan is required to be repaid by 31 March 2016.

Densitron Technologies owns a piece of land in Blackheath, London which is designated as Metropolitan Open Land. While a considerable amount of work has been undertaken since 2007 to realise an enhanced value for the land, to date, no material change has currently been achieved.

Earlier this year, Densitron Technologies was approached by Quixant to acquire the trading operations of Densitron Technologies. The Board, after due consideration, accepted their indicative valuation of the trading business and agreed to allow Quixant to progress legal and financial due diligence, which has now been completed.

After completing its due diligence investigation of the trading operations of Densitron Technologies, Quixant approached Densitron Technologies with an indicative offer of 11 pence per share to acquire the entire issued share capital of Densitron Technologies.

The business has progressed in recent years as demonstrated by the improved financial results in 2014 and the unaudited interim results in 2015, but the development of new products and services and the resolution of the long running dispute over the lease in Newcastle has resulted in the Densitron Technologies Group depleting its financial resources. In order to grow further, internal investment into products will be required and this will possibly be constrained by requirements to service and repay existing debt.  Consequently, while the business has made significant progress, the Densitron Technologies Board believe that having rebuilt value over the last few years, this represents an appropriate opportunity to place the business in the hands of an organisation with the resources to support the development of the business into the future.

The Densitron Technologies Board, having taken advice from their advisors Westhouse set out in the paragraph below, considers that this offer is a fair price for the acquisition of the entire issued share capital of Densitron Technologies. It also is the belief of the Densitron Technologies Board that Quixant will provide a "good home" for Densitron Technologies with all Densitron Technologies stakeholders benefitting.

4         Recommendation

The Densitron Technologies Directors, who have been so advised by Westhouse, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the Densitron Technologies Directors, Westhouse has taken into account the commercial assessments of the Densitron Technologies Directors. Westhouse is providing independent financial advice for the purposes of Rule 3 of the Code to the Densitron Technologies Directors.

Accordingly, the Densitron Technologies Directors intend to unanimously recommend that Densitron Technologies Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting to effect the Scheme. Each Densitron Technologies Director beneficially holding Densitron Technologies Shares has irrevocably undertaken so to do in respect of his own Densitron Technologies Shares (further details of these irrevocable undertakings are contained in paragraph 5 below).

5         Irrevocable undertakings  

Quixant has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Special Resolutions to be proposed at the General Meeting from the Densitron Technologies Directors who beneficially hold shares in Densitron Technologies and certain other Densitron Technologies Shareholders in respect of a total of 40,498,111 Densitron Technologies Shares representing, in aggregate, approximately 58.55 per cent. of the ordinary share capital of Densitron Technologies in issue (excluding those held in treasury) on 24 September 2015 (being the last practicable date prior to the date of the Scheme Document). These irrevocable undertakings are binding in all respects subject only to this Announcement being made. They shall apply whether the Acquisition is made by way of the Scheme or Takeover Offer but will lapse and cease to have effect if the Acquisition does not become effective for any reason, lapses, is withdrawn or otherwise becomes incapable of ever becoming effective, as the case may be, on or before 31 December 2015. These irrevocable undertakings remain binding in the event of a higher, competing offer for Densitron Technologies from a third party.

Further details of these irrevocable undertakings will be set out in Part 2 (Explanatory Statement) of the Scheme Document and Appendix III (Irrevocable Undertakings) of this Announcement. A copy of the irrevocable undertakings will be put on display on Densitron Technologies' website (www.densitron.com) from 12 noon on 28 September 2015 until the Effective Date.

6         Information on Quixant

Quixant was founded in 2005, launched its first product in 2006 and admitted to trading on AIM in 2013. Its current market capitalisation is approximately £90.81 million. Quixant had revenues of $31.9 million and profit before tax of $7.1 million in the 12 months ending 31 December 2014. Quixant reported revenues of $13.6 million and profit before tax of $2.6 million in the 6 months ending 30 June 2015, and net cash of $6.8m as at 30 June 2015.

Quixant designs and manufactures complete advanced hardware and software solutions ("Gaming Platforms") for the pay-for-play gaming and slot machine industry. Quixant's Gaming Platforms are supplied to manufacturers of gaming and slot machines and provide the platform upon which their games operate.

Quixant is headquartered in the UK, with its finance, marketing and administrative functions based at its head office in Cambridge. Quixant's global sales team is also based at the head office in Cambridge, with a Las Vegas subsidiary responsible for North American (USA and Canada) sales, a branch office undertaking hardware design and manufacture in Taiwan and a subsidiary in Italy that undertakes software development and customer support.

 

 

The board and management team at Quixant comprise seasoned industry professionals with extensive experience at businesses including Densitron Technologies.

Quixant currently has 64,634,782 ordinary shares of 0.001 pence each in issue. The Directors of Quixant are:

Michael Peagram - Non-Executive Chairman

Nicholas Jarmany - Chief Executive Officer

Cresten Preddy - Finance Director

Gary Mullins - Global Sales Director

JJ Lin - Manufacturing Director

Guy van Zwanenberg - Non-Executive Director

 

Director holdings are:

Shareholder

Role

Percentage of issued share capital held

Nicholas Jarmany

Chief Executive Officer

25.92%

JJ Lin

Manufacturing Director

7.1%

Gary Mullins

Global Sales Director

6.28%

Michael Peagram

Non-Executive Chairman

0.24%

Guy van Zwanenberg

Non-Executive Director

0.04%

Other significant shareholders are:

Shareholder

Percentage of issued share capital held

Schroders

10.3%

Octopus

6.5%

River & Mercantile

6.1%

Hargreave Hale

4.2%

Alexander Taylor

4.0%

Mark Mullins

3.8%

John Mullins

3.8%

Susan Mullins

3.8%

Amati

3.3%

 

7         Information on Densitron Technologies

Densitron Technologies was established in 1972 and has been trading for over 40 years. Densitron Technologies was admitted to trading on AIM in 2003. As at 24 September 2015, the market capitalisation was approximately £5.87 million. Densitron Technologies had revenues of £20.67 million and profit before tax of £0.1 million in the 12 months ending 31 December 2014. Densitron Technologies reported revenues of £11.4 million and a loss before tax of £0.2 million in the 6 months ending 30 June 2015.

Densitron Technologies provides bespoke display technology solutions such as TFT displays, liquid crystal displays, graphic displays, organic led display, e-paper, backlights and touchscreens throughout the world. Densitron Technologies collaborates with its suppliers and customers to provide an end-to-end service from product conceptualization, design, manufacture and installation.

Densitron Technologies operates globally and is focusing on five main markets being the UK, America, Germany, France and Japan. Their main subsidiaries are in the UK and the USA. These subsidiaries account for approximately 60 per cent. of sales. 

Densitron Technologies currently has 69,669,106 ordinary shares of 1 pence each in issue, 500,000 of which are held in treasury. The number of ordinary shares with voting rights is 69,169,106.

The Directors of Densitron Technologies are:

                                                                        Percentage of issued    Number of Shares held

share capital*

Jan G Holmstrom - Non- Executive Chairman**         0%                 0

Grahame R Falconer - Chief Executive Officer           0.64%            442,612

Tim Pearson - Group Finance Director                        0.14%            94,516

John Farrell - Non-Executive Director***                      16.64%          11,509,675

*excluding shares held in treasury
**Mr Holmstrom is an employee of Peter Gyllenhammar AB and a nominated non-executive director on behalf of Peter Gyllenhammar AB. Peter Gyllenhammar is the beneficial owner of Peter Gyllenhammar AB which has an interest of 29.99% (20,745,000 shares) in Densitron Technologies plc held through Chase Nominees.
***held through CGWL Nominees Limited

 

Significant shareholders are:

Shareholder

Percentage of issued share capital (excluding shares held in treasury)

Number of Shares held

 

Mr Peter Gyllenhammar*

29.99%

20,745,000

Sterling Property Trust Limited**

16.64%

11,509,675

Mr Johan Claesson and Mr Magnus Claesson ***

6.37%

4,406,308

Mr W and Mrs S Campbell ****

4.77%

3,300,000

 

*beneficial owner of Peter Gyllenhammar AB held through Chase Nominees

**held through CGWL Nominees Limited, beneficially owned by Mr John Farrell

*** as to 600,000 and 3,806,308 shares held respectively, in each case through Chase Nominees

**** held through Barclayshare Nominees Limited

 

8         Current trading

Densitron Technologies announced its unaudited interim results for the 6 months ending 30 June 2015 on 20 August 2015. Further financial and other information on Densitron Technologies will be set out in the Scheme Document.

The Interim Results are available on Densitron Technologies' website (www.densitron.com).

9         Board, management and employees

The board of Quixant considers that the business of Densitron Technologies is complementary to the business of the wider Quixant Group. Accordingly, the board of Quixant intends that, following completion of the Acquisition, Densitron Technologies will continue to be run as a separate entity within the Quixant Group under its existing executive management team. The board of Quixant has further confirmed that it has no current intention to effect any redundancy programmes and that it does not currently intend to make any material changes to the terms and conditions of employment of the current executive management and employees of Densitron Technologies, in each case with reference to the foreseeable period following completion of the Acquisition. However, the board of Quixant will be conducting a review of the operations of Densitron Technologies during the first six months following completion of the Acquisition and may wish to implement certain changes thereafter, depending on the results of its review. It has also been agreed between the parties that the Densitron Technologies Non-Executive Directors will resign with effect from the Effective Date. 

 

In accordance with Rule 2.12 of the Code, Densitron Technologies has made available to its employees a copy of the Announcement and has informed its employees of the rights of any employee representatives under Rule 25.9 of the Code to require that a separate opinion of any employee representatives on the effects of the Scheme on employment be appended to the Scheme Document. If and to the extent that Densitron Technologies is provided with an opinion from the employee representatives after the date of publication of the Scheme Document, Densitron Technologies will publish that opinion in accordance with Rule 25.9 of the Code.

10       Financing of the Acquisition by Quixant

The cash consideration payable will be financed by a combination of a new £5,000,000 banking facility to be provided by Barclays and from Quixant's existing cash resources.

The banking facility is to be entered into by Quixant as borrower and Barclays as lender. The loan is a revolving facility agreement for a commitment of up to £5,000,000 which (subject to certain conditions) is to be made available from the date of signing. The key terms of the facility agreement are:

 

(A) the loan will attract a floating interest rate on drawn sums of 2.75 per cent. over LIBOR;

(B) a £50,000 arrangement fee will be payable on utilisation (or within 30 Business Days of signing);

(C) a commitment fee of 1 per cent. per annum is payable on undrawn, uncancelled commitments;

(D) a prepayment fee of 1 per cent. is payable on any commitment which is cancelled in the first 24 months or on prepayments which are refinanced by a third party lender in the first 24 months;

(E)  the final repayment date is that date falling on the third anniversary of the date of first drawing;

(F)  security will consist of cross guarantees from Quixant and each of its US and UK subsidiaries and, following the Acquisition, the provision of cross guarantees from Densitron Technologies and each of the subsidiaries of Densitron Technologies which are incorporated in the US or UK. Each guarantor will give a full debenture charging the assets of each relevant guarantor company in favour of Barclays; and

(G) representations, warranties and undertakings are to be provided, consistent with a loan facility of this nature. These will include, save in respect of certain exceptions, a negative pledge prohibiting the charging of each guarantor company's assets in favour of any other party, taking on other forms of credit and restrictions on future loans and guarantees.

finnCap, financial adviser to Quixant, is satisfied that sufficient cash resources are available to Quixant to enable it to satisfy in full the consideration payable to Densitron Technologies Shareholders in connection with the Acquisition. Assuming that the cash consideration is payable to all holders of Densitron Technologies Shares full implementation of the Offer would require a maximum cash payment of approximately £7.66 million by Quixant.

11       Conditions

The Scheme is subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document.

The Conditions in paragraph 1.2 of Appendix I to this Announcement provide that the Acquisition will lapse if (amongst other things):

·     the Scheme does not become effective by the Long Stop Date (or such later date as Quixant and Densitron Technologies may, with the consent of the Panel, agree and (if required) the Court may allow);

·     the approval of the Scheme by a majority in number of the Densitron Technologies Shareholders who vote, representing not less than 75 per cent. in value of the Scheme Shares voted, either in person or by proxy, at the Court Meeting;

·     the approval of, amongst other things, all resolutions necessary to implement the Scheme by the requisite majority at the General Meeting; and

·     the sanction of the Scheme by the Court (with or without modification on terms agreed by Densitron Technologies and Quixant) and the delivery of an office copy of the Court Order to the Registrar of Companies.

12       Structure of the Acquisition and the Scheme of Arrangement

12.1 Introduction

It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement between Densitron Technologies and the Densitron Technologies Shareholders, under Part 26 of the Companies Act. The purpose of the Scheme is to provide for Quixant to become the owner of the entire issued ordinary share capital of Densitron Technologies.

The Densitron Technologies Shares will be transferred to Quixant on the Effective Date, in consideration of which Quixant will pay to the holders of those Densitron Technologies Shares so transferred (within 14 days) 11 pence in cash per Densitron Technologies Share held at the Scheme Record Time. Densitron Technologies will make an application to the Court to sanction the Scheme.

Densitron Technologies Shares issued at or after the Scheme Record Time will not be subject to the Scheme. Accordingly, it is proposed that the articles of association of Densitron Technologies be amended so that Densitron Technologies Shares issued at or after the Scheme Record Time (other than to Quixant or its nominees) will be automatically acquired by Quixant on the same terms as under the Scheme.

The Acquisition is subject to the satisfaction or (where relevant) waiver of the Conditions and further terms contained at Appendix I and will only become effective if, among other things, the following events occur on or before the Long Stop Date (or such later date (if any) as Quixant and Densitron Technologies may, with the consent of the Panel and the Court (if required), agree):

(A) a resolution to approve the Scheme is passed by a majority in number of the Densitron Technologies Shareholders present and voting (and entitled to vote) at the Court Meeting, either in person or by proxy, representing 75 per cent. or more in value of the Scheme Shares held by those Densitron Technologies Shareholders (which, for the avoidance of doubt, excludes Quixant and its connected parties);

(B) the Special Resolutions necessary to implement the Scheme are passed by the requisite majority of Densitron Technologies Shareholders required to pass such a Special Resolution at the General Meeting;

(C) the Scheme is sanctioned (with or without modification, on terms agreed by Quixant and Densitron Technologies) by the Court; and

(D) the delivery of a copy of the Court Order to the Registrar of Companies.

On the Effective Date, the Scheme: (i) will be binding on all Densitron Technologies Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and, if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of Densitron Technologies Shares will cease to be valid and entitlements to Densitron Technologies Shares held within the CREST system will be cancelled.

It is expected that the Scheme will become effective on or around 10 November 2015. If the Scheme does not become effective on or before 31 December 2015, it will lapse and the Acquisition will not proceed (unless Quixant and Densitron Technologies agree it may be extended with the consent of the Panel and (if required) the Court).

It is proposed, as part of the Special Resolutions to be proposed at the General Meeting relating to the Scheme, to amend Densitron Technologies' articles of association to ensure that any Densitron Technologies Shares issued between the Voting Record Time and the Scheme Record Time will be subject to the Scheme. It also proposed to amend Densitron Technologies' articles of association so that any Densitron Technologies Shares issued to any person other than Quixant or its nominee(s) at or after the Scheme Record Time will be automatically acquired by Quixant on the same terms as under the Scheme. This will avoid any person (other than Quixant or its nominee(s)) being left with Densitron Technologies Shares after the Effective Date. The Special Resolutions, set out in the notice of General Meeting of the Scheme Document, will seek the approval of Densitron Technologies Shareholders for such amendment.

It is also proposed to re-register Densitron Technologies as a private limited company shortly following the Effective Date. This will be effected by a special resolution of Quixant (as the sole member of Densitron Technologies at that time) which will be proposed at a general meeting to be held on short notice on a date following the Effective Date.

12.2 The Meetings

The implementation of the Scheme will require the approval of the Scheme by the Densitron Technologies Shareholders at the Court Meeting to be held at the offices of Bircham Dyson Bell LLP 50 Broadway London SW1H 0BL at 11.00 a.m. on 3 November 2015 and the passing by the Densitron Technologies Shareholders of the Special Resolutions to be proposed at the General Meeting to be held after the Court Meeting also at the offices of Bircham Dyson Bell LLP 50 Broadway London SW1H 0BL at 11.30 a.m. (or as soon thereafter as the Court Meeting shall have been concluded or adjourned) on or around 3 November 2015.

Notice of the Court Meeting is set out in Appendix G and notice of the General Meeting is set out in Appendix H. Entitlement to attend and vote at the Meetings and the number of votes which may be cast at them will be determined by reference to the register of members of Densitron Technologies at the Voting Record Time.

Any Densitron Technologies Shares held by Quixant and/or its connected persons at the Voting Record Time will not qualify to be Scheme Shares. Quixant and its connected persons will not be entitled to vote at the Court Meeting in respect of any Densitron Technologies Shares held or acquired by or for it and will not exercise the voting rights attaching to its Densitron Technologies Shares at the Court Meeting.

As soon as practicable and, in any event, by no later than 7.00 a.m. on the Business Day following the Meetings, Quixant shall make an Announcement on an RNS stating whether or not the resolutions to be proposed at the Meetings were passed by the requisite majorities (and, if not, whether or not the Scheme has lapsed) and giving voting results in relation to the Meetings.

12.3 Court Meeting

The Court Meeting will be held at the direction of the Court to seek the approval of Densitron Technologies Shareholders for the Scheme. At the Court Meeting, voting will be by way of a poll and each Scheme Shareholder present in person or by proxy will be entitled to one vote for each Scheme Share held. The approval required at the Court Meeting is that those voting to approve the Scheme must represent:

(A) a majority in number of the Densitron Technologies Shareholders present and voting, either in person or by proxy; and

(B) at least seventy five per cent in nominal value of the Scheme Shares held by the Densitron Technologies Shareholders present and voting, either in person or by proxy.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholder opinion. Shareholders will be strongly urged to complete, sign and return your Forms of Proxy, or appoint a proxy electronically, as soon as possible, whether or not you intend to attend the Meetings in person. 

12.4 General Meeting

The General Meeting will be convened for the same date as the Court Meeting and will be held immediately after the Court Meeting to consider and, if thought fit, pass, the Special Resolutions (which require votes in favour representing at least 75 per cent. of the votes cast in person or by proxy) to approve:

(i) the authorisation of the Densitron Technologies Directors to take all actions as they may consider necessary or appropriate to bring the Scheme into effect; and

(ii) the alteration of the Densitron Technologies' articles of association relating to the automatic transfer of Densitron Technologies Shares issued in between the Voting Record Time and the Scheme Record Time as described above.

Voting at the General Meeting will be by poll.

12.5 Sanction of the Scheme by the Court

Under the Companies Act, the Scheme also requires the sanction of the Court. The Court Hearing is expected to be held on or around 5 November 2015.

Quixant has confirmed that at the Court Hearing it will consent to the Scheme and will undertake to the Court to be bound thereby.

Quixant has agreed to undertake to the Court to execute and do or procure to be executed and done all such documents, acts and things as may be necessary or desirable to be executed or done by it for the purpose of giving effect to this Scheme.

The Scheme will become effective only upon it being sanctioned (with or without modification, on terms agreed by Quixant and Densitron Technologies) by the Court and the Court Order being delivered to the Registrar of Companies for registration. It is expected that the Effective Date will be on or around 10 November 2015.

If the Scheme becomes effective, it will be binding on all Densitron Technologies Shareholders irrespective of whether or not they attend or vote in favour of the Scheme at the Court Meeting or in favour of the Special Resolution at the General Meeting. If the Scheme is not implemented on or around 31 December 2015 (or such later date (if any) as Densitron Technologies and Quixant may, with the consent of the Panel, agree and (if required) the Court may allow), the Scheme will not be implemented and the Acquisition will not proceed.

12.6 Modifications to the Scheme

The Scheme will contain a provision for Densitron Technologies and Quixant jointly to consent on behalf of all persons concerned to any modification of, or addition to, the Scheme or to any condition approved or imposed by the Court. The Court would be unlikely to approve any modification of, or addition to, or impose a condition to the Scheme which might be material to the interests of the Densitron Technologies Shareholders, unless Densitron Technologies Shareholders were informed of such modification, addition or condition. It would be a matter for the Court to decide, in its discretion, whether or not a further meeting of Densitron Technologies Shareholders should be held in these circumstances.

12.7 Alternative means of implementing the Acquisition

Quixant reserves the right to elect to implement the Acquisition by way of a Takeover Offer (as defined in Part 28 of the Companies Act), subject to the Panel's consent. Subject to the receipt of such consent, in such event, such Offer will be implemented on the same terms and conditions (subject to appropriate amendments, including (without limitation) an acceptance condition set at 90 per cent., or such lesser percentage (being more than 50 per cent.) as Quixant may decide (in each case, subject to the Panel's consent) of the shares to which the Offer relates), so far as applicable, as those which would apply to the Scheme.

13       Disclosure of interests in Densitron Technologies Shares

For the purposes of this paragraph 13:

(A)     "acting in concert" has the meaning given to it in the Code;

(B)      "arrangement" includes indemnity or option arrangements, and any agreement or understanding, formal or informal, of whatever nature, relating to securities which may be an inducement to deal or refrain from dealing;

(C)     "dealing" has the meaning given to it in the Code;

(D)     "derivative" has the meaning given to it in the Code;

(E)      "interest" or "interests" in relevant securities shall have the meaning given to it in the Code and references to interests of Quixant Directors or interests of Densitron Technologies Directors in relevant securities shall include all interests of any other person whose interests in shares the Quixant Directors or, as the case may be, the Densitron Technologies Directors, are taken to be interested in pursuant to Part 22 of the Companies Act;

(F)      "relevant Quixant securities" mean relevant securities (such term having the meaning given to it in the Code in relation to an offeree) of Quixant including equity share capital of Quixant (or derivatives referenced thereto) and securities convertible into, rights to subscribe for and options (including traded options) in respect thereof; and

(G)    “relevant Densitron Technologies securities” mean relevant securities (such term having the meaning given to it in the Code in relation to an offeree) of Densitron Technologies including equity share capital of Densitron Technologies (or derivatives referenced thereto) and securities convertible into, rights to subscribe for and options (including traded options) in respect thereof.

 

Save as disclosed below in respect of the Quixant Directors, as at the close of business on 24 September 2015 (being the last practicable date prior to the date of this Scheme Document) neither Quixant, nor any Quixant Director, nor, so far as Quixant is aware, any person acting in concert (within the meaning of the Code) with it, nor, so far as Quixant is aware, any person with whom Quixant or any person acting in with Quixant has an arrangement has (i) any interest in or right to subscribe for any relevant Densitron Technologies securities, nor (ii) any short positions in respect of relevant Densitron Technologies securities (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or  right to require another person to purchase or take delivery, nor (iii) borrowed or lent any relevant Densitron Technologies Shares (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Code).

As at 24 September 2015 (the latest practicable date prior to the publication of this Announcement), the Quixant Directors and persons acting in concert with the Quixant Directors held the following interests in, or rights to subscribe in respect of, relevant Densitron Technologies securities:

Name                                                                           Number of relevant Densitron Technologies securities

Gary Paul Mullins                                                                                      794,378*

Nicholas Jarmany                                                                                      6,458**

Notes

*relevant securities held in the names of Susan Jane Mullins, John Philip Mullins and Mark John Mullins

** relevant securities held in the name of Daniel Mark Jarmany as executor of Patricia Jill Jarmany

 

 

As at 24 September 2015 (the latest practicable date prior to the publication of this Scheme Document), the Densitron Technologies Directors and persons acting in concert with the Densitron Technologies Directors held the following interests in, or rights to subscribe in respect of, relevant Densitron Technologies securities:

Name                                                                           Number of relevant Densitron Technologies securities

 

Grahame Ritchie Falconer                                                     442,612

John Kevin Farrell*                                                                 11,509,675

Jan G Holmstrom**                                                                0

Timothy Stewart Pearson                                                      94,516

Notes
*relevant securities held in the name of CGWL Nominees Limited as nominee for Sterling Property Trust
Limited
**Mr Holmstrom is an employee of Peter Gyllenhammar AB and a nominated non-executive director on behalf of Peter Gyllenhammar AB. Peter Gyllenhammar is the beneficial owner of Peter Gyllenhammar AB which has an interest of 29.99% (20,745,000 shares) in Densitron Technologies plc held through Chase Nominees.

Save as disclosed above in respect of the Densitron Technologies Directors, as at the close of business on 24 September 2015 (being the last practicable date prior to the date of this Announcement), so far as Densitron Technologies is aware, neither any person acting in concert (within the meaning of the Code) with it, nor any person with whom Densitron Technologies or any person acting in concert with Densitron Technologies has an arrangement has (i) any interest in or right to subscribe for any relevant Densitron Technologies securities, nor (ii) any short positions in respect of relevant Densitron Technologies securities (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, nor (iii) borrowed or lent any relevant Densitron Technologies Shares (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Code).

14       Delisting

It is intended the last day of dealings in, and for registration of transfers of, Densitron Technologies Shares will be 5 November 2015, being the Business Day prior to the Court Hearing, following which the Densitron Technologies Shares will be temporarily suspended from AIM and no transfers of Densitron Technologies Shares will be registered after this date. Prior to the Effective Date, it is further intended that a request will be made to the London Stock Exchange to cancel admission to trading of Densitron Technologies Shares on AIM upon (or shortly after) the Effective Date.

On the Effective Date, share certificates in respect of Densitron Technologies Shares will cease to be valid and should be destroyed.

In addition, entitlements to Densitron Technologies Shares held within the CREST system will be cancelled on the Effective Date.

15       General

The Acquisition will be made subject to the Conditions and further terms set out in Appendix I to this Announcement and those terms which will be set out in the Scheme Document and the Forms of Proxy. The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting and the expected timetable of the Acquisition. The Acquisition will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA.

In deciding whether or not to vote in favour of the Scheme in respect of their Densitron Technologies Shares, Densitron Technologies Shareholders should rely on the information contained in, and follow the procedures described in, the Scheme Document and the Forms of Proxy.

16       Documents on display

Copies of the following documents will be made available on Densitron Technologies' and Quixant's website at www.densitron.com and www.quixant.com respectively by no later than 12 noon (London time) on 28 September 2015 until the end of the Offer Period:

·     this Announcement;

·     the irrevocable undertakings referred to in paragraph 5 above and summarised in Appendix III to this Announcement; and

·     the financing documents referred to in paragraph 11 above including the Facilities Agreement with Barclays.

The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy, which will together contain the full terms and conditions of the Acquisition, including details of how to approve the Acquisition. Any response vote in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document.

 

finnCap Ltd, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser to Quixant and no one else in connection with the matters referred to in this Announcement. In connection with these matters, finnCap, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Quixant for providing the protections afforded to the clients of finnCap nor for providing advice in relation to the matters referred to in this Announcement.

 

Westhouse, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Densitron Technologies as financial adviser, nominated adviser and broker and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Densitron Technologies for providing the protections afforded to clients of Westhouse, or for providing advice in connection with the Acquisition or any other matter referred to in this Announcement.

 

In accordance with Rule 30.2 of the Code you may request a hard copy of this Announcement (any information incorporated by reference in this Announcement) by contacting Capita Asset Services, Corporate Actions, 34 Beckenham Road, Beckenham, Kent BR3 4TU on 0371 664 0321 or if calling from outside the UK on +44 (0) 208 639 3399 during business hours or by submitting a request in writing to at the aforementioned address. It is important that you note that unless you make 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 proposals should be in hard copy form. Calls to Capita Asset Services 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. Capita Asset Services are open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales.  Please note that Capita Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

 

THIS ANNOUNCEMENT IS MADE PURSUANT TO RULE 2.7 OF THE CODE AND IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO AND DOES NOT CONSTITUTE OR FORM PART OF AN OFFER TO SELL OR INVITATION TO PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE FOR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. THE ACQUISITION WILL BE MADE SOLELY THROUGH THE SCHEME DOCUMENT AND THE ACCOMPANYING FORMS OF PROXY, WHICH WILL TOGETHER CONTAIN THE FULL TERMS AND CONDITIONS OF THE ACQUISITION, INCLUDING DETAILS OF HOW TO ACCEPT THE ACQUISITION. ANY RESPONSE VOTE IN RELATION TO THE ACQUISITION SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE SCHEME DOCUMENT. SHAREHOLDERS ARE ADVISED TO READ THE SCHEME DOCUMENT CAREFULLY ONCE IT HAS BEEN DESPATCHED.

 

Overseas Shareholders

The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. Further details in relation to overseas shareholders will be contained in the Scheme Document.

 

US investors in Densitron Technologies

The Acquisition relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Securities Exchange Act of 1934. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of the US proxy solicitation and tender offer rules. However, if Quixant 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 the US tender offer rules, to the extent applicable.

 

Restricted Jurisdictions

Unless otherwise determined by Quixant 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 Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that 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. Copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

 

The availability of the Acquisition to Densitron Technologies Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

 

Cautionary Note Regarding Forward Looking Statements

This Announcement contains statements that are or may be deemed to be forward looking statements with respect to the financial condition, results of operations and business of Densitron Technologies and certain plans and objectives of the Densitron Technologies Board and the Quixant Board. These forward looking statements can be identified by the fact that they are prospective in nature and do not relate to other than statements of historical or current facts. These estimates are based on assumptions and assessments made by the Densitron Technologies Board or Quixant in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate.

 

Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost-saving", "projects", "goal" or "strategy" or, words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Quixant's or Densitron Technologies' operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Quixant's or Densitron Technologies' business.

 

These forward looking statements are made as at the date of this Announcement and are not guarantees of future financial performance. Except as expressly provided in this Announcement, they have not been reviewed by the auditors of Quixant or Densitron Technologies. Such forward looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. All subsequent oral or written forward looking statements attributable to Quixant or Densitron Technologies or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Quixant or Densitron Technologies disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

 

Dealing 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 Densitron Technologies 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) Densitron Technologies 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 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) 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 Densitron Technologies 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 Densitron Technologies or of any securities exchange offeror(s) must make a Dealing Disclosure if the person deals in any relevant securities of Densitron Technologies 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) Densitron Technologies and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code 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 Densitron Technologies or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

 

Opening Position Disclosures must also be made by Densitron Technologies and by any offeror and Dealing Disclosures must also be made by Densitron Technologies, by any offeror(s) and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

 

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 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.

 

Disclosure in accordance with Rule 2.10 of the Code

 

The ordinary shares of Densitron Technologies are admitting to trading on the AIM Market of the London Stock Exchange plc with ISIN No. GB0002637394. Densitron Technologies confirms that it has in issue 69,669,106 ordinary shares of 1 pence each 500,000 of which are held in treasury. There are 69,169,106 ordinary shares in issue with voting rights.

 

The ordinary shares of Quixant are admitted to trading on the AIM Market of the London Stock Exchange plc with ISIN No. GB00B99PCP71. Quixant confirms that it has in issue 64,634,782 ordinary shares of 0.001 pence each.

 

Information relating to Densitron Technologies Shareholders

 

Please be aware that addresses, electronic addresses and certain information provided by Densitron Technologies Shareholders, persons with information rights and other relevant persons for the receipt of communications from Densitron Technologies may be provided to Quixant during the offer period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c).

 

If you are in any doubt about the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Market Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

 

Publication on Website

In accordance with Rule 30.4 of the Code, a copy of this Announcement together with all information incorporated into this Announcement by reference to another source will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions on the Quixant or Densitron Technologies websites (www.quixant.com and www.densitron.com respectively) by no later than 12 noon (London time) on the Business Day following the publication of this Announcement. For the avoidance of doubt, the contents of those websites are not incorporated by reference and do not form part of the Scheme Document or this Announcement.

 

 

Request for Hard Copy

In accordance with Rule 30.2 of the Code you may request a hard copy of this Announcement (any information incorporated by reference in this Announcement) by contacting Capita Asset Services, Corporate Actions, 34 Beckenham Road, Beckenham, Kent BR3 4TU on 0371 664 0321 or if calling from outside the UK on +44 (0) 208 639 3399 during business hours or by submitting a request in writing to the aforementioned address. It is important that you note that unless you make 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 should be in hard copy form. Calls to Capita Asset Services 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. Capita Asset Services are open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales.  Please note that Capita Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

 

 

APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE SCHEME AND THE ACQUISITION

Part A: Conditions to the Scheme

1.   The Scheme will be subject to the following conditions:

1.1 The Acquisition will be conditional upon the Scheme becoming unconditional and effective, subject to the Code, by no later than the Long Stop Date or such later date (if any) as Quixant and Densitron Technologies may, with the consent of the Panel agree and (if required) the Court may allow.

1.2 The Scheme is subject to the following conditions:

(A)     its approval by a majority in number of the Densitron Technologies Shareholders (or the relevant class or classes thereof, if applicable) and who are present and vote, whether in person or by proxy, at the Court Meeting (and any separate class meeting which may be required by the Court) or any adjournment of such meeting and who represent 75 per cent. in value of the Scheme Shares (or the relevant class or classes thereof, if applicable) voted by those Densitron Technologies Shareholders (or the relevant class or classes thereof, if applicable); and

(B)      all resolutions required to approve and implement the Scheme (including, without limitation, to amend Densitron Technologies' articles of association) being duly passed by Densitron Technologies Shareholders by the requisite majorities at the General Meeting (or any adjournment thereof); and

(C)     the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms reasonably acceptable to Densitron Technologies and Quixant); and

(D)     delivery of a copy of the Court Order to the Registrar of Companies.

Part B: Conditions to the Acquisition

Notifications, waiting periods and Authorisations

1.3 All material mandatory notifications, filings or applications which are necessary in connection with the Acquisition having been made and, to the extent applicable, all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all material statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Acquisition and all Authorisations (excluding any antitrust or merger control) necessary in any jurisdiction for or in respect of the Acquisition and, except pursuant to Chapter 3 of Part 28 of the Companies Act, the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Densitron Technologies by any member of the Quixant Group having been obtained in terms and in a form reasonably satisfactory to Quixant from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any persons or bodies with whom any member of the Quixant Group has entered into contractual arrangements and all such Authorisations necessary to carry on the business of any member of the Quixant Group in any jurisdiction which is material in the context of the Quixant Group as a whole having been obtained and all such Authorisations remaining in full force and effect at the time at which the Acquisition becomes otherwise wholly unconditional and there being no notice of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

Certain matters arising as a result of any arrangement, agreement, etc.

1.4 Except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Quixant Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject which, as a consequence of: (i) the Acquisition; (ii) the Acquisition or the proposed acquisition by any member of the Quixant Group of any shares or other securities in Densitron Technologies) (iii) or because of a change in the control or management of any member of the Densitron Technologies Group; (iv) or otherwise, could or might reasonably be expected to result in, in each case to an extent which is material in the context of the Densitron Technologies Group taken as a whole:

(A)     any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the Densitron Technologies Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(B)      other than in the ordinary course of business, the creation or enforcement of any mortgage, charge or other security interest over the whole or any material part of the business, property or assets of any member of the Densitron Technologies Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(C)     any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the Densitron Technologies Group being adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(D)     any liability of any member of the Densitron Technologies Group to make any severance, termination, bonus or other payment to any of its directors, or other officers;

(E)      the rights, liabilities, obligations, interests or business of any member of the Densitron Technologies Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Densitron Technologies Group in or with any other person or body or firm or company (or any arrangement or arrangement relating to any such interests or business) being or becoming capable of being terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(F)    a ny member of the Densitron Technologies Group ceasing to be able to carry on business under any name under which it presently carries on business;

(G)     the value of, or the financial or trading position of, any member of the Densitron Technologies Group being prejudiced or adversely affected; or

(H)     the creation or acceleration of any liability (actual or contingent) by any member of the Densitron Technologies Group other than trade creditors or other liabilities incurred in the ordinary course of business,

and no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Densitron Technologies Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might result in any of the events or circumstances as are referred to in Conditions 1.4 (A) to (H), in each case to the extent material in the context of the Densitron Technologies Group taken as a whole.

Certain events occurring since 31 December 2014

1.5 Except as Disclosed, no member of the Densitron Technologies Group having since 31 December 2014:

(A)     issued or agreed to issue, or authorised or announced its intention to authorise or propose the issue, of, additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised the transfer or sale of Densitron Technologies Shares out of treasury;

(B)      recommended, declared, paid or made, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions, whether payable in cash or otherwise) lawfully paid or made by any wholly owned subsidiary of Densitron Technologies to Densitron Technologies or any of its wholly owned subsidiaries;

(C)     other than pursuant to the Acquisition (and except for transactions between Densitron Technologies and its wholly owned subsidiaries or between the wholly owned subsidiaries of Densitron Technologies and transactions in the ordinary course of business), implemented, effected, authorised or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case to an extent which is material in the context of the Densitron Technologies Group taken as a whole;

(D)     (except for transactions between Densitron Technologies and its wholly owned subsidiaries or between the wholly owned subsidiaries of Densitron Technologies and except for transactions in the ordinary course of business) disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so to an extent which is material in the context of the Densitron Technologies Group taken as a whole;

(E)      (except for transactions between Densitron Technologies and its wholly owned subsidiaries or between the wholly owned subsidiaries of Densitron Technologies) issued, authorised or announced an intention to authorise or propose the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability (other than trade credit incurred in the ordinary course of business) or incurred or increased any indebtedness which is material in the context of the Densitron Technologies Group taken as a whole;

(F)      entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) except in the ordinary course of business which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could involve an obligation of a nature or magnitude which is reasonably likely to be materially restrictive on the business of any member of the Densitron Technologies Group which, taken together with any other such material transaction, arrangement, agreement, contract or commitment, is material in the context of the Densitron Technologies Group taken as a whole;

(G)     entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of, any contract, service agreement, commitment or arrangement with any director or, except for salary increases, bonuses or variations of terms in the ordinary course, senior executive of any member of the Densitron Technologies Group;

(H)     proposed, agreed to provide or modified the terms of any incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Densitron Technologies Group which is material in the context of the Densitron Technologies Group taken as a whole;

(I)       purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in sub-paragraph (a) above, made any other change to any part of its share capital;

(J)      other than in respect of claims between Densitron Technologies and its wholly owned subsidiaries, waived, compromised or settled any claim otherwise than in the ordinary course of business, in each case to an extent which is material in the context of the Densitron Technologies Group taken as a whole;

(K)     terminated or varied the terms of any agreement or arrangement between any member of the Densitron Technologies Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Densitron Technologies Group taken as a whole;

(L)      save as required in connection with the adoption of the Amended Densitron Technologies Articles, made any material alteration to its memorandum or articles of association or other incorporation documents to an extent which is material in the context of the Acquisition;

(M)    been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business which is material in the context of the Densitron Technologies Group taken as a whole;

(N)     (other than in respect of a member of the Densitron Technologies Group which is dormant and was solvent at the relevant time) taken any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(O)     (except for transactions between Densitron Technologies and its wholly owned subsidiaries or between Densitron Technologies wholly owned subsidiaries) made, authorised, proposed or announced an intention to propose any change in its loan capital;

(P)      entered into or implemented any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities which would be restrictive on the business of any member of the Densitron Technologies Group other than to a nature and extent which is immaterial in the context of the Densitron Technologies Group taken as a whole; or

(Q)     other than in the ordinary course of business, entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition 1.5;

No adverse change, litigation, regulatory enquiry or similar

1.6 Except as Disclosed, since 31 December 2014 there having been:

(A)     no adverse change reasonably likely to result in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Densitron Technologies Group which is material in the context of the Densitron Technologies Group taken as a whole;

(B)      no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against or in respect of any member of the Densitron Technologies Group or to which any member of the Densitron Technologies Group is or may become a party (whether as claimant, defendant or otherwise) having been threatened, announced, instituted or remaining outstanding by, against or in respect of, any member of the Densitron Technologies Group, in each case which is or might reasonably be expected to be material in the context of the Densitron Technologies Group taken as a whole;

(C)     no contingent or other liability having arisen or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position or profits or prospects of any member of the Densitron Technologies Group to an extent which is material in the context of the Densitron Technologies Group taken as a whole; and

(D)     no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Densitron Technologies Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which would or might reasonably be expected to have a material adverse effect on the Densitron Technologies Group taken as a whole.

Anti-corruption and criminal property

1.7 Except as Disclosed, Quixant not having discovered:

(A)     any member of the Densitron Technologies Group or any person that performs or has performed services for or on behalf of any such company is or has engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 or any other applicable anti-corruption legislation; or

(B)      any asset of any member of the Densitron Technologies Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

Part C: Further terms of the Acquisition

2.   Waivers and Miscellaneous

2.1 Subject to the requirements of the Panel, Quixant reserves the right to waive in whole or in part all or any of the above Conditions 1.3 to 1.7 inclusive. Each of the Conditions is a separate Condition and is not limited by reference to any other Condition.

2.2 The Acquisition will lapse and the Scheme will not proceed if, insofar as the Acquisition or any matter arising from or relating to the Acquisition or Scheme constitutes a concentration with a Community dimension within the scope of the EC Merger Regulation, the European Commission either initiates proceedings under Article 6(1)(c) of the EC Merger Regulation or makes a referral to a competent authority in the United Kingdom under Article 9(1) of the EC Merger Regulation and there is then a CMA Phase 2 Reference before the date of the Court Meeting (unless otherwise agreed with the Panel).

2.3 Quixant will be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions 1.3 to 1.7 (inclusive) by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

2.4 In the event that the Acquisition is implemented by way of a Takeover Offer, the Densitron Technologies Shares acquired under the Acquisition will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of the Scheme Document (other than the Interim Dividend).

2.5 If, after the date of the Scheme Document but prior to the Effective Date, any dividend or other distribution is declared, paid or made or payable by Densitron Technologies (a "relevant distribution"), Quixant reserves the right (without prejudice to any right of Quixant), with the consent of the Panel, to invoke Condition 1.5(B) above to reduce the Offer Price by an amount up to the aggregate amount of such dividend or distribution (excluding any associated tax credit).

2.6 If any such dividend or distribution occurs, any reference in the Scheme Document to the Offer Price will be deemed to be a reference to the Offer Price as so reduced. If such reduction occurs, notwithstanding the terms on which the Densitron Technologies Shares are expressed to be acquired by Quixant pursuant to the Acquisition in the Scheme Document, the Densitron Technologies Shares will be acquired by or on behalf of Quixant pursuant to the Acquisition fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now and hereafter attaching to such shares including the right to receive in full all dividends and other distributions (if any) declared, paid or made on or after the date of the Scheme Document, other than the dividend or distribution giving rise to such reduction.

2.7 To the extent that such a dividend or distribution has been declared, paid, made or is payable and it is: (i) transferred pursuant to the Acquisition on a basis which entitles Quixant to receive the dividend or distribution and to retain it; or (ii) cancelled, the Offer Price will not be subject to change in accordance with this paragraph.

2.8 Any exercise by Quixant of its rights referred to in this paragraph will be the subject of an Announcement and, for the avoidance of doubt, will not be regarded as constituting any revision or variation of the Acquisition.

2.9 Quixant reserves the right to elect (with the consent of the Panel and Barclays) to implement the Acquisition by way of a Takeover Offer. In such event, the acquisition will be implemented on substantially the same terms subject to appropriate amendments, including (without limitation) an acceptance condition set at 90 per cent. (or such less percentage, being more than 50 per cent., as Quixant and Barclays may decide) of the Densitron Technologies Shares to which such Takeover Offer relates, so far as applicable, as those which would apply to the Scheme. Further, if sufficient acceptances of such Takeover Offer are received and/or sufficient Densitron Technologies Shares are otherwise acquired, it is the intention of Quixant to apply the provisions of the Companies Act to acquire compulsorily any outstanding Densitron Technologies Shares to which such Takeover Offer relates.

2.10     The involvement in the Acquisition of persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

2.11     The Acquisition is not being conducted, directly or indirectly, in, into or from, or by use of the mails of, or by any means of 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 jurisdiction where to do so would violate the laws of that jurisdiction.

2.12     The Acquisition is governed by the laws of England and Wales and is subject to the jurisdiction of the English courts and to the Conditions and further terms set out in the Scheme Document. The Acquisition is subject to the applicable requirements of the Code, the Panel and the London Stock Exchange.

 

APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION

In this Announcement, unless otherwise stated, or the context otherwise requires, the following bases and sources have been used:

 

1.   The financial information on Densitron Technologies is extracted from the Densitron Technologies Annual Report and Accounts for the year ended 31 December 2014 and from the unaudited half yearly financial statements of Densitron Technologies for the six months ended 30 June 2015.

2.   The terms of the Acquisition value each Densitron Technologies Share at 11 pence in cash (being the price under the Scheme) on the basis of the fully diluted share capital as of the date of the Announcement as set out in the Announcement.

3.   As at the close of business on 24 September 2015, being the last practicable date before the date of this Announcement, Densitron Technologies had in issue 69,669,106 Densitron Technologies Shares (including 500,000 Densitron Technologies Shares held in treasury). The International Securities Identification Number for Densitron Technologies Shares is GB0002637394.

4.   All prices quoted for Densitron Technologies Shares are closing middle market prices and are derived from London Stock Exchange.

5.   All information relating to Densitron Technologies and Quixant has been provided by persons duly authorised by the Densitron Technologies Board and Quixant Board respectively.

 

APPENDIX III
IRREVOCABLE UNDERTAKINGS

The following holders or controllers of Densitron Technologies Shares have given irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting:

 

PART A - Directors

Name

Number of Densitron Technologies Shares

% of Densitron Technologies Shares in issue

Grahame R Falconer

442,612

0.64

John Farrell

11,509,675*

16.64

Tim Pearson

94,516

0.14

 

 

 

TOTAL

12,046,803

17.42

 

*relevant securities held in the name of CGWL Nominees Limited as nominee for Sterling Property Trust Limited

Quixant has received irrevocable undertakings from the Densitron Technologies Directors, in respect of their own beneficial holdings of Densitron Technologies Shares, representing approximately 17.42 per cent. of the existing issued ordinary share capital of Densitron Technologies:

(a)       to vote or procure the vote in favour of the Scheme at the Court Meeting and each of the resolutions to be proposed at the General Meeting; and

(b)       if the Acquisition is structured as a Takeover Offer, to accept or procure the acceptance of such offer (provided that such Takeover Offer is on improved or substantially the same terms of the Scheme and further provided that Densitron Technologies has recommended such Takeover Offer).

The irrevocable undertakings given by the Densitron Technologies Shareholders will lapse if:

(a)       the Offer is not made (by publication of the Scheme Document or a Takeover Offer document, as the case may be) on substantially the terms and conditions set out or referred to in this Announcement (and/or such other terms and conditions as may be agreed by Densitron Technologies and Quixant and/or required by the Code and/or the requirements of the London Stock Exchange) by 23 October 2015 (or such later date as the Panel may permit); or

(b)       the Offer does not become effective, lapses, is withdrawn  or otherwise becomes incapable of ever becoming effective, as the case may be, on or before 31 December 2015 .

These irrevocable undertakings also remain binding in the event of a higher, competing offer for Densitron Technologies from a third party.

 

 

PART B - Shareholders

Name

Number of Densitron Technologies Shares

% of Densitron Technologies Shares in issue

Mr Peter Gyllenhammar*

20,745,000

29.99

Mr Johan Claesson and Mr Magnus Claesson**

4,406,308

6.37

Mr W and Mrs S Campbell***

3,300,000

4.77

 

 

 

TOTAL

28,451,308

41.13

Notes:
*beneficial owner of Peter Gyllenhammar AB held through Chase Nominees

** as to 600,000 and 3,806,308 shares respectively, in each case held through Chase Nominees

*** held through Barclayshare Nominees Limited

 

Quixant has received irrevocable undertakings from the Densitron Technologies Shareholders (excluding those irrevocable undertakings received from the Densitron Technologies Directors) in respect of their beneficial holdings of Densitron Technologies Shares, representing approximately 41.13 per cent. of the existing issued ordinary share capital of Densitron Technologies:

(a)       to vote or procure the vote in favour of the Scheme at the Court Meeting and each of the resolutions to be proposed at the General Meeting; and

(b)       if the Acquisition is structured as a Takeover Offer, to accept or procure the acceptance of such offer (provided that such Takeover Offer is on improved or substantially the same terms of the Scheme).

The irrevocable undertakings given by the Densitron Technologies Shareholders will lapse if:

(c)        the Offer is not made (by publication of the Scheme Document or a Takeover Offer document, as the case may be) on substantially the terms and conditions set out or referred to in this Announcement (and/or such other terms and conditions as may be agreed by Densitron Technologies and Quixant and/or required by the Code and/or the requirements of the London Stock Exchange) by 23 October 2015 (or such later date as the Panel may permit); or

(d)       the Offer does not become effective, lapses, is withdrawn  or otherwise becomes incapable of ever becoming effective, as the case may be, on or before 31 December 2015 .

These irrevocable undertakings also remain binding in the event of a higher, competing offer for Densitron Technologies from a third party.

 

APPENDIX IV
DEFINITIONS

The following definitions apply throughout this Announcement unless the context requires otherwise.

"Acquisition"

 

the proposed acquisition by Quixant to acquire the entire issued and to be issued ordinary share capital of Densitron Technologies at a price of 11 pence per Densitron Technologies Share to be effected by means of the Scheme and, where the context admits, any subsequent variation, revision, extension or renewal thereof

 

"AIM"

 

"AIM Rules"                            

 

AIM, a market operated by London Stock Exchange Plc

 

the  AIM  Rules  for  Companies  published  by  the  London  Stock Exchange

 

"Amended Densitron Technologies Articles"

the articles of association of Densitron Technologies as at the date of the Scheme Document, as amended in accordance with the proposed amendments set out in the notice of the General Meeting

 

"Announcement"     

 

 

the Announcement made by Quixant and Densitron Technologies on 25 September 2015 setting out Quixant's firm intention to make an offer for the entire issued share capital of Densitron Technologies in accordance with Rule 2.7 of the Code

 

"Authorisations"

regulatory authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions or approvals

 

"Board"         

the board of directors of Densitron Technologies or the board of directors of Quixant (as the case may be) and the terms Densitron Technologies' Board and Quixant Board shall be construed accordingly

 

"Business Day"                                 

a day (other than Saturdays, Sundays and UK public holidays) on which banks are open for business in London

 

"Capita Asset Services"       

a trading name of Capita Registrars Limited

 

"Closing Price"                                     

 

 

the middle market price of a Densitron Technologies Share at the close of business on the day to which such price relates, as derived from the Daily Official List of the London Stock Exchange, Bloomberg or Factset

 

"Code"           

the City Code on Takeovers and Mergers issued by the Panel

 

"Companies Act"     

the Companies Act 2006, as amended

 

"Conditions"

 

 

"Court"

the Conditions to the Acquisition, as set out in Appendix I of this Announcement

 

the High Court of Justice in England and Wales

 

"Court Hearing"

 

the hearing at which the Court sanctions the Scheme

 

"Court Meeting"                                    

the meeting of Densitron Technologies Shareholders (and any adjournment thereof) to be convened pursuant to an order of the Court under Part 26 of the Companies Act for the purposes of considering and, if thought fit, approving the Scheme (with or without amendment)

 

"Court Order"                            

 

the order(s) of the Court sanctioning the Scheme

 

"CREST Manual"                    

 

the  Crest  manual  referred  to  in  the  agreements  entered  into  with Euroclear

 

"CREST"         

 

 

"Daily Official List"

 

a relevant system (as defined in the Regulations) in respect of which Euroclear is the Operator (as defined in the Regulations)

the Daily Official List published by the London Stock Exchange

 

"Dealing Disclosure"           

has the same meaning as in Rule 8 of the Code

 

"Densitron Technologies Directors"           

 

the members of the Densitron Technologies board of directors

 

"Densitron Technologies Group"                            

 

 

Densitron Technologies, its subsidiaries, any holding company of Densitron Technologies (intermediate or otherwise) and their subsidiary undertakings from time to time, or any of them as the context requires

 

"Densitron Technologies Non-Executive Directors"

Jan Gustaf Lennart Holmstrom and John Kevin Farrell

 

"Densitron Technologies Shareholders"

the holders of Densitron Technologies Shares

 

"Densitron Technologies Shares"  

ordinary shares of 1 pence each in the capital of Densitron Technologies

 

"Densitron Technologies"  

Densitron Technologies plc, a company incorporated in England and Wales with registered number 1962726

 

"Disclosed"   

 

the information disclosed in: (i) the Densitron Technologies annual report and accounts in respect of the financial year ended 31 December 2014; (ii) the Interim Results; (iii) any public announcement by Densitron Technologies to a Regulatory Information Service on or before 5.00 p.m. on the Business Day prior the date of the Scheme Document; (iv) any other matter fairly disclosed in writing or verbally to any member of the Quixant Group during a meeting or telephone conversation convened specifically for the purposes of due diligence on the Densitron Technologies Group on or before 5.00 p.m. on the Business Day prior the date of this Announcement; or (v) in this Announcement

 

"Effective Date"                                     

 

the date on which the Scheme becomes effective in accordance with its terms

 

"Excluded Shares"                          

 

 

any Densitron Technologies Shares which are registered in the name of or beneficially owned by any member of the Quixant Group or its nominee(s) or connected persons at the relevant time or any Densitron Technologies Shares held in treasury

 

"FCA" 

the Financial Conduct Authority in its capacity as the competent authority for the purposes of Part VI of the FSMA

 

"finnCap"      

 

finnCap Ltd, financial adviser to Quixant

 

"Forms of Proxy"                       

 

the forms of proxy for use at the Court Meeting and the General Meeting

 

"FSMA"         

the Financial Services and Markets Act 2000

 

"General Meeting"                       

 

the  general  meeting  of  Densitron Technologies Shareholders  (and  any  adjournment thereof) to be convened in connection with the Scheme

 

"Interim Results"

Densitron Technologies' unaudited interim results for the half year to 30 June 2015, as announced on 20 August 2015

 

"London Stock Exchange"  

 

London  Stock  Exchange  Group plc,  a  public  company  incorporated  in England and Wales under number 2075721

"Long Stop Date"     

31 December 2015

 

"Meetings"   

the Court Meeting and/or the General Meeting as the case may be

 

"Offer Period"

the offer period (as defined by the Code) relating to Densitron Technologies, which commenced on 25 September 2015

 

"Offer"          

the offer by Quixant to make the Acquisition on the terms summarised in this Announcement and which is to be implemented by the Scheme

 

"Offer Price"

 

the consideration payable under the Acquisition in respect of Densitron Technologies Shares, being 11 pence in cash for each Densitron Technologies Share

 

"Opening Position Disclosure"       

 

has the same meaning as in Rule 8 of the Code

 

"Overseas Shareholders"    

 

Densitron Technologies Shareholders with registered addresses outside the United Kingdom or who are not resident in, or nationals or citizens of, the United Kingdom

 

"Panel"          

the Panel on Takeovers and Mergers

 

"Quixant"      

 

Quixant plc, a company incorporated in England and Wales with registered number 4316977

 

"Quixant Directors"

the members of the Quixant board of directors

 

"Quixant Group"

 

Quixant, its parent undertakings, its subsidiary undertakings, associated undertakings and any other undertakings in which that company and such undertakings (aggregating their interests) have a Substantial Interest

 

"Registrar of Companies"   

the Registrar of Companies in England and Wales

 

"Regulations"           

 

the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended from time to time

 

"Restricted Jurisdiction"     

any jurisdiction  where extension or acceptance of the Acquisition would violate the law of that jurisdiction

 

"Scheme Document"           

the document to be sent to Densitron Technologies Shareholders, containing and setting out the Scheme, the notices convening the Court Meeting, the General Meeting and the further particulars required by Part 26 of the Companies Act

 

"Scheme Record Time"       

 

 

the time and date specified as such in the Scheme Document expected to be 6.00 p.m. on the Business Day immediately preceding the Court Hearing

 

"Scheme Shares"      

 

 

the Densitron Technologies Shares:

i.    in issue at the date of the Scheme Document; and

ii.   (if any) issued after the date of the Scheme Document and before the Voting Record Time; and

iii.  (if any) issued at or after the Voting Record Time and before the Scheme Record Time in respect of which the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by the Scheme,

in each case other than any Excluded Shares

 

"Scheme"      

 

the proposed scheme of arrangement under Part 26 of the  Companies Act, the full terms of which will be set out in the Scheme Document with or subject to any modification, addition or condition which Quixant and Densitron Technologies may agree, and if required, the Court may approve or impose

 

"Special Resolutions"          

 

 

the special resolutions to be proposed by Densitron Technologies at the General Meeting in connection with amendments to be made to the articles of association of Densitron Technologies and the approval of the Scheme

 

"Substantial Interest"         

 

 

in  relation  to  an  undertaking,  a  direct  or  indirect  interest of 20 per cent. or more of the total voting rights conferred by the equity share capital (as defined in Section 548 of the Companies Act) of such undertaking

 

"Takeover Offer"                                      

 

 

should Quixant elect to attempt to implement the Acquisition by way of a takeover offer (as that term is defined in the Companies Act), the offer to be made by Quixant to acquire all of the issued and to be issued Densitron Technologies Shares and, where the context admits, any subsequent revisions, variations, extension or renewal of such offer

 

"United Kingdom" or "UK"

 

the United Kingdom of Great Britain and Northern Ireland

"United States" or "US"      

 

the United States of America, its territories and possessions, any State of the United States of America and the District of Columbia

 

"US Securities Act"  

 

 

the United States Securities Act of 1933, as amended, and the rules

and regulations promulgated thereunder

 

 

"Voting Record Time"         

the date and time specified in the Scheme Document by reference to which entitlement to vote at the Court Meeting will be determined, expected to be 6.00 p.m. on the day which is two days before the Court Meeting or, if the Court Meeting is adjourned, 6.00 p.m. on the day which is two days before the date of such adjourned Court Meeting

 

"Westhouse"

Westhouse Securities Limited, financial adviser to Densitron Technologies

 

 

For the purposes of this Announcement, "subsidiary", "subsidiary undertaking", "parent undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act.

All the times referred to in this Announcement are London times unless otherwise stated.

References to the singular include the plural and vice versa.

£ and pence means pounds and pence sterling, the lawful currency of the United Kingdom.

$ means US dollars, the lawful currency of the United States.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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