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Sepura PLC  -  SEPU   

Results of the Court Meeting and General Meeting

Released 16:31 09-Feb-2017

RNS Number : 5390W
Sepura PLC
09 February 2017
 

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

For immediate release

9 February 2017

RECOMMENDED CASH OFFER

for

SEPURA PLC

by

Project Shortway Limited, a wholly-owned subsidiary of

HYTERA COMMUNICATIONS CORPORATION LIMITED

to be effected

by way of a scheme of arrangement
under Part 26 of the Companies Act 2006

 

Results of the Court Meeting and the General Meeting

 

Sepura plc ("Sepura") announces that, at the Court Meeting and the General Meeting held earlier today at the offices of Hogan Lovells International LLP in connection with the recommended cash offer made by Project Shortway Limited ("Bidco") (a wholly-owned subsidiary of Hytera Communications Corporation Limited ("Hytera")) to acquire the entire issued and to be issued share capital of Sepura (the "Acquisition") to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"):

 

·     the Scheme Shareholders voted to approve the Scheme at the Court Meeting; and

 

·    the Scheme Shareholders voted to pass the Special Resolution to implement the Scheme, including the amendment of the Articles, at the General Meeting.

 

Details of the resolutions passed are set out in the notices of the Court Meeting and General Meeting contained in the scheme document published on 16 January 2017 in relation to the Acquisition (the "Scheme Document").

 

Unless otherwise defined, capitalised terms used in this announcement (the "Announcement") have the meanings given to them in the Scheme Document.

 

Voting results of the Court Meeting

 

At the Court Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 97.07 per cent. by value of those Scheme Shares voted, voted in favour of the resolution to approve the Scheme. The resolution proposed at the Court Meeting was passed on a poll vote. Details of the votes cast are as follows:

 

Result of the Court Meeting

No. of Scheme Shares voted

% of Scheme Shares voted (2 d.p.)

No. of Scheme Shareholders who voted

% of Scheme Shareholders who voted (2 d.p.)

No. of Scheme Shares voted as a % of voting rights in Sepura at the Voting Record Time (2 d.p.)

FOR

240,810,319

97.07

121

81.21

65.07

AGAINST

7,269,242

2.93

28

18.79

1.96

 

TOTAL

248,079,561

100.00

149#

100.00

67.03

 

 

#The total number of 149 Scheme Shareholders who voted includes 7 members who gave instructions for votes to be cast in favour of the resolution in respect of part of their holding and against the resolution in respect of another part of their holding.  These 7 members are therefore included in both the number of Scheme Shareholders who voted for the Scheme and the number of Scheme Shareholders who voted against the Scheme.

 

Voting results of the General Meeting

 

At the General Meeting, the Special Resolution to authorise the implementation of the Scheme and amend the Articles, as set out in the notice of the General Meeting contained in Part X of the Scheme Document, was duly passed on a poll vote. The results are detailed as follows:

 

 

FOR*

AGAINST

TOTAL

WITHHELD**

Special Resolution

No. of votes

% votes (2 d.p.)

No. of votes

% votes (2 d.p.)

No. of votes

No. of votes

Approval of the implementation of the Scheme, including amendments to the Articles

252,056,528

97.25

7,115,535

2.75

259,172,063

247,866

 

* Includes discretionary votes.

** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' the Special Resolution.

 

The total number of Sepura Shares in issue at the Voting Record Time was 370,898,177 of which 815,707 were treasury shares, which do not have voting rights.  Consequently, the voting rights in Sepura at the Voting Record Time were 370,082,470.

 

As required by the Listing Rules, a copy of the resolutions passed will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM .

 

 

Effective Date and Timetable

 

At this time, approvals from the competition authorities in Spain and Germany remain outstanding, and Sepura and Hytera are currently liaising with the relevant authorities in respect of these outstanding conditions to the Acquisition.

 

As stated in the Scheme Document, the Court Hearing to sanction the Scheme will be held following the satisfaction or waiver of these conditions and is now, therefore, expected to take place in early to mid-March 2017, rather than 16 February as previously indicated. Sepura will announce a further update on timing for the closing of the Acquisition in due course.

 

In accordance with rule 26.1 of the City Code on Takeovers and Mergers, a copy of this Announcement will be available on the website of Sepura at www.sepura.com by no later than 12.00 p.m. (London time) on the Business Day following this Announcement.

 

Enquiries:

 

Sepura

 

David Barrass (Interim Chief Executive Officer)

Richard Smith (Chief Financial Officer)

Peter Connor (Investor Relations)

 

Tel: +44 (0) 1223 876 000

Lazard (Financial adviser to Sepura)

 

Cyrus Kapadia

Nicholas Page

 

Tel: +44 (0) 20 7187 2000

Liberum (Corporate broker to Sepura)

 

Steve Pearce

Steve Tredget

 

Tel: +44 (0) 20 3100 2224

Instinctif Partners (Public relations adviser to Sepura)

 

Adrian Duffield

Kay Larsen

Chantal Woolcock

 

Tel: +44 (0) 20 7457 2020

Hytera

 

Nuo Xu (Chief Investment Officer)

Zhiyong Tian (Securities Affairs Representative)

 

Tel: +86 755 2697 2999

Smith Square Partners (Financial adviser to Hytera and Bidco)

 

Jonathan Coddington

Jade Jack

 

Tel: +44 (0) 20 3696 7260

 

Lazard & Co., Limited, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Sepura and no one else in connection with the Acquisition and will not be responsible to anyone other than Sepura for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement.  Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this announcement, any statement contained herein or otherwise.

 

Liberum, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as corporate broker to Sepura and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Sepura for providing the protections afforded to clients of Liberum nor for providing advice in relation to the matters referred to in this announcement.

 

Smith Square Partners LLP, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Hytera and Bidco and no one else in connection with the Acquisition and other matters set out in this announcement and will not be responsible to anyone other than Hytera and Bidco for providing the protections afforded to clients of Smith Square Partners, or for providing advice in connection with the Acquisition or any matter referred to herein. Neither Smith Square Partners nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Smith Square Partners in connection with this announcement, any statement contained herein or otherwise.

 

This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise.  The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy, which contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition.  Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document.  Scheme Shareholders are strongly advised to read the formal documentation in relation to the Acquisition.

 

This announcement has been prepared for the purpose of complying with English law, the Listing Rules and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

 

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.

 

Overseas shareholders

 

The laws of the relevant jurisdictions may affect the availability of the Acquisition to persons who are not resident in the United KingdomPersons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe any applicable requirementsAny person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any actionIn particular, the ability of persons who are not resident in the United Kingdom to vote their Sepura Shares at the Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Sepura Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

 

Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdictionTo the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

 

The Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted JurisdictionAccordingly, copies of this announcement and formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted JurisdictionIn the event that the Acquisition is implemented by way of a Takeover Offer and extended into the US, Hytera will do so in satisfaction of the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto.  The Acquisition relates to the shares of a UK company and it is proposed to be made by means of a scheme of arrangement provided for under the laws of England and WalesThe Scheme will relate to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act.  A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the US Exchange ActAccordingly, the Scheme is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rulesFinancial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to the financial statements of US companiesHowever, if Hytera were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunderSuch Takeover Offer would be made in the US by Hytera and no one elseIn addition to any such Takeover Offer, Hytera, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Sepura outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptanceIf such purchases or arrangements to purchase are made they would be made outside the United States in compliance with applicable law, including the US Exchange Act.

 

Forward-looking statements

 

This announcement may contain certain "forward-looking statements" with respect to Hytera, Bidco or Sepura.  These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts.  Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof.  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 the Hytera Group or the Sepura Group and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the business of the Hytera Group or the Sepura Group.

 

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements.  These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments.  You 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 Hytera, Bidco or Sepura or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above.  Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement.  Hytera, Bidco and Sepura assume no obligation to update publicly or revise forward-looking or other statements contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

 

No profit forecasts or estimates

 

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per ordinary share for Hytera or Sepura respectively for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Hytera or Sepura respectively.

 

Publication on website, the National Storage Mechanism and availability of hard copies

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Hytera's website at www.hytera.com and Sepura's website at www.sepura.com by no later than 12.00 noon on the Business Day following this announcement.  Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.

 

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this announcement, free of charge, by contacting Lazard on +44 (0) 20 7187 2000.  For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested.  In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

 

Information relating to Sepura Shareholders

 

Please be aware that addresses, electronic addresses and certain information provided by Sepura Shareholders, persons with information rights and other relevant persons for the receipt of communications from Sepura may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Code.

 

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 an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.  An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror(s).  An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm on the 10th Business Day following the announcement in which any securities exchange offeror is first identified.  Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror.  A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8.  A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm on the Business Day following the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

 

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

 

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified.  You should contact the Takeover 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.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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Results of the Court Meeting and General Meeting - RNS