TIDMKBC

RNS Number : 4652Q

KBC Advanced Technologies plc

29 February 2016

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

29 February 2016

Court Meeting and General Meeting Adjourned

On 17 February 2016, KBC Advanced Technologies plc ("KBC") and Yokogawa Electric Corporation ("Yokogawa") announced the terms of a recommended offer for KBC by Yokogawa (the "Yokogawa Offer"). Terms defined in the Yokogawa Offer announcement have the same meaning when used in this announcement.

As part of the Yokogawa Offer announcement, KBC stated its intention to: (i) seek the permission of the Court to adjourn the Court meeting to consider the AspenTech Proposal convened for 10.00 a.m. on 29 February 2016 (the "AspenTech Court Meeting"); and (ii) adjourn the KBC general meeting to consider the AspenTech Proposal and associated matters convened for 10.15 a.m. on 29 February 2016 (the "AspenTech General Meeting") subject to the passing at the AspenTech General Meeting of a resolution to adjourn the AspenTech General Meeting.

KBC confirms that pursuant to the Court having granted its permission to adjourn the AspenTech Court Meeting, the AspenTech Court Meeting was today adjourned until further order. KBC also confirms that today the KBC Shareholders have resolved to adjourn the AspenTech General Meeting until further notice.

KBC intends to publish shortly the Scheme Document relating to the Yokogawa Offer, in which KBC will set out the expected timetable of events relating to the Yokogawa Offer.

Enquiries

 
 KBC                        Tel:+44(0)20 7357 
  Eric Dodd                  0800 
  Chief Financial Officer 
 Evercore                   Tel: +44(0)20 7653 
  (Financial Adviser to      6000 
  KBC) 
  Edward Banks 
 Cenkos                     Tel: +44 (0)20 7397 
  (Corporate broker and      8900 
  NOMAD to KBC) 
  Bobbie Hilliam 
  Julian Morse 
 Weber Shandwick            Tel: +44 (0)20 7397 
  (PR Adviser to KBC)        8900 
  Nick Oborne 
  Tom Jenkins 
 

Evercore Partners International LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for KBC and no one else in connection with the Acquisition and the matters set out in this announcement and will not regard any other person as its client in connection with the matters referred to in this announcement and will not be responsible to anyone other than KBC for providing the protections afforded to clients of Evercore or its affiliates, or for providing advice in relation to the Acquisition, the contents of this announcement or any other matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or 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 Evercore in connection with this announcement, any statement contained herein or otherwise.

Cenkos Securities plc, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as corporate broker and nominated adviser to KBC and no-one else in connection with the Acquisition and other matters described in this announcement and will not be responsible to anyone other than KBC for providing the protections afforded to clients of Cenkos Securities plc or for providing advice in relation to the Acquisition, the contents of this announcement or any other matter referred to herein.

This announcement is for information purposes only and is not intended to and does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

This announcement has been prepared in accordance with English law and the Code, and information disclosed may not be the same as that which would have been prepared in accordance with laws outside of the United Kingdom. The release, publication or distribution of this communication in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this communication is released, published or distributed should inform themselves about and observe such restrictions.

Publication on website

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, at KBC's website at http://ir.kbcat.com/home/ by no later than 12 noon on 1 March 2016.

Neither the contents of this website nor the content of any other website accessible from hyperlinks on such website is incorporated into, or forms part of, this announcement.

In accordance with Rule 30.2 of the Code, a person so entitled may request a hard copy of this announcement, free of charge, Evercore on +44 (0)20 7653 6000. 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 30.2 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.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day (as defined in the Code) following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day (as defined in the Code) following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have 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 (London time) on the business day (as defined in the Code) 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

END

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February 29, 2016 06:12 ET (11:12 GMT)

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