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
STRTLMBTMBMTBIF
(END) Dow Jones Newswires
February 29, 2016 06:12 ET (11:12 GMT)
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