TIDMKBC
RNS Number : 2582U
KBC Advanced Technologies plc
05 April 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
5 April 2016
RECOMMENDED CASH ACQUISITION
of
KBC Advanced Technologies plc
by
Yokogawa Electric Corporation
(to be implemented by way of a scheme of arrangement under Part
26 of the Companies Act)
Court Sanction of the Scheme
The board of directors of KBC Advanced Technologies plc ("KBC")
is pleased to announce that the High Court of England and Wales has
today, 5 April 2016, made a court order (the "Court Order")
sanctioning the Scheme by which the acquisition of KBC by Yokogawa
Electric Corporation is being implemented.
In order for the Scheme to become effective, the Court Order
must be delivered to the Registrar of Companies. It is expected
that the Court Order will be delivered to the Registrar of
Companies on 7 April 2016, and accordingly the Scheme will become
effective on that date.
Application has been made by KBC to the London Stock Exchange,
with the effect that:
- trading in KBC Shares on AIM will be suspended from 7.30 a.m. on 6 April 2016; and
- the admission of KBC Shares to trading on AIM will be
cancelled from 7.00 a.m. on the Business Day after the Effective
Date. It is expected that the cancellation of admission of KBC
Shares to trading on AIM will take effect from 7.00 a.m. on 8 April
2016.
The Scheme Shareholders who are on the register of members at
the Scheme Record Time (being 6.00 p.m. (London time) on 6 April
2016) will be entitled to receive the offer consideration of 210
pence in cash for each Scheme Share held.
Settlement of Consideration due under the Scheme will be
made:
- by cheque or the crediting of CREST within 14 days of the Effective Date; or
- in respect of Scheme Shares acquired pursuant to the exercise
of KBC Options, in accordance with the terms of the Optionholder
Letters.
A detailed timetable of principal events for the Scheme is set
out on page 10 of the circular posted to KBC Shareholders on 4
March 2016 (the "Scheme Document").
Capitalised terms used but not defined in this announcement (the
"Announcement") have the same meaning given to them in the Scheme
Document. All times referred to are London times.
Enquiries
Yokogawa Tel: +81 422 52 5530
Hiroshi Kubo
Corporate Communications
Department
Morgan Stanley Tel: +44 (0) 20 7425
(Financial Adviser to 8000
Yokogawa)
Ian Hart
Dominic Desbiens
KBC Tel:+44(0)20 7234
Eric Dodd 8535
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 7067
(PR Adviser to KBC) 0000
Nick Oborne
Tom Jenkins
Mitsubishi UFJ Morgan Stanley Securities Co., Ltd ("MUMSS"),
through its affiliate, Morgan Stanley & Co. International plc
("Morgan Stanley") which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the UK is acting as financial
adviser to Yokogawa and no one else in connection with the matters
set out in this announcement. In connection with such matters,
MUMSS, Morgan Stanley, each of their affiliates and each of their
affiliates' respective directors, officers, employees and agents
will not regard any other person as their client, nor will they be
responsible to any other person for providing the protections
afforded to their clients or for providing advice in relation to
the contents of this Announcement or any other matter referred to
herein.
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, or form any part of, an offer
to sell or an 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 by the Scheme Document (or, if
applicable, the Offer Document). Any decision in respect of, or
other response to, the Acquisition should be made only on the basis
of the information contained in the Scheme Document (or, if
applicable, the Offer Document).
This Announcement does not constitute a prospectus or a
prospectus equivalent document.
This Announcement has been prepared for the purpose of complying
with English law, the Code and the AIM Rules 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.
Overseas shareholders
The laws of the relevant jurisdictions may affect the
availability of the Acquisition to persons who are not resident in
the United Kingdom. Persons 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 requirements. Any 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 action.
Any failure to comply with the applicable legal or regulatory
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To 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
Jurisdiction. Accordingly, copies of this Announcement, the Scheme
Document 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 or the Scheme
Document (including custodians, nominees and trustees) must not
distribute or send it into or from a Restricted Jurisdiction. In
the event that the Acquisition is implemented by way of a Takeover
Offer and extended into the US, Yokogawa 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 Wales. The 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 Securities Exchange Act of
1934, as amended (the "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 Exchange
Act. Accordingly, the Acquisition 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 rules. Financial 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 companies. However, if Yokogawa 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 Exchange Act
and Regulation 14E thereunder. Such Takeover Offer would be made in
the US by Yokogawa and no one else. In addition to any such
Takeover Offer, Yokogawa, certain
(MORE TO FOLLOW) Dow Jones Newswires
April 05, 2016 10:39 ET (14:39 GMT)
affiliated companies and the nominees or brokers (acting as
agents) may make certain purchases of, or arrangements to purchase,
shares in KBC outside such Takeover Offer during the period in
which such Takeover Offer would remain open for acceptance. If such
purchases or arrangements to purchase are made they would be made
outside the United States in compliance with applicable law,
including the Exchange Act.
Forward-looking statements
This Announcement and the Scheme Document (including information
incorporated by reference in this Announcement and the Scheme
Document) contain certain forward-looking statements with respect
to Yokogawa and KBC. 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", "aim", "will", "may", "would", "could" or
"should" or other words of similar meaning or the negative thereof.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
economic performance, financial conditions, dividend policy, losses
and future prospects; (ii) business and management strategies and
the expansion and growth of the operations of the Yokogawa Group or
the KBC Group; and (iii) the effects of government regulation on
the business of the Yokogawa Group or the KBC Group.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of any such person, or
industry results, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are
based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which
each will operate in the future. You are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date hereof. All subsequent oral or written
forward-looking statements attributable to Yokogawa or KBC or any
persons acting on their behalf are expressly qualified in their
entirety by the cautionary statement above. Neither Yokogawa nor
KBC undertakes any obligation to update publicly or revise
forward-looking or other statements contained in this Announcement
or the Scheme Document, whether as a result of new information,
future events or otherwise, except to the extent legally
required.
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 Yokogawa's website at
http://www.yokogawa.com/ and KBC's website at
http://ir.kbcat.com/home/ by no later than 12 noon on 6 April
2016.
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 or the
Scheme Document.
In accordance with Rule 30.2 of the Code, a person so entitled
may request a hard copy of this Announcement, free of charge, by
contacting the Registrar, Computershare Investor Services PLC at
The Pavilions, Bridgwater Road, Bristol BS99 6ZY or by telephone on
0370 707 1099 (from within the UK) or +44 370 707 1099 (from
outside the UK). For persons who receive copies in electronic form
or via a website notification, hard copies 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.
Information relating to KBC Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by KBC Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from KBC may be provided to Yokogawa during the
Offer Period as required under Section 4 of Appendix 4 of the Code
to comply with Rule 2.12(c) of the Code.
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
STRLLFVSSDIEIIR
(END) Dow Jones Newswires
April 05, 2016 10:39 ET (14:39 GMT)
Grafico Azioni Kbc Adv.Tech. (LSE:KBC)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Kbc Adv.Tech. (LSE:KBC)
Storico
Da Giu 2023 a Giu 2024
