TIDMNWKI
RNS Number : 7485E
Networkers International PLC
12 February 2015
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
12 February 2015
Recommended Acquisition
of
NETWORKERS INTERNATIONAL PLC
by
MATCHTECH GROUP PLC
(to be effected by means of a scheme of arrangement under Part
26 of the Companies Act)
POSTING OF SCHEME DOCUMENT
On 28 January 2015, the Networkers Board and the Matchtech Board
announced that they had reached agreement on the terms of a
recommended offer by which the entire issued and to be issued share
capital of Networkers will be acquired by Matchtech. It is intended
that the Acquisition be effected by means of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act.
Networkers is today posting a circular that sets out the
Conditions and further terms in relation to the Acquisition (the
"Scheme Document"), together with the associated Forms of Proxy, to
the holders of Networkers Shares. The Scheme Document contains
notices convening the Court Meeting and the General Meeting and
contains, amongst other things, the full terms and conditions of
the Scheme, an Explanatory Statement pursuant to section 897 of the
Companies Act, an expected timetable of principal events and
details of the actions to be taken by Networkers Shareholders.
The expected timetable of principal events is attached as an
appendix to this announcement. An announcement will be made if any
of the key dates set out in the expected timetable change.
To become effective, the Scheme will need to be approved by the
requisite majority of Scheme Shareholders present and voting,
whether in person or by proxy, at the Court Meeting and will
require the passing of the Special Resolution by Networkers
Shareholders by the requisite majority at the General Meeting, as
described in the Scheme Document. The Scheme is also subject to the
satisfaction or, if capable, waiver of the other Conditions set out
in Part III of the Scheme Document.
Notices of the Court Meeting and the General Meeting are set out
in the Scheme Document. The Court Meeting and the General Meeting
will both be held at the offices of DLA Piper UK LLP, 3 Noble
Street, London EC2V 7EE on 9 March 2015. The Court Meeting will
start at 10.00 a.m. and the General Meeting will start at 10.15
a.m. (or as soon thereafter as the Court Meeting shall have been
concluded or adjourned).
Holders of Networkers Shares should carefully read the Scheme
Document in its entirety before making a decision with respect to
the Acquisition.
Terms and expressions used in this Announcement shall, unless
the context otherwise requires, have the same meanings as given to
them in the Scheme Document.
Enquiries
Networkers International Tel: +44 20 8315 9000
plc
Spencer Manuel
Jon Plassard
Liberum Tel: +44(0) 20 3100 2000
(Financial Adviser and
NOMAD to Networkers)
Steve Pearce
Tom Fyson
Robert Morton
Josh Hughes
Numis Tel: +44 (0) 20 7260 1000
(Broker to Networkers)
David Poutney
Matchtech Group plc Tel: +44 (0) 1489 898989
Brian Wilkinson
Tony Dyer
Numis Tel: +44(0) 20 7260 1000
(Financial Adviser, NOMAD
and Broker to Matchtech)
Michael Meade
James Serjeant
Kevin Cruickshank
Newgate Tel: +44(0) 20 7680 6524
(PR adviser to Matchtech)
Andrew Jones
Rob Newman
Ed Treadwell
Important disclaimers (including in relation to securities laws
restrictions)
Liberum, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively for
Networkers as adviser for the purposes of Rule 3 of the Code in
connection with the Acquisition and no one else and will not be
responsible to anyone other than Networkers for providing the
protections afforded to customers of Liberum or for providing
advice in relation to the Acquisition or any matter referred to
herein.
Numis, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting as broker to
Networkers in connection with the Acquisition and also as financial
adviser and broker to Matchtech and not to anyone else and will not
be responsible to any other parties other than Networkers and
Matchtech in connection with the contents of this Announcement or
for providing the protections afforded to clients of Numis, or for
providing advice in relation to the Acquisition or any matters
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 is made solely by means of the Scheme Document (or, if
applicable, the Offer Document), which contains the full terms and
conditions of the Acquisition, including details of how to vote in
respect of the Acquisition. 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 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 of England.
Overseas Shareholders
The availability of New Matchtech Shares and 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 the laws of
other jurisdictions should inform themselves of, and observe, any
applicable requirements. Networkers Shareholders who are in any
doubt regarding such matters should consult an appropriate
independent adviser in the relevant jurisdiction without delay.
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 failure to comply with the
applicable 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 Scheme disclaim any responsibility and liability for the
violation of such restrictions by any person.
The Acquisition will not be made available, directly or
indirectly, in a Restricted Jurisdiction, and the Acquisition will
not be capable of acceptance from within a Restricted Jurisdiction.
Accordingly, copies of this Announcement and all other
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
Jurisdiction. Further details in relation to overseas Networkers
Shareholders are contained in the Scheme Document.
The Acquisition relates the shares in an English company and it
is proposed to be made by means of a scheme of arrangement provided
for under English company law. The scheme of arrangement will
relate to the shares of an English 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 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 and tender
offer rules. Financial information included in the relevant
documentation will have been prepared in accordance with accounting
standard applicable in the UK and may not be comparable to the
financial statement of US companies.
This Announcement is not an offer of securities for sale in the
United States. The New Matchtech Shares which will be issued in
connection with the Acquisition have not been, will not be and are
not required to be registered with the US Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933, as amended
(the "US Securities Act") or under the securities laws of any
state, district or other jurisdiction of the United States, and may
not be offered, sold, delivered or transferred except pursuant to
an available exemption from or in a transaction not subject to the
registration requirements of the US Securities Act and applicable
US state securities laws.
Neither the SEC nor any other US federal or state securities
commission or regulatory authority has approved or disapproved the
New Matchtech Shares or passed an opinion upon the fairness or
merits of such securities or upon the accuracy or adequacy of the
disclosures contained in this document.
Any representation to the contrary is a criminal offence in the
United States.
In the event that Matchtech extends the Acquisition into the
U.S. at some future time, it will do so in satisfaction of the
procedural and filing requirements of the U.S. securities laws at
that time, to the extent applicable thereto.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
one 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 (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (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
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, 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 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 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.
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 www.matchtechgroupplc.com and
http://info.networkersplc.com by no later than 12 noon on 13
February 2015.
Neither the contents of the websites nor the content of any
other website accessible from hyperlinks on such websites is
incorporated into, or forms part of, this Announcement.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out expected dates for
the implementation of the Scheme.
Event Time and date
Latest time for lodging
Forms of Proxy for the:
Court Meeting (white Form 10.00 a.m. on 5 March
of Proxy) 2015(1)
General Meeting (blue Form 10.15 a.m. on 5 March
of Proxy) 2015(2)
Voting Record Time 6.00 p.m. on 5 March
2015(3)
Court Meeting 10.00 a.m. on 9 March
2015
General Meeting 10.15 a.m. on 9 March
2015(4)
Certain of the following dates are subject to
change (please see note (5) below):
Scheme Court Hearing 30 March 2015(5)
Last day of dealings in, 31 March 2015(5)
and for registration
of transfer of, and disablement
of
CREST of, Networkers Shares
Scheme Record Time 6.00 p.m. on 31 March
2015(5)
Suspension of admission 7.30 a.m. on 1 April
of, and dealings, settlement 2015(5)
and transfers in, Networkers
Shares
Reduction Court Hearing 1 April 2015(5)
Effective Date 2 April 2015(5)
Date for cancellation of by no later than 7.00
admission to trading of a.m. on 7 April 2015
Networkers Shares
Admission to trading of 8.00 a.m. on 7 April
the New Matchtech Shares 2015
and CREST accounts credited
with New Matchtech Shares
Latest date of despatch Within 14 days of the
of cheques and settlement Effective Date
through CREST of cash Consideration
Long Stop Date 30 June 2015
The Court Meeting and the General Meeting will
each be held at the offices of DLA Piper UK LLP,
3 Noble Street, London EC2V 7EE.
1. It is requested that the white Form of Proxy for the Court
Meeting be received before 10.00 a.m. on 5 March 2015, or, if the
Court Meeting is adjourned, not later than 48 hours (excluding any
part of the day which is not a working day) before the time fixed
for the holding of the adjourned meeting. White Forms of Proxy not
so received may be handed to the Chairman of the Court Meeting
before the taking of the poll at the Court Meeting.
2. The blue Form of Proxy for the General Meeting must be lodged
before 10.15 a.m. on 5 March 2015, or, if the General Meeting is
adjourned, not later than 48 hours (excluding any part of the day
which is not a working day) before the time fixed for the holding
of the adjourned meeting. The blue Form of Proxy cannot be handed
to the Chairman of the General Meeting at that meeting.
3. If either the Court Meeting or the General Meeting is
adjourned, the voting record time for the adjourned meeting will be
6.00 p.m. on the day which is two days (excluding any non-working
day) before the adjourned meeting.
4. Or as soon thereafter as the Court Meeting shall have been
concluded or adjourned.
5. These times and dates are indicative only and will depend,
among other things, on the date on which the Conditions are either
satisfied, or (if capable of waiver) waived, and the dates upon
which the Court sanctions the Scheme and confirms the associated
Capital Reduction. It will also depend on whether the Court
Order(s) sanctioning the Scheme and confirming the Capital
Reduction and, in relation to the Capital Reduction, the Statement
of Capital are delivered to the Registrar of Companies, and if
required by the Court, when the Reduction Court Order is
registered. Networkers will give notice of the change(s) by issuing
an announcement through a Regulatory Information Service and, if
required by the Panel, post notice of the change(s) to Networkers
Shareholders and, for information only, to participants in the
Networkers Share Schemes.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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