TIDMADT
RNS Number : 5202V
AdEPT Technology Group PLC
05 April 2023
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 OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
5 APRIL 2023
RECOMMED CASH ACQUISITION
OF
ADEPT TECHNOLOGY GROUP PLC ("AdEPT" )
BY
THETIS BIDCO LIMITED ("BIDCO")
a member of the Wavenet Group
to be effected by means of a Court-sanctioned scheme of
arrangement
under Part 26 of the Companies Act 2006
Court sanction of the Scheme
On 8 February 2023, the boards of AdEPT and Bidco announced that
they had reached agreement on the terms of a recommended all cash
acquisition pursuant to which Bidco will acquire the entire issued
and to be issued share capital of AdEPT (the "Acquisition"). The
Acquisition is to be effected by means of a Court-sanctioned scheme
of arrangement between AdEPT and relevant AdEPT Shareholders under
Part 26 of the Companies Act (the "Scheme"). On 22 February 2023,
AdEPT published and posted a circular in relation to the
Acquisition (the "Scheme Document").
Capitalised terms used in this announcement shall, unless
otherwise defined, have the meanings set out in Part Eight of the
Scheme Document.
AdEPT and Bidco are pleased to announce that at the Court
Hearing held earlier today, the Court made an order sanctioning the
Scheme.
The Scheme will become effective upon the Court Order (duly
sealed by the Court) being delivered to the Registrar of Companies,
which is now expected to take place on 11 April 2023. The Scheme is
therefore expected to become effective on 11 April 2023.
Dealings in AdEPT Shares are expected to be suspended with
effect from 7.30 a.m. on 11 April 2023. Accordingly, 6 April 2023
will be the last day of dealings in, and for the registration of
transfers of, AdEPT Shares (other than the registration of the
transfer of the AdEPT Shares to Bidco pursuant to the Scheme) on
the London Stock Exchange.
The admission to trading of the AdEPT Shares on AIM is expected
to be cancelled with effect from 7.00 a.m. on 12 April 2023.
The In-The-Money Unvested Share Options became capable of
exercise immediately following the Court Hearing and AdEPT confirms
that the relevant Share Options will be exercised and that 10,000
AdEPT Shares will be allotted and issued by AdEPT to satisfy the
exercise of the Share Options ("Option Shares") prior to the Scheme
Record Time.
Application has been made to the London Stock Exchange for the
Option Shares to be admitted to trading on AIM ("Admission") and it
is expected that Admission of the Option Shares will become
effective on or around 8.00am on 6 April 2023.
Following Admission of the Option Shares, the Company's total
issued share capital will be 25,039,957 AdEPT Shares. The Company
does not hold any shares in treasury. Therefore, the total number
of voting rights in the Company will be 25,039,957.
Shareholder Helpline
If you are an AdEPT Shareholder and you have any questions
relating to this announcement, please contact Computershare on 0370
889 3192. Lines are open between 8:30 a.m. and 5:30 p.m. Monday to
Friday (excluding English and Welsh public holidays). Calls will be
charged at the applicable national or international rates as the
case may be. Different charges may apply to calls from mobile
telephones. Please note that calls may be monitored or recorded and
Computershare cannot provide legal, tax or financial advice or
advice on the merits of the Acquisition or the Scheme.
Enquiries
AdEPT Technology Group plc
Ian Fishwick (Chairman) +44 (0)34 4557
Phil Race (Chief Executive Officer) 7200
Houlihan Lokey UK Limited
(Financial Adviser and Joint Rule 3 Adviser
to AdEPT)
James Craven
Tim Richardson +44 (0)20 7839
Declan O'Connor 3355
Singer Capital Markets Advisory LLP
(Nominated Adviser, Joint Rule 3 Adviser and
Broker to AdEPT)
Shaun Dobson
Alaina Wong +44 (0)20 7496
Sandy Fraser 3000
Belvedere Communications
(Public Relations Adviser to AdEPT) +44 (0)20 3008
Cat Valentine 6864
Wavenet and Bidco
Bill Dawson (Chief Executive Officer) +44 (0)121 794
Venetia Cooper (Chief Financial Officer) 1415
Cardean Bell Ltd
(Financial Adviser to Bidco)
Peter Bell +44 (0)20 3982
Michael Shaw 5035
MarchHarvey Ltd
(Financial Adviser to Bidco) +44 (0)20 7289
Oliver Levy 8121
Cripps LLP is acting as legal adviser to AdEPT.
Travers Smith LLP is acting as legal adviser to Bidco.
Important notices
Houlihan Lokey UK Limited ("Houlihan Lokey"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting exclusively as financial adviser to AdEPT and for no one
else in connection with the Acquisition and will not be responsible
to anyone other than AdEPT for providing the protections afforded
to clients of Houlihan Lokey for providing advice in relation to
the Acquisition, the contents of this announcement or any other
matters referred to in this announcement. Neither Houlihan Lokey
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 Houlihan Lokey in connection with this
announcement, any statement contained herein or otherwise.
Singer Capital Markets Advisory LLP ("Singer Capital Markets"),
which is authorised and regulated in the United Kingdom by the FCA,
is acting exclusively as financial adviser to AdEPT and for no one
else in connection with the Acquisition and will not be responsible
to anyone other than AdEPT for providing the protections afforded
to clients of Singer Capital Markets for providing advice in
relation to the Acquisition, the contents of this announcement or
any other matters referred to in this announcement. Neither Singer
Capital Markets 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 Singer Capital Markets in connection
with this announcement, any statement contained herein or
otherwise.
Cardean Bell Ltd ("Cardean Bell"), which is an Appointed
Representative of Sturgeon Ventures LLP, which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority
("FCA"), is acting as financial adviser to Bidco and for no one
else in connection with the Acquisition and will not be responsible
to anyone other than Bidco for providing the protections afforded
to clients of Cardean Bell in relation to the Acquisition, the
contents of this announcement or any other matters referred to in
this announcement. Neither Cardean Bell 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 Cardean
Bell in connection with this announcement, any statement contained
herein or otherwise.
MarchHarvey Ltd ("March Harvey"), which is an Appointed
Representative of Kroll Securities Ltd, which is authorised and
regulated in the United Kingdom by the FCA, is acting as financial
adviser to Bidco and for no one else in connection with the
Acquisition and will not be responsible to anyone other than Bidco
for providing the protections afforded to clients of March Harvey
in relation to the Acquisition, the contents of this announcement
or any other matters referred to in this announcement. Neither
March Harvey 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 March Harvey in connection with this
announcement, any statement contained herein or otherwise.
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer to
sell or an invitation to purchase any securities or the
solicitation of an offer to buy, otherwise acquire, subscribe for,
sell or otherwise dispose of any securities, pursuant to the
Acquisition or otherwise, nor shall there be any purchase, sale,
issuance or exchange of securities or such solicitation in any
jurisdiction in which such offer, solicitation, sale, issuance or
exchange would be unlawful prior to the registration or
qualification under the laws of such jurisdiction. The Acquisition
will be made solely by means of the Scheme Document or any document
by which the Acquisition is made which will contain the full terms
and Conditions of the Acquisition.
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 the United Kingdom.
Each AdEPT Shareholder is advised to consult its independent
professional adviser regarding the tax consequences to it (or to
its beneficial owners) of the Acquisition.
Overseas jurisdictions
This announcement has been prepared in accordance with and for
the purpose of complying with the laws of England and Wales, the
Code, the AIM Rules, and the Market Abuse Regulation (EU 596/2014)
(which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018) and 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 England and Wales.
The release, publication or distribution of this announcement in
or into certain jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons into whose possession
this Announcement comes should inform themselves of, and observe,
such restrictions. Further details in relation to the Overseas
AdEPT Shareholders are contained in the Scheme Document. Any
failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
Unless otherwise determined by Bidco or required by the Code,
and permitted by applicable law and regulation, the Acquisition
shall not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Scheme by any such means from within a Restricted Jurisdiction or
any other jurisdiction if to do so would constitute a violation of
the laws of that jurisdiction. Accordingly, copies of this
Announcement and all documents relating to the Acquisition are not
being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this Announcement and all
documents relating to the Acquisition (including custodians,
nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would
violate the laws in that jurisdiction.
The availability of the Acquisition to AdEPT Shareholders who
are not resident in the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are resident. Persons
who are not resident in the United Kingdom should inform themselves
of, and observe, any applicable requirements. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
The Acquisition shall be subject to the applicable requirements
of the Code, the Panel, the London Stock Exchange, the FCA, the AIM
Rules and the Registrar of Companies.
Additional information for US investors in AdEPT
AdEPT Shareholders in the United States should note that the
Acquisition relates to the shares of an English company with a
listing on AIM and is proposed to be effected by means of a scheme
of arrangement under English law. This Announcement, the Scheme
Document and certain other documents relating to the Acquisition
have been or will be prepared in accordance with English law, the
Code and UK disclosure requirements, format and style, all of which
differ from those in the United States. A transaction effected by
means of a scheme of arrangement is not subject to the tender offer
rules or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure
requirements of and practices applicable in the United Kingdom to
schemes of arrangement, which differ from the disclosure
requirements of the United States tender offer and proxy
solicitation rules. If, in the future, Bidco exercises the right to
implement the Acquisition by way of a Takeover Offer and determines
to extend the offer into the United States, the Acquisition will be
made in compliance with applicable United States laws and
regulations, including any applicable exemptions under the US
Exchange Act.
AdEPT's financial statements, and all financial information that
is included in the Scheme Document or any other documents relating
to the Acquisition, have been or will be prepared in accordance
with IFRS and may not be comparable to financial statements of
companies in the United States or other companies whose financial
statements are prepared in accordance with US generally accepted
accounting principles.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its AdEPT Shares pursuant to
the Scheme will likely be a taxable transaction for United States
federal income tax purposes and under applicable United States
state and local, as well as foreign and other, tax laws. Each AdEPT
Shareholder is urged to consult their independent professional
adviser immediately regarding the tax consequences of the
Acquisition applicable to them.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws, since Bidco
and AdEPT are located in countries other than the US, and some or
all of their officers and directors may be residents of countries
other than the US. US holders may not be able to sue a non-US
company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to
a US court's judgement.
In accordance with normal UK practice and consistent with Rule
14e-5(b) of the US Exchange Act, (to the extent applicable) Bidco,
certain affiliated companies and their nominees or brokers (acting
as agents) may make certain purchases of, or arrangements to
purchase, shares in AdEPT outside of the US, other than pursuant to
the Acquisition, until the date on which the Acquisition and/or
Scheme becomes Effective, lapses or is otherwise withdrawn. If such
purchases or arrangements to purchase were to be made they would
occur either in the open market at prevailing prices or in private
transactions at negotiated prices and comply with applicable law,
including the US Exchange Act. Any information about such purchases
or arrangements to purchase will be disclosed as required in the
United Kingdom, will be reported to a Regulatory Information
Service and will be
available on the London Stock Exchange website at www.londonstockexchange.com .
Neither the United States Securities and Exchange Commission nor
any US state securities commission has approved or disapproved the
Acquisition, passed upon the merits or fairness of the Acquisition
or passed any opinion upon the accuracy, adequacy or completeness
of this Announcement (nor will it do so in respect of the Scheme
Document). Any representation to the contrary is a criminal offence
in the United States.
Forward looking statements
This announcement contains statements about Bidco and the AdEPT
Group that are or may be forward looking statements. These
statements are based on the current expectations of the management
of Bidco and AdEPT and are naturally subject to uncertainty and
changes in circumstances. All statements, including the expected
timing and scope of the Acquisition, other than statements of
historical facts included in this announcement, may be forward
looking statements. Without limitation, any statements preceded or
followed by or that include the words "targets", "plans",
"believes", "expects", "aims", "intends", "will", "may", "should",
"would", "could", "anticipates", "estimates", "projects",
"strategy" or words or terms of similar substance or the negative
thereof are forward looking statements. Forward looking statements
may 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 AdEPT Group's
operations; and (iii) the effects of government regulation on the
AdEPT Group's business.
Such forward looking statements are not guarantees of future
performance. By their nature, because they relate to events and
depend on circumstances that will occur in the future, such forward
looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results and
developments to differ materially from those projected or implied
in any forward looking statements. These factors include, but are
not limited to, the satisfaction of the conditions to the
Acquisition, as well as additional factors, such as changes in
political and economic conditions, changes in the level of capital
investment, retention of key employees, changes in customer habits,
success of business and operating initiatives and restructuring
objectives, impact of any acquisitions or similar transactions,
changes in customers' strategies and stability, competitive product
and pricing measures, changes in the regulatory environment,
fluctuations or interest and exchange rates and the outcome of any
litigation. Other unknown or unpredictable factors could cause
actual results to differ materially from those in the
forward-looking statements. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such forward
looking statements, (which speak only as of the date hereof) and
neither Bidco nor any member of the AdEPT Group (nor any of their
respective directors, officers, employees or advisers) provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied by the forward looking statements will
actually occur. Further, Bidco and each member of the AdEPT Group
disclaims any obligation to update publicly or revise any forward
looking or other statements contained herein, whether as a result
of new information,
future events or otherwise, except as required by applicable
law.
All subsequent oral or written forward looking statements
attributable to any member of the Wider Bidco Group or Wider AdEPT
Group, or any of their respective directors, officers, employees or
advisers, are expressly qualified in their entirety by the
cautionary statement above.
No profit forecasts or profit estimates
No statement in this announcement is intended as a profit
forecast or profit estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share for AdEPT for the current or future financial
years would necessarily match or exceed the historical published
earnings or earnings per share for AdEPT.
Information relating to AdEPT Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by AdEPT Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from AdEPT may be provided to Bidco during the Offer
Period as required under Section 4 of Appendix 4 to the Code to
comply with Rule 2.11(c) of the Code.
Right to switch to a Takeover Offer
Bidco reserves the right to elect, with the consent of the
Panel, to implement the Acquisition by way of a Takeover Offer as
an alternative to the Scheme. In such event, such Takeover Offer
will be implemented on substantially the same terms and conditions,
so far as applicable, as those which would apply to the Scheme
subject to appropriate amendments to reflect the change of method
of effecting the Takeover Offer.
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 (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 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(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 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 of the Code.
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 of
the Code).
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 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 and hard copies
This announcement and the documents required to be published
pursuant to Rule 26 of the Code will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on AdEPT's website at
https://documents.adept.co.uk/wavenet-acquisition and Wavenet
Limited's website at https://uk.wavenetuk.com/offer-for-adept by no
later than 12.00 p.m. on the Business Day following this
announcement.
Neither the content of any website referred to in this
announcement nor the content of any website accessible from
hyperlinks is incorporated into, or forms part of, this
announcement.
AdEPT Shareholders may request a hard copy of this announcement
by contacting Computershare during business hours on 0370 889 3192
. Calls outside the United Kingdom will be charged at the
applicable international rate. Lines are open between 8:30 a.m. and
5:30 p.m. Monday to Friday (excluding English and Welsh public
holidays). Calls will be charged at the applicable national or
international rates as the case may be. Different charges may apply
to calls from mobile telephones. Please note that calls may be
monitored or recorded and Computershare cannot provide legal, tax
or financial advice or advice on the merits of the Acquisition or
the Scheme. AdEPT Shareholders 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. If an
AdEPT Shareholder has received this announcement in electronic
form, hard copies of this announcement and any document or
information incorporated by reference into this announcement will
not be provided unless such a request is made.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
General
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under the Financial Services and Markets Act 2000 (as
amended) if you are resident in the United Kingdom or, if not, from
another appropriate authorised independent financial adviser.
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END
MSCUPUUGCUPWGWA
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April 05, 2023 09:13 ET (13:13 GMT)
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