TIDMANTP
RNS Number : 4196S
ANT plc
30 November 2012
Rule 2.7 Announcement
Part I
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 30 November 2012
Recommended Cash Acquisition
by
Espial (UK) Limited ("Espial UK"), a wholly-owned subsidiary of
Espial Group Inc. ("Espial")
of
ANT plc ("ANT")
(to be implemented by way of a Scheme of Arrangement under Part
26 of the Companies Act)
Summary
-- The boards of Espial and ANT announce that they have reached
agreement on the terms of a recommended cash offer to be made by
Espial UK for the entire issued and to be issued share capital of
ANT (the "Acquisition"). It is intended that the Acquisition will
be effected by way of a Court sanctioned scheme of arrangement
under Part 26 of the Companies Act.
-- Under the terms of the Acquisition, ANT Shareholders will be
entitled to receive 20.5 pence in cash for each ANT Share held.
-- The Acquisition values the issued share capital of ANT at approximately GBP4.979 million.
-- The Acquisition consideration of 20.5 pence for each ANT
Share represents a premium of approximately:
o 9.3 per cent. to the closing price of 18.75 pence per ANT
Share on 29 November 2012, the Business Day immediately prior to
the date of this announcement;
o 5.7 per cent. to the average closing price of 19.39 pence per
ANT Share over the three month period ended 29 November 2012;
and
o 9.4 per cent. to the average closing price of 18.74 pence per
ANT Share over the six month period ended 29 November 2012.
The ANT Directors, who have been so advised by Westhouse
Securities Limited ("Westhouse"), consider the terms of the
Acquisition to be fair and reasonable. In providing its advice to
the ANT Directors, Westhouse has taken into account the commercial
assessments of the ANT Directors. Accordingly, the ANT Directors
intend to unanimously recommend that ANT Shareholders vote in
favour of the Scheme at the Court Meeting and the resolution to be
proposed at the General Meeting, as those ANT Directors holding ANT
Shares have irrevocably undertaken to do in respect of their own
beneficial holdings of ANT Shares, amounting to, in aggregate,
57,600 ANT Shares, representing approximately 0.2 per cent. of the
issued share capital of ANT at the date of this announcement.
-- Espial UK has also received irrevocable undertakings to vote
in favour of the Scheme at the Court Meeting and the resolution to
be proposed at the General Meeting in respect of in aggregate
11,865,387 ANT Shares, representing approximately 48.9 per cent. of
the issued share capital of ANT as at the date of this
announcement.
-- Espial UK has therefore received in aggregate irrevocable
undertakings over 11,922,987 ANT Shares, representing approximately
49.1 per cent. of the issued share capital of ANT as at the date of
this announcement. Further details of the irrevocable undertakings
are set out in Appendix III to this announcement.
-- The cash consideration payable under the terms of the
Acquisition will be funded using Espial's existing cash
resources.
-- The Acquisition will be subject to the approval of ANT
Shareholders and to the satisfaction or waiver of the other
Conditions and certain further terms set out in Appendix I to this
announcement and to the full terms and conditions to be set out in
the Scheme Document.
-- Subject to satisfaction of the Conditions, the Scheme is
expected to become effective in February 2013. The Scheme Document
setting out further details of the Scheme, the expected timetable
and the procedure to be followed will be despatched to ANT
Shareholders as soon as reasonably practicable.
-- The Acquisition will be considered by ANT Shareholders at the
Court Meeting and at the General Meeting. In order to become
effective, the Scheme must be approved by a majority in number of
the ANT Shareholders entitled to vote and present and voting at the
Court Meeting, either in person or by proxy, and representing at
least 75% in value of the ANT Shares voted. In addition, a
resolution concerning certain matters necessary to implement the
Scheme and approve the related Capital Reduction must be passed by
75% of votes cast by ANT Shareholders present and voting at the
General Meeting.
Commenting on the Acquisition, Jaison Dolvane, Chief Executive
Officer of Espial said:
"We are pleased to have reached agreement with the Board of ANT
on the terms of our proposed offer for the Company, and we look
forward to building on what they have achieved with the business to
date."
Commenting on the Acquisition, Royston Hoggarth, Non-Executive
Chairman of ANT said:
"On behalf of the Board of ANT and its staff, we are excited by
the agreement reached with Espial and look forward to a stronger
future as a combined business."
This summary should be read in conjunction with the full text of
the following announcement including the Appendices to this
announcement. The Conditions and certain further terms of the
Acquisition are set out in Appendix I to this announcement.
Appendix II to this announcement sets out the sources and bases of
certain financial and other information contained in this
announcement. Appendix III to this announcement contains details of
the irrevocable undertakings given to Espial UK. Appendix IV to
this announcement contains the definitions of certain terms used in
this announcement.
Enquiries:
Espial Tel: +1 613 230
4770
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Jaison Dolvane, Chief Executive Officer
Carl Smith, Chief Financial Officer
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ANT plc Tel: +44 1223 716400
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Royston Hoggarth, Non-Executive Chairman
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Westhouse (financial adviser, nominated adviser Tel: +44 20 7601
and broker to ANT plc) 6100
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Tom Griffiths
-----------------------------------------------------------------------
Paul Gillam
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Newgate Threadneedle (public relations adviser Tel: +44 20 7653
to ANT plc) 9850
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Caroline Evans-Jones
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Fiona Conroy
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Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, any offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities
or the solicitation of any vote or approval in any jurisdiction
pursuant to the Acquisition or otherwise.
This announcement does not constitute a prospectus or prospectus
equivalent document. The Acquisition will be made solely on the
basis of information contained or referred to in, or the procedures
set out in, the Scheme Document and the accompanying Forms of Proxy
(which will together contain the full terms and conditions of the
Acquisition). ANT Shareholders are advised to read the formal
documentation in relation to the Acquisition carefully once it has
been despatched.
Please be aware that addresses, electronic addresses and certain
other information provided by ANT Shareholders, persons with
information rights and other relevant persons in connection with
the receipt of communications from ANT may be provided to Espial UK
and Espial during the Offer Period as required under Section 4 of
Appendix 4 of the Code.
Allenby Capital Limited ("Allenby"), which is authorised and
regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for Espial UK and Espial and
no-one else in connection with the Acquisition and will not be
responsible to anyone other than Espial UK and Espial for providing
the protections afforded to clients of Allenby nor for providing
advice in relation to the Acquisition or any other matters referred
to herein.
Westhouse, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
for ANT and no-one else in connection with the Acquisition and will
not be responsible to anyone other than ANT for providing the
protections afforded to clients of Westhouse nor for providing
advice in relation to the Acquisition or any other matters referred
to herein.
Overseas jurisdictions
The availability of the Acquisition in, and the release,
publication or distribution of this announcement in or into,
jurisdictions other than the United Kingdom may be restricted by
law. In particular, as described in Appendix I to this
announcement, the Acquisition will not be made directly or
indirectly into any Restricted Jurisdiction. Therefore, persons
into whose possession this announcement comes who are not resident
in the United Kingdom or who are subject to the laws of other
jurisdictions should inform themselves about, and observe, any
applicable restrictions. ANT Shareholders who are in any doubt
regarding such matters should consult an appropriate independent
adviser in the relevant jurisdiction without delay. Any failure to
comply with such restrictions may constitute a violation of the
securities laws of any such jurisdiction.
The Acquisition relates to shares of a company incorporated in
the United Kingdom and is proposed to be effected by means of a
scheme of arrangement under the laws of England and Wales. Neither
the proxy solicitation rules nor (unless implemented by means of a
takeover offer) the tender offer rules under the US Securities
Exchange Act of 1934, as amended, will apply to the Acquisition.
Moreover, the Acquisition is subject to the disclosure requirements
and practices applicable in the United Kingdom and under the City
Code to schemes of arrangement, which differ from the disclosure
requirements of the US proxy solicitation rules and tender offer
rules.
Unless otherwise determined by Espial UK or required by the
Code, and permitted by applicable law and regulation, the
Acquisition will 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 Acquisition by any such use, means, instrumentality or form
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.
Any person (including, without limitation, as custodian, nominee
or trustee) who would or otherwise intends to, or who may have a
contractual or legal obligation to forward this announcement and /
or the Scheme Document and / or any other related document to any
jurisdiction outside of the United Kingdom should inform themselves
of, and observe, any applicable legal or regulatory requirements of
their jurisdiction before taking any action.
This announcement has been prepared for the purposes 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 any jurisdiction outside the United Kingdom.
Disclosure requirements
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 paper 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 paper
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 paper 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 p.m. (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th Business Day following the
announcement in which any paper offeror is first identified.
Relevant persons who deal in the relevant securities of an offeree
company or of a paper 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 an
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper 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
paper 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 p.m. (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 paper
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 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.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
Forward-looking statements
This announcement contains statements that are or may be
forward-looking statements. Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Espial or ANT, as applicable, about future events, and are
therefore subject to risks and uncertainties which could cause
actual results to differ materially from the future results
expressed or implied by the forward-looking statements. The
forward-looking statements contained in this announcement include
statements relating to the expected effects of the Acquisition on
Espial and ANT, the expected timing and scope of the Acquisition
and other statements other than historical facts. All statements
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", "should", "could", "would", "may", "anticipates",
"estimates", "synergy", "cost-saving", "projects", "goal",
"strategy", "budget", "forecast" or "might" or, words or terms of
similar substance or the negative thereof, are forward-looking
statements. Forward-looking statements include statements relating
to the following: (i) future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness,
financial condition, losses and future prospects; (ii) business and
management strategies and the expansion and growth of Espial's or
ANT's operations and potential synergies resulting from the
Acquisition; (iii) the effects of government regulation on Espial's
or ANT's business.
These forward-looking statements are not guarantees of future
financial performance. Except as expressly provided in this
announcement, they have not been reviewed by the auditors of Espial
or ANT or their respective financial advisers. Such forward-looking
statements involve known and unknown risks and uncertainties that
could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any
forward-looking statements. These factors include the satisfaction
of the Conditions, as well as additional factors, such as:
fluctuations in the capital markets; fluctuations in interest and
exchange rates; increased regulation or regulatory scrutiny; the
occurrence of unforeseen disasters or catastrophes; political or
economic instability in principal markets; adverse outcomes in
litigation; and general, local and global economic, political,
business and market conditions. Other unknown or unpredictable
factors could cause actual results to differ materially from those
in the forward-looking statements. Such forward-looking statements
should therefore be construed in the light of such factors. Neither
Espial, Espial UK nor ANT, nor any of their respective associates
or directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this announcement
will actually occur. 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. All subsequent
oral or written forward-looking statements attributable to Espial,
Espial UK or ANT or any of their respective members, directors,
officers or employees or any persons acting on their behalf are
expressly qualified in their entirety by the cautionary statement
above. Espial, Espial UK and ANT disclaim any obligation to update
or revise any forward-looking or other statements contained herein
other than in accordance with their legal and regulatory
obligations.
Nothing in this announcement shall be effective to limit or
exclude any liability which, by law or regulation, cannot be so
limited or excluded.
Publication of this announcement on Espial's and ANT's
websites
A copy of this announcement will be available, subject to
certain restrictions relating to persons resident in any Restricted
Jurisdictions, on www.espial.com and www.antplc.com by no later
than 12:00 noon (London time) on 3 December 2012 (being the
Business Day following the date of this announcement) in accordance
with Rule 30.4 of the Code.
The contents of Espial's website and ANT's website are not
incorporated into and do not form part of this announcement.
A hard copy of this announcement is available free of charge for
collection only, at Westhouse, One Angel Court, London EC2R 7HJ.
ANT 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.
Rule 2.10 disclosure
In accordance with Rule 2.10 of the Code, ANT announced on 13
September 2012 and confirms that it still has in issue 24,286,367
ordinary shares of 5 pence each which are admitted to trading on
AIM. The ISIN of the ANT Shares is GB00B06BSD59.
Part II
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 30 November 2012
Recommended Cash Acquisition
by
Espial (UK) Limited ("Espial UK"), a wholly-owned subsidiary of
Espial Group Inc. ("Espial")
of
ANT plc ("ANT")
(to be implemented by way of a Scheme of Arrangement under Part
26 of the Companies Act)
1. Introduction
The boards of Espial and ANT announce that they have reached
agreement on the terms of a recommended cash acquisition to be made
by Espial UK of the entire issued and to be issued ordinary share
capital of ANT (the "Acquisition"). It is intended that the
Acquisition will be effected by way of a Court sanctioned scheme of
arrangement under Part 26 of the Companies Act.
2. The Acquisition
The Acquisition, which will be subject to the Conditions and
further terms set out in Appendix I to this announcement and to be
set out in the Scheme Document, will be made on the following
basis:
20.5p in cash for each ANT Share
The Acquisition consideration of 20.5 pence for each ANT Share
represents a premium of approximately:
o 9.3 per cent. to the closing price of 18.75 pence per ANT
Share on 29 November 2012, the Business Day immediately prior to
the date of this announcement;
o 5.7 per cent. to the average closing price of 19.39 pence per
ANT Share over the three month period ended 29 November 2012;
and
o 9.4 per cent. to the average closing price of 18.74 pence per
ANT Share over the six month period ended 29 November 2012.
If the Scheme becomes effective, it will be binding on all ANT
Shareholders irrespective of whether or not they attended or voted
in favour of the Scheme at the Court Meeting and the resolution to
be proposed at the General Meeting.
Subject to satisfaction of the Conditions, the Scheme is
expected to become effective in February 2013. The Scheme Document
setting out further details of the Scheme, the expected timetable
of the Scheme and the procedures to be followed will be despatched
to ANT Shareholders as soon as reasonably practicable.
3. Recommendation
The ANT Directors, who have been so advised by Westhouse,
consider the terms of the Acquisition to be fair and reasonable. In
providing its advice to the ANT Directors, Westhouse has taken into
account the commercial assessments of the ANT Directors.
Accordingly, the ANT Directors intend to unanimously recommend
that the ANT Shareholders vote in favour of the Scheme at the Court
Meeting and the resolution to be proposed at the General Meeting,
as those ANT Directors holding ANT Shares have irrevocably
undertaken to do in respect of their own beneficial holdings of ANT
Shares, amounting to, in aggregate, 57,600 ANT Shares, representing
approximately 0.2 per cent. of the issued share capital of ANT at
the date of this announcement. Please see paragraph 5 of this Part
II for further details of those ANT Directors' irrevocable
undertakings.
4. Background to and reasons for the recommendation
On 23 August 2012, ANT announced that while revenue for the
first half of 2012 would exceed that of the same period in 2011,
and had benefitted from an initial customer rollout, licence
bookings were significantly down on the prior year. This, coupled
with a significant engineering cost associated with a prime
contract spread across the year, meant that revenue and profit for
the year ending 31 December 2012 were expected to fall short of
market expectations (the "Trading Statement").
In its interim results announcement released on 13 September
2012, ANT announced that in the first half of the year ("H1 2012")
it had signed one licence, compared to 7 in the comparable period
in 2011 ("H1 2011"), cost of sales included a significant cost
overrun and a provision for a loss making contract and while
revenue was at a record high, being up 15 per cent. on H1 2011,
which was boosted by Cisco deploying ANT's Galio platform enabled
set-top boxes in material volumes into the North American cable TV
market, gross margin was down to 65 per cent. from 84 per cent. in
H1 2011 resulting in an increased loss before tax of GBP0.44
million (H1 2011: GBP0.28 million).
In the same announcement, ANT stated that it had positioned
itself over the preceding year as a leader in the connected TV
market, winning programmes with Freesat to support its new G2
platform and Harvard supporting its View 21 launch, both in the UK
market. However, as indicated in the Trading Statement, these
programmes had been very challenging and ANT was working through
their delivery, but it was noted that the nature of these projects
might result in material disputes with several customers, which
were yet to be quantified in resolution.
Furthermore, following recent management changes, the ANT Board
was taking steps to urgently review both the delivery of these
programmes and the longer term prospects of the company. In
addition, while ANT remained as a going concern, the ANT Board
would explore all options to maximise shareholder value, which
might involve continued trading, voluntary liquidation, the sale of
ANT or asset sales. It was noted that this meant that an offer
period had commenced in respect of the company, but that no offer
had been received for ANT and there could be no certainty that any
offer would be made nor as to the terms on which any offer would be
made.
As part of its strategic review, the ANT Board has evaluated
each of the options outlined above. It was during this process that
the ANT Board received an approach from Espial. The ANT Board has
considered whether, in light of the trading performance in H1 2012
and since 30 June 2012 and the continuing lack of new licence sales
and the declining level of gross margin, ANT could realistically
continue as an independent entity and remain as a going concern. As
explained in the interim results announcement, through efficient
working capital management rather than due to ANT's trading
performance, ANT's cash balance and other financial assets at 30
June 2012 stood at GBP4.4 million. As at 31 October 2012 ANT's cash
balance and other financial assets stood at GBP3.6 million, which
the Board expects will be reduced materially by the year end.
As part of these deliberations, and given the slowdown in new
licence sales, the ANT Board has examined the orderly wind-down of
ANT's current operations and running off the royalty stream while
continuing to service its ongoing licence and contractual
obligations. This would involve in the short term a material
reduction in staff numbers and a resultant significant cash outlay.
It would still leave the company with ongoing medium term property
costs and obligations which would impact the return to ANT
Shareholders. An alternative option, as referred to above, would be
to enter into a voluntary liquidation or asset sales, however the
ANT Board considers that these would be unlikely to result in an
improved return for shareholders.
In the interim statement, ANT highlighted challenges with major
programmes. Whilst there remains uncertainty surrounding these
programmes ANT has been actively working to resolve these. The
impact of such resolution on ANT cannot be fully determined at this
time.
The ANT Board believes that ANT's share price performance has
been affected by several factors, including ANT's inconsistent
trading performance, lack of scale and the illiquidity of the ANT
Shares. The ANT Board has evaluated the offer from Espial on behalf
of the ANT Shareholders as a whole. Given the operational issues
highlighted above, it has considered the benefits of continuing as
an independent entity and its shares remaining admitted to trading
on AIM, against the operational constraints of being a publicly
quoted company and has concluded that there are significant
associated challenges mainly due to the limited scale of the
company. The ANT Board believes that ANT with the support of Espial
will be better placed to grow while also safeguarding employees'
futures. Furthermore, the ANT Board considers that any growth in
equity value for shareholders is unlikely and at best uncertain and
that all shareholders should be given the opportunity to realise
value from their investment in cash immediately.
Accordingly, the ANT Directors intend to recommend unanimously
that ANT Shareholders vote in favour of the Scheme at the Court
Meeting and the resolution to be proposed at the General Meeting,
as those ANT Directors holding ANT Shares have irrevocably
undertaken to do in respect of their own beneficial shareholdings
of ANT Shares, amounting to, in aggregate, 57,600 ANT Shares,
representing approximately 0.2 per cent. of the issued share
capital of ANT at the date of this announcement.
5. Irrevocable undertakings
The two ANT Directors who hold ANT Shares and RBC cees Limited,
acting in its capacity as trustee (the "EBT Trustee") of the
employee benefit trust settled on 7 March 2005 (the "Employee
Benefit Trust") have irrevocably undertaken to vote in favour of
the Scheme at the Court Meeting and the resolution to be proposed
at the General Meeting in respect of their own beneficial
shareholdings of ANT Shares (or, in the case of the EBT Trustee, in
respect of 2,705,497 ANT Shares held by the trust) amounting to, in
aggregate, 2,763,097 ANT Shares representing approximately 11.4 per
cent. of ANT's issued share capital as at the date of this
announcement.
Espial UK has also received irrevocable undertakings to vote in
favour of the Scheme at the Court Meeting and the resolution to be
proposed at the General Meeting from each of Richard Farleigh,
Kestrel Partners LLP and Foresight VCT plc in respect of, in
aggregate, 9,159,890 ANT Shares, representing approximately 37.7
per cent. of the issued share capital of ANT as at the date of this
announcement.
Espial UK therefore has received irrevocable undertakings over a
total of 11,922,987 ANT Shares, representing approximately 49.1 per
cent. of the issued share capital of ANT as at the date of this
announcement.
Further details of these irrevocable undertakings are set out in
Appendix III to this announcement.
6. Background to and reasons for the Acquisition
The Espial Directors believe that consumer electronics
manufacturers and service providers are looking for clear leaders
that they can partner with to deliver their next-generation TV and
video solutions. Espial values ANT's engineering team's experience
in client technology and applications for set-top boxes, smart TV,
tablets and smart phones. Espial believes that it will gain further
scale and benefit from ANT's added resources, technology and
customers.
7. Information relating to Espial
Espial is a leading provider of TV Browser and TV Everywhere
software solutions to consumer electronics manufacturers and
telecommunications service providers.
The Espial TV Browser product allows Smart TV manufacturers to
provide a full web experience on their TVs, set-top boxes, digital
media adapters and other devices. TV manufacturers are projected to
ship increasing numbers of web-enabled TVs over the next several
years. Espial's TV Browser is currently being shipped with Sharp,
Toshiba and Hitachi TVs.
The Espial Media Service Platform and Espial MediaBase Platform
enable the delivery of TV Everywhere and IPTV services over
Internet Protocol broadband networks. Its products allow
communications service providers, including telecommunications
operators, cable TV, satellite TV and Internet service providers
(ISPs) to deploy TV Everywhere and IPTV services to their
subscribers.
Espial is headquartered in Ottawa, Canada, and maintains a
development office in the United States and virtual sales offices
in the United States, the United Kingdom, Germany, France, Japan,
Sweden and China. Its shares are listed on the Toronto Stock
Exchange and it has a current market capitalisation of
approximately CAD$13.9 million.
8. Information relating to Espial UK
Espial UK is a direct wholly-owned subsidiary of Espial and was
incorporated for the purpose of making the Acquisition. Espial UK
is registered in England and Wales (company registration number
8301254).
9. Information relating to ANT
ANT plc is a public limited company incorporated in England and
Wales (company registration number 5372859), and headquartered in
Cambridge, England. The ANT Shares are publicly traded on AIM.
ANT's loss before tax for the year ended 31 December 2011 was
(GBP340,184). For the six months ended 30 June 2012 ANT made a loss
after tax of GBP487,447.
10. Management and employees
Espial confirms that, following implementation of the
Acquisition, the existing contractual and statutory employment
rights, including pension rights, of all ANT Group employees will
be fully safeguarded.
11. Financing arrangements
The cash consideration payable by Espial UK under the terms of
the Acquisition will be financed from Espial's existing cash
resources.
Allenby, which is advising Espial and Espial UK in relation to
the cash confirmation pursuant to Rules 2.7(d) and 24.8 of the
Code, is satisfied that resources are available to Espial UK
sufficient to satisfy in full the cash consideration payable to ANT
Shareholders under the terms of the Acquisition.
12. Confidentiality/Standstill Agreement and Co-operation Agreement
(a) On 20 September 2012, Espial and ANT entered into a
confidentiality and standstill agreement in a customary form,
pursuant to which Espial, inter alia:
(i) has undertaken, subject to certain exceptions, to keep
confidential information relating to ANT and not disclose it to
third parties; and
(ii) has agreed that it will not, either while negotiations for
a potential transaction are taking place or during the 12 months
after the date on which discussions about such potential
transaction terminate, solicit ANT's employees, acquire ANT Shares
or make any offer to acquire ANT (or announce any intention to do
so), without the prior written consent of the ANT Board.
The confidentiality obligations referred to above will remain in
force up to completion of the Acquisition or for a period of five
years from the date of the confidentiality and standstill agreement
if the Acquisition does not complete. The confidentiality and
standstill agreement is disclosed as referred to in paragraph 18
below.
(b) On 30 November 2012, Espial, Espial UK and ANT entered into
a co-operation agreement that sets out certain mutual commitments
to regulate the basis on which Espial UK and ANT are willing to
implement the Acquisition, including co-operation in relation to
(i) the preparation and finalisation of the Scheme Document, (ii)
the obtaining of any and all consents, clearances, permissions and
waivers as may be necessary; (iii) consultations with and
submissions to, the Panel, as may be necessary; and (iv) and the
making of all filings as may be necessary, from or under the law,
regulations or practices applied by any applicable regulatory
authority in connection with the Acquisition. The co-operation
agreement is disclosed as referred to in paragraph 18 below.
13. ANT Share Schemes
Espial UK does not propose to make any offer or proposal to
participants in the ANT Share Schemes because the see-through value
of all ANT Options is negative.
14. Disclosure of interests in ANT Shares
At the close of business on 29 November 2012, being the last
practicable date prior to the publication of this announcement,
save for the irrevocable undertakings referred to in paragraph 5
above, none of Espial, the Espial Directors or Espial UK nor, so
far as the Espial Directors are aware, any person acting or deemed
to be acting in concert with Espial UK held any interests in ANT
Shares.
Espial UK confirms that it will make an Opening Position
Disclosure on the date of this announcement, setting out the
details required to be disclosed by it under Rule 8.1(a) of the
Code.
15. Structure of the Acquisition
It is intended that the Acquisition will be effected by means of
a scheme of arrangement between ANT and ANT Shareholders under Part
26 of the Companies Act. As described in more detail in paragraph
19 below, Espial UK reserves the right to elect to implement the
acquisition of ANT, subject to the prior consent of the Panel, by
way of a takeover offer within the meaning of Part 28 of the
Companies Act.
The purpose of the Scheme is to provide for Espial UK to become
the holder of the entire issued and to be issued ordinary share
capital of ANT. This is to be achieved by the cancellation of the
ANT Shares and the application of the reserve arising from such
cancellation in paying up in full a number of new ANT Shares (which
is equal to the number of ANT Shares cancelled), and issuing the
same to Espial UK, in consideration for which the ANT Shareholders
will receive cash consideration on the basis set out in paragraph 2
of this announcement.
To become effective, the Scheme must be approved by a majority
in number of those ANT Shareholders entitled to vote and present
and voting at the Court Meeting (either in person or by proxy) and
representing at least 75 per cent. in value of the ANT Shares
voted, and the passing, by the requisite majority, of the
resolution proposed at the General Meeting necessary to implement
the Scheme and approve the related Capital Reduction.
The Scheme is also subject to the Conditions and further terms
set out in Appendix I to this announcement and to be set out in the
Scheme Document. Once the necessary approvals from ANT Shareholders
have been obtained and the other Conditions have been satisfied or
(where applicable) waived, the Scheme must be approved by the
Court. The Scheme will then become effective upon delivery of the
Court Order(s) and requisite statement of capital as approved by
the Court to the Registrar of Companies.
Subject to satisfaction of the Conditions, the Scheme is
expected to become effective in February 2013.
The Acquisition will lapse if the Scheme does not become
effective by 27 February 2013 (or such later date as Espial UK and
ANT may, with the consent of the Panel (if required), agree and the
Court may allow), provided however that such deadline for the
effectiveness of the Scheme may be waived by Espial UK.
Further details of the Scheme, including an indicative timetable
for its implementation, will be set out in the Scheme Document,
together with notices of the Court Meeting and the General Meeting
and the accompanying Forms of Proxy, which are expected to be
despatched to ANT Shareholders as soon as reasonably practicable
and in any event within 28 days of the date of this
announcement.
16. Delisting and re-registration
Prior to the Scheme becoming effective, ANT will make an
application for the cancellation of the admission to trading of the
ANT Shares on AIM.
Accordingly, if the Scheme is approved by ANT Shareholders and
sanctioned by the Court, the last day of dealings in ANT Shares on
AIM is expected to be the Business Day immediately prior to the
Effective Date and no transfers will be registered after 6.00 p.m.
on that date.
On the Effective Date, share certificates in respect of ANT
Shares will cease to be valid and entitlements to ANT Shares held
within the CREST system will be cancelled.
It is also intended that, pursuant to the Scheme, ANT will be
re-registered as a private company under the relevant provisions of
the Companies Act.
17. Documentation
It is expected that the Scheme Document will be sent to ANT
Shareholders (other than ANT Shareholders in Restricted
Jurisdictions) as soon as reasonably practicable and in any event
within 28 days of the date of this announcement. ANT Shareholders
(other than ANT Shareholders in Restricted Jurisdictions) who hold
their ANT Shares in certificated form will be sent Forms of Proxy
together with the Scheme Document. The Scheme Document and the
accompanying Forms of Proxy will be available to all ANT
Shareholders (other than ANT Shareholders in Restricted
Jurisdictions) at no charge to them on Espial's website at
www.espial.com and at ANT's website at www.antplc.com. ANT
Shareholders are urged to read the Scheme Document and, where
received, the accompanying Forms of Proxy when they are sent to
them because they will contain important information.
18. Display documents
Copies of the following documents will be available on the
websites of Espial and ANT at, respectively, www.espial.com and
www.antplc.com from 12 noon on 3 December 2012 (being the Business
Day following the date of this announcement) until the earlier of
the Acquisition having completed or having lapsed or been
withdrawn:
-- the irrevocable undertakings referred to in paragraph 5 above
and summarised in Appendix III to this announcement;
-- the confidentiality and standstill agreement referred to in paragraph 12 above; and
-- the co-operation agreement referred to in paragraph 12 above.
19. General
This announcement does not constitute an offer or an invitation
to purchase any securities.
The Acquisition will comply with the applicable rules and
regulations of the London Stock Exchange, the Code and the AIM
Rules for Companies, will be governed by English law and will be
subject to the exclusive jurisdiction of the English courts. In
addition, it will be on the terms and subject to the conditions set
out in this announcement and in the Scheme Document.
Espial UK reserves the right to elect to implement the
acquisition of the ANT Shares by way of a takeover offer under Part
28 of the Companies Act as an alternative to the Scheme. In such
event, the acquisition will be implemented on substantially the
same terms as those which would apply to the Scheme (subject to
appropriate amendments, including an acceptance condition set at 90
per cent. of the shares to which such offer relates or such lesser
percentage, being more than 50 per cent., as Espial UK may
decide).
The ANT Directors accept responsibility for the information
contained in this announcement relating to the ANT Group,
themselves and their immediate families, related trusts and
connected persons. The Espial Directors accept responsibility for
all of the other information contained in this announcement. To the
best of the knowledge and belief of the Espial Directors and the
ANT Directors (who have taken all reasonable care to ensure that
such is the case) the information contained in this announcement
for which they are respectively responsible is in accordance with
the facts and does not omit anything likely to affect the import of
such information.
The Conditions and certain further terms of the Acquisition are
set out in Appendix I to this announcement. Appendix II sets out
the sources and bases of certain financial and other information
contained in this announcement. Appendix III contains details of
the irrevocable undertakings given to Espial UK. Appendix IV
contains the definitions of certain terms used in this
announcement.
Westhouse has given and has not withdrawn its written consent to
the issue of this announcement with the inclusion herein of the
references to its name in the form and context in which they
appear.
Allenby has given and has not withdrawn its written consent to
the issue of this announcement
with the inclusion herein of the references to its name in the
form and context in which they appear.
Enquiries: Espial Tel: +1 613 230
4770
------------------------------------------------ -----------------------
Jaison Dolvane, Chief Executive Officer
Carl Smith, Chief Financial Officer
-------------------------------------------------------------------------
ANT plc Tel: +44 1223 716400
-------------------------------------------------- ---------------------
Royston Hoggarth, Non-Executive Chairman
-------------------------------------------------------------------------
Westhouse (financial adviser, nominated adviser Tel: +44 20 7601
and broker to ANT plc) 6100
-------------------------------------------------- ---------------------
Tom Griffiths
-------------------------------------------------------------------------
Paul Gillam
-------------------------------------------------------------------------
Newgate Threadneedle (public relations adviser Tel: +44 20 7653
to ANT plc) 9850
-------------------------------------------------- ---------------------
Caroline Evans-Jones
-------------------------------------------------------------------------
Fiona Conroy
-------------------------------------------------------------------------
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, any offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities
or the solicitation of any vote or approval in any jurisdiction
pursuant to the Acquisition or otherwise.
This announcement does not constitute a prospectus or prospectus
equivalent document. The Acquisition will be made solely on the
basis of information contained or referred to in, or the procedures
set out in, the Scheme Document and the accompanying Forms of Proxy
(which will together contain the full terms and conditions of the
Acquisition). ANT Shareholders are advised to read the formal
documentation in relation to the Acquisition carefully once it has
been despatched.
Please be aware that addresses, electronic addresses and certain
other information provided by ANT Shareholders, persons with
information rights and other relevant persons in connection with
the receipt of communications from ANT may be provided to Espial
and Espial UK during the Offer Period as required under Section 4
of Appendix 4 of the Code.
Allenby, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for
Espial and Espial UK and no-one else in connection with the
Acquisition and will not be responsible to anyone other than Espial
and Espial UK for providing the protections afforded to clients of
Allenby nor for providing advice in relation to the Acquisition or
any other matters referred to herein.
Westhouse, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
for ANT and no-one else in connection with the Acquisition and will
not be responsible to anyone other than ANT for providing the
protections afforded to clients of Westhouse nor for providing
advice in relation to the Acquisition or any other matters referred
to herein.
Overseas jurisdictions
The availability of the Acquisition in, and the release,
publication or distribution of this announcement in or into,
jurisdictions other than the United Kingdom may be restricted by
law. In particular, as described in Appendix I, the Acquisition
will not be made directly or indirectly into any Restricted
Jurisdiction. Therefore, persons into whose possession this
announcement comes who are not resident in the United Kingdom or
who are subject to the laws of other jurisdictions should inform
themselves about, and observe, any applicable restrictions. ANT
Shareholders who are in any doubt regarding such matters should
consult an appropriate independent adviser in the relevant
jurisdiction without delay. Any failure to comply with such
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
The Acquisition relates to shares of a company incorporated in
the United Kingdom and is proposed to be effected by means of a
scheme of arrangement under the laws of England and Wales. Neither
the proxy solicitation rules nor (unless implemented by means of a
Takeover Offer) the tender offer rules under the US Securities
Exchange Act of 1934, as amended, will apply to the Acquisition.
Accordingly, the Acquisition is subject to the disclosure
requirements, rules and practices applicable in the United Kingdom
to schemes of arrangement, which differ from the requirements of US
proxy solicitation and tender offer rules.
Unless otherwise determined by Espial UK or required by the
Code, and permitted by applicable law and regulation, the
Acquisition will 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 Acquisition by any such use, means, instrumentality or form
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.
Any person (including, without limitation, as custodian, nominee
or trustee) who would or otherwise intends to, or who may have a
contractual or legal obligation to forward this announcement and /
or the Scheme Document and / or any other related document to any
jurisdiction outside of the United Kingdom should inform themselves
of, and observe, any applicable legal or regulatory requirements of
their jurisdiction before taking any action.
This announcement has been prepared for the purposes 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 any jurisdiction outside the United Kingdom.
Disclosure requirements
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 paper 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 paper
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 paper 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 p.m. (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th Business Day following the
announcement in which any paper offeror is first identified.
Relevant persons who deal in the relevant securities of an offeree
company or of a paper 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 an
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper 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
paper 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 p.m. (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 paper
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 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.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
Forward-looking statements
This announcement contains statements that are or may be
forward-looking statements. Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
ANT and Espial about future events, and are therefore subject to
risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the
forward-looking statements. The forward-looking statements
contained in this announcement include statements relating to the
expected effects of the Acquisition on ANT and Espial, the expected
timing and scope of the Acquisition and other statements other than
historical facts. All statements 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",
"should", "could", "would", "may", "anticipates", "estimates",
"synergy", "cost-saving", "projects", "goal", "strategy", "budget",
"forecast" or "might" or, words or terms of similar substance or
the negative thereof, are forward-looking statements.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, losses and future prospects; (ii) business and
management strategies and the expansion and growth of ANT or
Espial's operations and potential synergies resulting from the
Acquisition; (iii) the effects of government regulation on Espial's
or ANT's business.
These forward-looking statements are not guarantees of future
financial performance. Except as expressly provided in this
announcement, they have not been reviewed by the auditors of ANT or
Espial or their respective financial advisers. Such forward-looking
statements involve known and unknown risks and uncertainties that
could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any
forward-looking statements. These factors include the satisfaction
of the Conditions, as well as additional factors, such as:
fluctuations in the capital markets; fluctuations in interest and
exchange rates; increased regulation or regulatory scrutiny; the
occurrence of unforeseen disasters or catastrophes; political or
economic instability in principal markets; adverse outcomes in
litigation; and general, local and global economic, political,
business and market conditions. Other unknown or unpredictable
factors could cause actual results to differ materially from those
in the forward-looking statements. Such forward-looking statements
should therefore be construed in the light of such factors. Neither
ANT, Espial nor Espial UK, nor any of their respective associates
or directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this announcement
will actually occur. 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. All subsequent
oral or written forward-looking statements attributable to ANT,
Espial or Espial UK or any of their respective members, directors,
officers or employees or any persons acting on their behalf are
expressly qualified in their entirety by the cautionary statement
above. ANT, Espial and Espial UK disclaim any obligation to update
or revise any forward-looking or other statements contained herein
other than in accordance with their legal and regulatory
obligations.
Nothing in this announcement shall be effective to limit or
exclude any liability which, by law or regulation, cannot be so
limited or excluded.
Publication of this announcement on Espial's and ANT
websites
A copy of this announcement will be available, subject to
certain restrictions relating to persons resident in any Restricted
Jurisdictions, on www.espial.com and www.antplc.com by no later
than 12:00 noon (London time) on 3 December 2012 (being the
Business Day following the date of this announcement) in accordance
with Rule 30.4 of the Code.
The contents of Espial's website and ANT's website are not
incorporated into and do not form part of this announcement.
You will not be sent a hard copy of this announcement unless you
request one. You may request a hard copy of this announcement, free
of charge, by contacting Westhouse, One Angel Court, London EC2R
7HJ. ANT 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.
Rule 2.10 disclosure
In accordance with Rule 2.10 of the Code, ANT announced on 13
September 2012 and confirms that it still has in issue 24,286,367
ordinary shares of 5 pence each which are admitted to trading on
AIM. The ISIN of the ANT Shares is GB00B06BSD59.
APPENDIX I
PART A
The Acquisition is conditional upon the Scheme becoming
unconditional and effective by not later than 27 February 2013, or
such later date (if any) as Espial UK and ANT may, with the consent
of the Panel (if required), agree and the Court may allow.
Conditions of the Acquisition
1. The Scheme will be conditional upon:
(a) its approval by a majority in number representing 75% or
more in value of ANT Shareholders (or any relevant class or classes
thereof) who are on the register of members of ANT at the Scheme
Voting Record Time and who are present and vote, either in person
or by proxy, at the Court Meeting and at any separate class meeting
which may be required (or at any adjournment of such meeting);
(b) the resolution required to implement the Scheme and approve
the related Capital Reduction as set out in the notice of the
General Meeting being duly passed by the requisite majority of ANT
Shareholders at the General Meeting (or at any adjournment of such
meeting);
(c) the sanction (with or without modification, any such
modification being on terms reasonably acceptable to ANT and Espial
UK) of the Scheme and the confirmation of the Capital Reduction by
the Court being obtained; and
(d) the delivery of copies of the Court Order(s) and the
requisite statement of capital attached thereto to the Registrar of
Companies and, if so ordered by the Court, the registration of the
Court Order effecting the Capital Reduction and such statement of
capital by the Registrar of Companies.
2. The Scheme will also be conditional upon:
(a) no indication having been made by the Office of Fair Trading
that the proposed acquisition of ANT by Espial UK or any matter
arising therefrom will be referred to the Competition
Commission;
(b) except as Disclosed, no Relevant Authority having decided to
take, instituted, implemented or threatened any action,
proceedings, suit, investigation, enquiry or reference, or made,
proposed or enacted any statute, regulation, order or decision or
taken any other steps and there not continuing to be outstanding
any statute, regulation, order or decision, which would reasonably
be expected to (in each case to an extent which is material and
adverse in the context of the Wider ANT Group or the Wider Espial
Group (as the case may be) taken as a whole):
(i) make the Acquisition or the acquisition of any ANT Shares,
or control of ANT, by Espial UK void, illegal or unenforceable or
otherwise, directly or indirectly, restrict, restrain, prohibit,
delay or otherwise materially interfere with the implementation
thereof in any material respect, or impose material additional
conditions or obligations with respect thereto, or require material
amendment thereof or otherwise challenge or interfere therewith in
any material respect;
(ii) require or prevent the divestiture by any member of the
Wider ANT Group or by any member of the Wider Espial Group of all
or any material portion of their respective businesses, assets or
property or impose any limitation on the ability of any of them to
conduct their respective businesses or own any of their assets or
property in each case to an extent which is material in the context
of the Wider ANT Group taken as a whole or, as the case may be, the
Wider Espial Group taken as a whole;
(iii) impose any material limitation on or result in a material
delay in the ability of any member of the Espial Group to acquire
or to hold or to exercise effectively any rights of ownership of
shares or loans or securities convertible into shares in ANT or on
the ability of any member of the Wider ANT Group or any member of
the Wider Espial Group directly or indirectly to hold or exercise
effectively all or any rights of ownership in respect of shares or
other securities in or to exercise management control over any
member of the Wider ANT Group or of the Wider Espial Group in each
case to an extent which is material in the context of the Wider ANT
Group taken as a whole or, as the case may be, the Wider Espial
Group taken as a whole;
(iv) other than pursuant to the implementation of the
Acquisition, require any member of the Wider ANT Group or the Wider
Espial Group to acquire or offer to acquire any shares or other
securities in any member of the Wider ANT Group or any asset owned
by any third party which is material in the context of the Wider
ANT Group taken as a whole or the Wider Espial Group taken as a
whole; or
(v) otherwise adversely affect the assets, business, profits or
prospects of any member of the Wider ANT Group or of any member of
the Wider Espial Group in each case to an extent which is material
in the context of the ANT Group taken as a whole or, as the case
may be, the Wider Espial Group taken as a whole;
and all applicable waiting and other time periods during which
any such Relevant Authority could decide to take, institute,
implement or threaten any such action, proceeding, suit,
investigation, enquiry or reference having expired, lapsed or been
terminated;
(c) other than in respect of Condition 2(a), all notifications
and filings which are necessary having been made, all necessary
waiting periods (including any extensions thereof) under any
applicable legislation or regulations of any jurisdiction having
expired, lapsed or been terminated, in each case in respect of the
Acquisition and the acquisition of any ANT Shares, or of control of
ANT, by Espial UK, and all Authorisations necessary in any
jurisdiction for, or in respect of, the Acquisition and the
proposed acquisition of any ANT Shares, or of control of ANT, by
Espial UK having been obtained, in terms and in a form satisfactory
to Espial UK (acting reasonably), from all appropriate Relevant
Authorities and from any persons or bodies with whom any member of
the Wider ANT Group has entered into contractual arrangements, in
each case where the absence of such Authorisation would have a
material adverse effect on the Wider ANT Group taken as a whole,
and all Authorisations necessary to carry on the business of any
member of the Wider ANT Group remaining in full force and effect at
the time at which the Scheme becomes effective and there being no
notice of an intention to revoke, suspend or modify or not to renew
any such Authorisation;
(d) except as Disclosed, there being no provision of any
arrangement, agreement, licence, permit or other instrument to
which any member of the Wider ANT Group is a party or by or to
which any such member or any of their assets is bound, entitled or
subject to and which, in consequence of the Acquisition or the
acquisition or proposed acquisition of any ANT Shares, or of
control of ANT, by Espial UK, would, to an extent which is material
and adverse in the context of the Wider ANT Group taken as a whole,
result in:
(i) any monies borrowed by, or other indebtedness actual or
contingent of any member of the Wider ANT Group being or becoming
repayable or being capable of being declared immediately or prior
to its or their stated maturity or the ability of any such member
to borrow monies or incur any indebtedness being inhibited or
becoming capable of being withdrawn;
(ii) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any part of the business,
property or assets of any member of the Wider ANT Group or any such
security (whenever arising or having arisen) being enforced or
becoming enforceable;
(iii) any such arrangement, agreement, licence or instrument
being terminated or adversely modified or any action being taken of
an adverse nature or any obligation or liability arising
thereunder;
(iv) any assets of any member of the Wider ANT Group being
disposed of or charged, or right arising under which any such asset
could be required to be disposed of or charged, other than in the
ordinary course of business;
(v) the interest or business of any member of the Wider ANT
Group in or with any firm or body or person, or any agreements or
arrangements relating to such interest or business, being
terminated or materially adversely modified or affected;
(vi) any member of the Wider ANT Group ceasing to be able to
carry on business under any name under which it presently does
so;
(vii) the creation of any material liabilities (actual or
contingent) by any member of the Wider ANT Group otherwise than in
the ordinary course of business;
(viii) any liability of any member of the Wider ANT Group to
make any severance, termination, bonus or other payment to any of
its directors or officers;
(ix) the value, financial or trading position of any member of
the Wider ANT Group being materially prejudiced or adversely
affected;
and no event having occurred which, under any provision of any
arrangement, agreement, licence or other instrument to which any
member of the Wider ANT Group is a party, or to which any such
member or any of its assets is bound, entitled or subject to, would
or might reasonably be expected to result in any of the events or
circumstances as are referred to in paragraphs (i) to (ix) of this
condition (e) in each case to an extent which is material in the
context of the Wider ANT Group taken as a whole;
(e) except as Disclosed, no member of the Wider ANT Group having
since 31 December 2011 (in each case to an extent which is material
and adverse in the context of the Wider ANT Group taken as a
whole):
(i) issued, agreed to issue or proposed the issue of additional
shares or securities of any class, or securities convertible into,
or exchangeable for any such shares or securities (save for the
issue of ANT Shares upon exercise of options granted under the ANT
Share Schemes) or redeemed, purchased or reduced any part of its
share capital;
(ii) sold, transferred, or agreed to sell or transfer, any treasury shares;
(iii) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend or other
distribution other than to ANT or a subsidiary of ANT;
(iv) save for transactions solely between the Wider ANT Group
and its wholly-owned subsidiaries and other than pursuant to the
Acquisition, agreed, authorised, proposed or announced its
intention to propose any merger, demerger, reconstruction,
amalgamation or arrangement or acquisition or disposal of assets or
shares (other than in the ordinary course of trading) or any
material change in its share or loan capital;
(v) save for transactions solely between ANT and its
wholly-owned subsidiaries, issued, authorised or proposed the issue
of any debentures or incurred any indebtedness or contingent
liability in each case which is material in the context of the
Wider ANT Group taken as a whole;
(vi) acquired or disposed of or transferred, mortgaged or
encumbered any asset or any right, title or interest in any asset
(other than in the ordinary course of business) and in each case
which is material in the context of the Wider ANT Group taken as a
whole;
(vii) entered into or varied or announced its intention to enter
into or vary any contract, arrangement or commitment (whether in
respect of capital expenditure or otherwise) which is of a
long-term (which shall mean for a fixed term in excess of 12 months
and/or not terminable by the giving of 12 months' notice or less)
or onerous nature or involves or could involve an obligation of an
onerous nature or magnitude, and in each case which is material in
the context of the Wider ANT Group taken as a whole;
(viii) save as envisaged in connection with the Scheme, made any
amendment to its articles of association or other constitutional
documents;
(ix) entered into any licence or other disposal of intellectual
property rights of any member of the Wider ANT Group which is
material in the context of the Wider ANT Group taken as a
whole;
(x) taken any action nor having had any steps taken or legal
proceedings started or threatened against it for its winding-up or
dissolution or for it to enter into any arrangement or composition
for the benefit of its creditors, or for the appointment of a
receiver, administrator, trustee or similar officer if it or of all
or a material part of its assets (or any analogous proceedings or
appointment in any overseas jurisdiction);
(xi) been unable, or admitted in writing that it is unable, to
pay its debts or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its business;
(xii) entered into or varied or made any offer to enter into or
vary the terms of any service agreement or arrangement with any of
the ANT Directors;
(xiii) proposed, agreed to provide or modified the terms of any
share option scheme, incentive agreement, or other benefit relating
to employment or termination of employment of any employee of the
Wider ANT Group;
(xiv) waived, compromised or settled any claim which is material
in the context of the Wider ANT Group taken as a whole; or
(xv) entered into or made an offer (which remains open for
acceptance) to enter into any agreement, arrangement or commitment
or passed any resolution with respect to any of the transactions or
events referred to in this condition (e);
(f) except as Disclosed, since 31 December 2011 there having been:
(i) no adverse change, and no circumstances having arisen which
might reasonably be expected to result in any adverse change, in
the business, assets, financial or trading position or profits of
any member of the Wider ANT Group in each case to an extent which
is material in the context of the Wider ANT Group taken as a whole
or in the context of the Acquisition;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings having been instituted, announced or
threatened in writing by or against or in respect of any member of
the Wider ANT Group in each case to an extent which is material and
adverse in the context of the Wider ANT Group taken as a whole or
in the context of the Acquisition;
(iii) no enquiry or investigation by or complaint or reference
to any Relevant Authority against or in respect of any member of
the Wider ANT Group having been threatened, announced or instituted
or remaining outstanding in each case to an extent which is
material and adverse in the context of the Wider ANT Group taken as
a whole or in the context of the Acquisition;
(iv) no steps having been taken and no omissions having been
made which would or might reasonably be expected to result in the
withdrawal, cancellation, termination or adverse modification of
any licence held by any member of the Wider ANT Group which is
necessary for the proper carrying on of its business where the
withdrawal, cancellation, termination or modification of which
might reasonably be expected to have a material adverse effect on
the Wider ANT Group taken as a whole or in the context of the
Acquisition; and
(v) no contingent or other liability having arisen or been
incurred otherwise than in the ordinary course of business which
might reasonably be expected to have a material adverse effect on
the Wider ANT Group taken as a whole or in the context of the
Acquisition;
(g) save as Disclosed, Espial UK not having discovered, in each
case to an extent which is material and adverse in the context of
the Wider ANT Group taken as a whole, that:
(i) the financial, business or other information concerning the
Wider ANT Group which has been disclosed at any time by or on
behalf of any member of the ANT Group whether publicly or to any
member of the Wider Espial Group or its professional advisers,
either contains a material misrepresentation of fact or omits to
state a fact necessary to make the information contained therein
not misleading in any material respect; or
(ii) any member of the ANT Group is otherwise than in the
ordinary course of its business subject to any liability,
contingent or otherwise;
(iii) any past or present member of the Wider ANT Group has not
complied in any material respect with any applicable legislation or
regulations of any relevant jurisdiction or any notice or
requirement of any Relevant Authority with regard to the storage,
disposal, discharge, spillage, leak or emission of any waste or
hazardous substance or any substance likely to impair the
environment or harm human health which non-compliance would be
reasonably likely to give rise to any liability (whether actual or
contingent) on the part of any member of the Wider ANT Group;
(iv) there has been a disposal, spillage, emission, discharge or
leak of waste or hazardous substance or any substance likely to
impair the environment or harm human health on, or from, any land
or other asset now or previously owned, occupied or made use of by
any past or present member of the Wider ANT Group, or in which any
such member may now or previously have had an interest, which would
be likely to give rise to any liability (whether actual or
contingent) on the part of any member of the Wider ANT Group;
(v) there is or is reasonably likely to be any obligation or
liability (whether actual or contingent) to make good, repair,
reinstate or clean up any property now or previously owned,
occupied or made use of by any past or present member of the Wider
ANT Group or in which any such member may now or previously have
had an interest under any environmental legislation or regulation
or notice, circular or order of any Relevant Authority in any
jurisdiction or to contribute to the cost thereof or associated
therewith or to indemnify any person in relation thereto;
(vi) circumstances exist (whether as a result of the Acquisition
or otherwise) which would be reasonably likely to lead to any
Relevant Authority instituting, or whereby any member of the Wider
Espial Group or the Wider ANT Group would be likely to be required
to institute, an environmental audit or take any other steps which
would in any such case be reasonably likely to result in any
material liability (whether actual or contingent) to improve or
modify existing or install new plant, machinery or equipment or
carry out significant changes in the processes currently carried
out or make good, remediate, repair, re-instate, decommission or
clean up any land or other asset currently or previously owned,
occupied, operated or made use of or controlled by any past or
present member of the Wider ANT Group (or on its behalf) or by any
person for which a member of the Wider ANT Group is or has been
responsible, or in which any such member may have or previously
have had an interest to an extent;
(h) save as Disclosed, Espial UK not having discovered that:
(i) any member of the Wider ANT Group is or has at any time
engaged in any activity, practice or conduct which would constitute
an offence under the Bribery Act 2010; or
(ii) any asset of any member of the Wider ANT Group constitutes
criminal property as defined in section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that
definition).
PART B
Certain further terms of the Acquisition
(a) To the extent permitted by law and subject to the
requirements of the Panel, Espial UK reserves the right in its sole
discretion to waive, in whole or in part, all or any of Conditions
in Part A above except for Condition 1.
(b) Subject to the requirements of the Panel, Espial UK reserves
the right in its sole discretion to waive the deadline for the
Scheme becoming effective. If any such deadline is not met, Espial
UK will make an announcement as soon as practicable and in any
event by 8.00 a.m. on the Business Day following the date
originally specified in Part A above.
(c) Espial UK shall be under no obligation to waive (if capable
of waiver), to determine to be or remain satisfied or to treat as
fulfilled any of the Conditions 2(a) to 2(h) in Part A above by a
date earlier than the latest date for the fulfilment of that
condition notwithstanding that the other conditions of the
Acquisition may at such earlier date have been waived or fulfilled
and that there are at such earlier date no circumstances indicating
that any of such conditions may not be capable of fulfilment.
(d) If Espial UK is required by the Panel to make an offer for
ANT Shares under the provisions of Rule 9 of the Code, Espial UK
may make such alterations to the above conditions as are necessary
to comply with the provisions of that Rule.
(e) If a dividend and/or a distribution and/or a return of
capital is proposed, declared, made, paid or becomes payable by ANT
in respect of an ANT Share on or after the date of this
announcement and prior to the Effective Date, Espial UK reserves
the right to reduce the value of the consideration payable for each
ANT Share under the Acquisition in respect of any ANT Share by up
to the amount of the dividend and/or distribution and/or return of
capital.
(f) Espial UK reserves the right, with the consent of the Panel,
to elect to implement the Acquisition by way of a takeover offer
under Part 28 of the Companies Act. In such event, the Acquisition
will be implemented on the same terms (subject to appropriate
amendments as may be required by law or regulation), so far as
applicable, as those which would apply to the Scheme. In
particular, Condition 1 will not apply and any such offer will
include an acceptance condition at 90% (or such lesser percentage,
being more than 50%, as Espial UK may decide) of the ANT shares to
which the offer relates.
(g) Except with the consent of the Panel, the Acquisition will
lapse and the Scheme will not proceed if it is referred to the
Competition Commission on or before the date on which the Court
Meeting is to be held.
(h) Under Rule 13.5 of the Code, Espial UK may not invoke any of
the Conditions in paragraph 2 of Part A (other than Condition 2(a))
so as to cause the Acquisition not to proceed, to lapse or to be
withdrawn unless the circumstances that give rise to the right to
invoke the relevant Condition(s) are of material significance to
Espial UK in the context of the Acquisition. Conditions 1 and 2(a)
in Part A above and, if applicable, the acceptance condition
referred to in paragraph (f) of this Part B are not subject to the
provisions of Rule 13.5 of the Code.
(i) The availability of the Acquisition to persons not resident
in the United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
(j) The Acquisition will be governed by English law and be
subject to the jurisdiction of the English Courts. The Acquisition
will comply with the applicable rules and regulations of the
Financial Services Authority, the London Stock Exchange, the Code
and the AIM Rules for Companies.
(k) The Acquisition will not be made, directly or indirectly,
in, into or from, or by use of the mails of, or by any means or
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or of any
facilities of a national, state or other securities exchange of,
any Restricted Jurisdiction and the Acquisition will not be capable
of acceptance by any such use, means, instrumentality or facility
or from within any Restricted Jurisdiction.
(l) The Acquisition will be on and subject to the terms and the
Conditions set out in this Appendix I, those terms which will be
set out in the Scheme Document and such further terms as may be
required to comply with the Code and other applicable law and
regulation. Each condition shall be regarded as a separate
condition and shall not be limited by reference to any other
condition. This announcement does not constitute an offer or
invitation to purchase ANT Shares or any other securities.
APPENDIX II
SOURCES AND BASES
In this announcement:
1. Unless otherwise stated:
(a) financial information relating to the ANT Group has been
extracted or derived (without any adjustment) from the ANT audited
annual report and accounts for the year ended 31 December 2011 or
the unaudited interim results for the six month period ended 30
June 2012; and
(b) the value of the Acquisition based on the Acquisition price
of 20.5 pence per ANT Share is calculated on the basis of the
number of ANT Shares in issue referred to in paragraph 2 below.
2. As at the close of business on 29 November 2012 (being the
last Business Day prior to the Announcement Date), ANT had in issue
24,286,367 ANT Shares. The ISIN Number for ANT Shares is
GB00B06BSD59.
3. Unless otherwise stated, all prices and closing prices for
ANT Shares are closing quotations of an ANT Share at the close of
business on a particular trading day as derived from the Daily
Official List of the London Stock Exchange published for that
day.
4. The premium calculations to the price per ANT Share have been
calculated by reference to:
(a) a price of 18.75 pence per ANT Share being the closing price
on 29 November 2012, the Business Day immediately prior to the
Announcement Date;
(b) the average closing price per ANT Share of 19.39 pence over
the three month period ended 29 November 2012, the Business Day
immediately prior to the Announcement Date in each case as provided
by Bloomberg; and
(c) the average closing price per ANT Share of 18.74 pence over
the six month period ended 29 November 2012, the Business Day
immediately prior to the Announcement Date in each case as provided
by Bloomberg.
APPENDIX III
IRREVOCABLE UNDERTAKINGS
Part A - ANT Directors and Employee Benefit Trust
The following ANT Directors and the EBT Trustee have given
irrevocable undertakings to vote in favour of the Scheme at the
Court Meeting and the resolution to be proposed at the General
Meeting in respect of their own beneficial holdings of issued and
to be issued ANT Shares (or in the case of the EBT Trustee in
respect of 2,705,497 ANT Shares held by the Employee Benefit Trust)
as follows:
Name of Holder Number of ANT Percentage of ANT issued share
Shares capital
----------------- -------------- -------------------------------
Tudor Brown* 28,800 0.12
----------------- -------------- -------------------------------
David Kynaston* 28,800 0.12
----------------- -------------- -------------------------------
EBT Trustee 2,705,497 11.14
----------------- -------------- -------------------------------
Total 2,736,097 11.38
----------------- -------------- -------------------------------
* a director of ANT plc
These irrevocable undertakings will only cease to be binding if
(i) the Scheme Document (or offer document as applicable) is not
posted to ANT Shareholders within 28 days of the date of this
announcement (or such later date as ANT and Espial UK may, with the
consent of the Panel, agree), (ii) the Scheme or any resolution to
be proposed at the General Meeting is not approved by the requisite
majority of ANT Shareholders at the Court Meeting or the General
Meeting respectively, or (iii) the Scheme lapses or otherwise
ceases to be capable of becoming effective or is withdrawn or, in
the event of the Acquisition proceeding by way of a takeover offer
under Part 28 of the Companies Act, upon such offer being withdrawn
or lapsing.
Part B - Institutional and Other ANT Shareholders
Name Number of ANT % of ANT Shares in issue
Shares
---------------------- -------------- -------------------------
Richard Farleigh 4,039,767 16.63
---------------------- -------------- -------------------------
Kestrel Partners LLP 3,133,527 12.90
---------------------- -------------- -------------------------
Foresight VCT plc 1,986,596 8.18
---------------------- -------------- -------------------------
Total 9,159,890 37.71
---------------------- -------------- -------------------------
Richard Farleigh & Kestrel Partners LLP
Espial UK has received irrevocable undertakings from Richard
Farleigh and Kestrel Partners LLP to vote in favour, or to procure
the voting in favour, of the Scheme at the Court Meeting and the
resolution to be proposed at the General Meeting in respect of an
aggregate of 7,173,294 ANT Shares owned by them, or in the case of
Kestrel Partners LLP which it manages on behalf of clients and in
respect of which it is able to exercise discretionary and voting
control. Such shares represent approximately 29.5 per cent. of the
existing issued ordinary share capital of ANT. The irrevocable
undertakings remain binding if the Acquisition is carried out by
way of a takeover offer.
The irrevocable undertakings received from Richard Farleigh and
Kestrel Partners LLP will only cease to be binding if:
(i) the Scheme Document (or offer document as applicable) is not
posted to ANT Shareholders within 28 days of the date of this
announcement (or such later date as ANT and Espial UK may, with the
consent of the Panel, agree);
(ii) the Scheme or any resolution to be proposed at the General
Meeting is not approved by the requisite majority of ANT
Shareholders at the Court Meeting or the General Meeting
respectively; or
(iii) the Scheme lapses or otherwise ceases to be capable of
becoming effective or is withdrawn or, in the event of the
Acquisition proceeding by way of a takeover offer under Part 28 of
the Companies Act, upon such offer being withdrawn or lapsing.
Foresight VCT plc
Espial UK has received an irrevocable undertaking to vote in
favour, or to procure the voting in favour, of the Scheme at the
Court Meeting and the resolution to be proposed at the General
Meeting from Foresight VCT plc ("Foresight") in respect of
1,986,596 ANT Shares which it manages on behalf of clients and in
respect of which it is able to exercise discretionary and voting
control. Such shares represent approximately 8.2 per cent. of the
existing issued ordinary share capital of ANT. The irrevocable
undertaking remains binding if the Acquisition is carried out by
way of a takeover offer.
The irrevocable undertaking received from Foresight will only
cease to be binding if:
(i) the Scheme Document (or offer document as applicable) is not
posted to ANT Shareholders within 28 days of the date of this
announcement (or such later date as ANT and Espial UK may, with the
consent of the Panel, agree);
(ii) the Scheme or any resolution to be proposed at the General
Meeting is not approved by the requisite majority of ANT
Shareholders at the Court Meeting or the General Meeting
respectively;
(iii) the Scheme lapses or otherwise ceases to be capable of
becoming effective or is withdrawn or, in the event of the
Acquisition proceeding by way of a takeover offer under Part 28 of
the Companies Act, upon such offer being withdrawn or lapsing;
or
(iv) a competing offer for the entire issued share capital of
ANT is announced by a third party under Rule 2.7 of the Code, the
offer price of which is equal to or greater than 22.5 pence per ANT
share.
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this announcement
unless the context requires otherwise:
"Acquisition" the recommended cash acquisition to be
governed by the Code by Espial UK of the
entire issued and to be issued share capital
of ANT to be effected by means of the
Scheme and including, where the context
so requires, any subsequent revision,
variation, extension or renewal thereof
----------------------------- --------------------------------------------------
"AIM" AIM market, a market operated by the London
Stock Exchange
----------------------------- --------------------------------------------------
"AIM Rules for Companies the rules (as amended from time to time)
contained in a booklet called the "AIM
Rules for Companies" issued by the London
Stock Exchange
----------------------------- --------------------------------------------------
"Allenby" Allenby Capital Limited, which is acting
for Espial and Espial UK in relation to
the cash confirmation
----------------------------- --------------------------------------------------
"Announcement Date" 30 November 2012
----------------------------- --------------------------------------------------
"ANT" or the "Company" ANT plc, a public limited company incorporated
in England and Wales with registered number
5372859, and whose registered office is
First Floor, 335 Cambridge Science Park,
Milton Road, Cambridge, CB4 0WN
----------------------------- --------------------------------------------------
"ANT Directors" or "ANT the directors of ANT
Board"
----------------------------- --------------------------------------------------
"ANT Group" ANT and its subsidiary undertakings
----------------------------- --------------------------------------------------
"ANT Optionholders" holders of ANT Options
----------------------------- --------------------------------------------------
"ANT Options" subsisting options to acquire ANT Shares
granted in accordance with the ANT Share
Schemes
----------------------------- --------------------------------------------------
"ANT Shareholders" holders of ANT Shares
----------------------------- --------------------------------------------------
"ANT Shares" ordinary shares of five pence each in
the capital of ANT
----------------------------- --------------------------------------------------
"ANT Share Schemes" the ANT 2005 Share Option Scheme and the
Employee Benefit Trust
----------------------------- --------------------------------------------------
"Authorisations" regulatory authorisations, orders, recognitions,
grants, consents, clearances, confirmations,
certificates, licences, permissions or
approvals
----------------------------- --------------------------------------------------
"Business Day" any day (excluding any day which is a
Saturday, Sunday or public holiday in
England and Wales) on which banks in the
City of London are open for general banking
business
----------------------------- --------------------------------------------------
"Capital Reduction" the proposed reduction of ANT's share
capital provided for in the Scheme
----------------------------- --------------------------------------------------
"Code" the City Code on Takeovers and Mergers
----------------------------- --------------------------------------------------
"Companies Act" the Companies Act 2006
----------------------------- --------------------------------------------------
"Conditions" the conditions to the implementation of
the Acquisition as set out in Appendix
I to this announcement and to be set out
in the Scheme Document
----------------------------- --------------------------------------------------
"Court" the High Court of Justice in England and
Wales
----------------------------- --------------------------------------------------
"Court Meeting" the meeting of ANT Shareholders to be
convened pursuant to an order of the Court
under Part 26 of the Companies Act for
the purpose of considering and, if thought
fit, approving the Scheme (with or without
amendment) including any adjournment thereof
----------------------------- --------------------------------------------------
"Court Order(s)" the order(s) of the Court sanctioning
the Scheme and the Capital Reduction
----------------------------- --------------------------------------------------
"CREST" a relevant system (as defined in the Regulations)
in respect of which Euroclear UK & Ireland
Limited is the Operator (as defined in
the Regulations)
----------------------------- --------------------------------------------------
"Disclosed" (i) publicly announced via a Regulatory
Information Service by or on behalf of
ANT on or before 5:00 pm on the Business
Day prior to the Announcement Date, (ii)
disclosed in the annual report and accounts
of ANT for the financial year ended 31
December 2011, (iii) disclosed in the
interim results of ANT for the six months
ended 30 June 2012 or (iv) as otherwise
fairly disclosed in writing by or on behalf
of ANT to Espial or Espial UK in connection
with the Acquisition on or before 5:00pm
on the Business Day prior to the Announcement
Date
----------------------------- --------------------------------------------------
"Effective Date" the date on which the Scheme becomes effective
in accordance with its terms
----------------------------- --------------------------------------------------
"Espial" Espial Group Inc. a company incorporated
under the laws of Canada with registration
number 336898-0, and whose registered
office is 200 Elgin Street, Ottawa, Ontario,
Canada K2P 1L5
----------------------------- --------------------------------------------------
"Espial Directors" or the directors of Espial
"Espial Board"
----------------------------- --------------------------------------------------
"Espial Group" Espial and its subsidiary undertakings
----------------------------- --------------------------------------------------
"Espial UK" Espial (UK) Limited, a private limited
company incorporated in England and Wales
with registered number 8301254
----------------------------- --------------------------------------------------
"Forms of Proxy" the forms of proxy for the Court Meeting
and the General Meeting
----------------------------- --------------------------------------------------
"General Meeting" the general meeting of ANT Shareholders
to be convened in connection with the
Scheme (including any adjournment thereof)
----------------------------- --------------------------------------------------
"IPTV" internet protocol television
----------------------------- --------------------------------------------------
"Listing Rules" the listing rules issued by the UK Listing
Authority pursuant to Part VI of the Financial
Services and Markets Act 2000
----------------------------- --------------------------------------------------
"London Stock Exchange" London Stock Exchange plc
----------------------------- --------------------------------------------------
"Offer Period" the offer period (as defined in the Code)
relating to ANT which commenced on 13
September 2012
----------------------------- --------------------------------------------------
"Panel" the Panel on Takeovers and Mergers
----------------------------- --------------------------------------------------
"Relevant Authorities" government or governmental, quasi-governmental,
supranational, statutory, administrative
or regulatory body, authority, court,
trade agency, association, institution,
environmental body or any other similar
person or body in any jurisdiction
----------------------------- --------------------------------------------------
"Regulations" the Uncertificated Securities Regulations
2001 (SI 2011/3755) as amended
----------------------------- --------------------------------------------------
"Regulatory Information a Regulatory Information Service that
Service" is approved by the Financial Services
Authority and is on the list maintained
by the Financial Services Authority in
LR App 3 to the Listing Rules
----------------------------- --------------------------------------------------
"Restricted Jurisdiction" any jurisdiction where extension or acceptance
of the Acquisition would violate the law
or regulation of that jurisdiction
----------------------------- --------------------------------------------------
"Scheme" the scheme of arrangement under Part 26
of the Companies Act to be proposed by
ANT to the ANT Shareholders in connection
with the Acquisition with, or subject
to, any amendment, modification, addition
or condition thereto approved or imposed
by the Court and agreed by ANT and Espial
UK
----------------------------- --------------------------------------------------
"Scheme Document" the formal document to be sent to ANT
Shareholders containing, among other things,
the Scheme, terms and conditions of the
Acquisition and the notices convening
the Court Meeting and General Meeting
----------------------------- --------------------------------------------------
"Scheme Record Voting the date and time specified in the Scheme
Time" Document by reference to which entitlement
to vote at the Court Meeting will be determined
----------------------------- --------------------------------------------------
"Significant Interest" in relation to an undertaking, a direct
or indirect interest of 20% or more of
the total voting rights conferred by the
interests held in such undertaking
----------------------------- --------------------------------------------------
"subsidiary" and "subsidiary have the meanings given to them in sections
undertaking" 1159 and 1162 of the Companies Act
----------------------------- --------------------------------------------------
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland
----------------------------- --------------------------------------------------
"UK Listing Authority" the Financial Services Authority as the
competent authority under Part VI of the
Financial Services and Markets Act 2000
----------------------------- --------------------------------------------------
"Westhouse" Westhouse Securities Limited, financial
adviser, nominated adviser and broker
to ANT
----------------------------- --------------------------------------------------
"Wider ANT Group" ANT, its subsidiary undertakings and any
company of which 20% or more of the voting
capital is held by any member of the ANT
Group or any partnership, joint venture,
firm or company in which any member of
the ANT Group has a Significant Interest
----------------------------- --------------------------------------------------
"Wider Espial Group" Espial, its subsidiary undertakings and
any company of which 20% or more of the
voting capital is held by the Espial Group
or any partnership, joint venture, firm
or company in which any member of the
Espial Group has a Significant Interest
----------------------------- --------------------------------------------------
"GBP" or "Sterling" pounds sterling, the lawful currency for
the time being of the UK and references
to "pence" and "p" shall be construed
accordingly
----------------------------- --------------------------------------------------
Unless otherwise stated, all times referred to in this
announcement are references to the time in London, England.
Any reference to any provision of any legislation shall include
any amendment, modification, re-enactment or extension thereof.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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