TIDMARTA
RNS Number : 3219Y
Artilium PLC
20 August 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
20 August 2018
RECOMMED SHARE AND CASH OFFER
for
ARTILIUM PLC
by
PARETEUM CORPORATION
to be effected
by way of a scheme of arrangement
under Part 26 of the Companies Act 2006
Publication of Scheme Document
On 7 June 2018, the boards of Artilium Plc and Pareteum
Corporation announced that they had reached agreement on the terms
of a recommended share and cash offer pursuant to which Pareteum
will acquire the entire issued and to be issued ordinary share
capital of Artilium not already owned by Pareteum (the
"Acquisition"), which will be effected by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 ("Scheme").
The Board of Artilium is pleased to announce that a scheme
document relating to the Acquisition (the "Scheme Document"),
together with associated Forms of Proxy, are today being published
and posted to Artilium Shareholders. The Scheme Document contains,
inter alia, the Conditions of the Scheme, an explanatory statement
pursuant to section 897 of the Act, notices of the Court Meeting
and General Meeting, the expected timetable of principal events and
details of the actions to be taken by Artilium Shareholders.
Capitalised terms in this announcement (the "Announcement"),
unless otherwise defined, have the same meanings as set out in the
Scheme Document. Copies of this Announcement and the Scheme
Document will be available free of charge (subject to certain
restrictions relating to persons in Restricted Jurisdictions) on
Artilium's website at http://www.artilium.com/investors and on
Pareteum's website at www.pareteum.com/investors up to and
including the Effective Date. The contents of this website are not
incorporated into, and do not form part of, this Announcement.
Notices of the Court Meeting and General Meeting
Notices of the Court Meeting and the General Meeting, both of
which are to be held at the offices of Addleshaw Goddard LLP,
Milton Gate, 60 Chiswell Street, London EC1Y 4AG on 14 September
2018, are set out in the Scheme Document. The Court Meeting will
start at 11.00 a.m. and the General Meeting will start at 11.15
a.m. (or as soon thereafter as the Court Meeting has been concluded
or adjourned).
It is important that, for the Court Meeting, as many votes as
possible are cast so that the Court may be satisfied that there is
a fair representation of the opinion of Scheme Shareholders. Scheme
Shareholders are therefore strongly encouraged to complete, sign
and return their Forms of Proxy (once received) as soon as possible
and in any event by the deadlines referred to in the timetable
below.
The expected timetable of principal events is attached as an
Appendix to this announcement.
Enquiries:
Pareteum
Denis McCarthy, SVP Corporate Development Tel: +1 (212) 984-1096
Alex Korff, Company Secretary
Ted O'Donnell, Chief Financial Officer
Jefferies International Limited (Financial adviser to
Pareteum)
(UK) Simon Brown Tel: +44 (0)20 7029
(US) Timothy Roepke 8000
Jeffrey Snyder Tel: +1 (212) 284
2300
Artilium
Jan-Paul Menke, Non-Executive Chairman Tel: +32 (0) 5023
Bart Weijermars, Chief Executive Officer 0300
Rupert Hutton, Chief Finance Officer
finnCap Ltd (Financial adviser under Rule 3 of the Code,
Nominated Adviser and broker to Artilium)
Jonny Franklin-Adams Tel: +44 (0)20
Henrik Persson 7220 0500
Anthony Adams
Important notices
Jefferies International Limited ("Jefferies"), which is
authorised and regulated by the Financial Conduct Authority (the
"FCA") in the United Kingdom, is acting exclusively for Pareteum as
financial adviser and no one else in connection with the
Acquisition and other matters set out in this Announcement and will
not be responsible to anyone other than Pareteum for providing the
protections afforded to clients of Jefferies, or for providing
advice in connection with the Acquisition, the content of this
Announcement or any matter referred to herein. Neither Jefferies
nor any of its subsidiaries, affiliates or branches owes or accepts
any duty, liability or responsibility whatsoever (whether direct,
indirect, consequential, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of
Jefferies in connection with this Announcement, any statement
contained herein or otherwise.
finnCap, which is authorised by and regulated by the FCA in the
United Kingdom, is acting exclusively as financial adviser under
Rule 3 of the Code, nominated adviser and broker to Artilium and no
one else in connection with the Acquisition and other matters
referred to in this Announcement and will not be responsible to
anyone other than Artilium for providing the protections afforded
to clients of finnCap, or for providing advice in connection with
the Acquisition, the content of this Announcement or any matter
referred to herein. Neither finnCap nor any of its subsidiaries or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct, indirect, consequential, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of finnCap in connection with this Announcement, any
statement contained herein or otherwise.
Further information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise. The
Acquisition will be made solely through the Scheme Document and the
accompanying Forms of Proxy, which will contain the full terms and
conditions of the Acquisition, including details of how to vote in
respect of the Acquisition. Any approval, decision or other
response to the Acquisition should be made only on the basis of the
information in the Scheme Document. Artilium Shareholders are
strongly advised to read the formal documentation in relation to
the Acquisition once it has been despatched.
This Announcement has been prepared for the purpose of complying
with the laws of England and Wales, the AIM Rules and the Code and
the information disclosed may not be the same as that which would
have been disclosed if this Announcement had been prepared in
accordance with the laws of jurisdictions outside the United
Kingdom.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and service of this Announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this Announcement since such date.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas shareholders
Unless otherwise determined by Artilium and Pareteum or required
by the Takeover 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 Scheme by any such use, means,
instrumentality or from within a jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.
Accordingly, copies of the Scheme Document 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 jurisdiction where to do so would
violate the laws in that jurisdiction, and persons receiving the
Scheme Document and all other documents relating to the Acquisition
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from jurisdictions
where to do so would violate the laws in that jurisdiction.
It is the responsibility of each Overseas Holder to satisfy
himself as to the full observance of the laws and regulatory
requirements of the relevant jurisdiction in connection with the
Acquisition, including obtaining any governmental, exchange control
or other consents which may be required, or the compliance with
other necessary formalities which are required to be observed and
the payment of any issue, transfer or other taxes due in such
jurisdiction.
The Scheme Document and its accompanying documents have been
prepared in connection with a proposal in relation to a scheme of
arrangement pursuant to, and for the purpose of complying with,
English law and the Takeover Code and the information disclosed may
not be the same as that which would have been disclosed if these
documents had been prepared in accordance with the laws of
jurisdictions outside England and Wales.
The availability of New Pareteum Shares under the Acquisition to
Artilium Shareholders who are not resident in the United Kingdom
may be affected by the laws of the relevant jurisdictions in which
they are resident. Further details are set out in paragraph 19 of
Part 2 (Explanatory Statement) of the Scheme Document.
Notice to US investors
The New Pareteum Shares are expected to be issued in the United
States in reliance upon the exemption from the registration
requirements of the US Securities Act provided by section 3(a)(10)
thereof.
For the purposes of qualifying for the exemptions from the
registration requirements of the US Securities Act afforded by
section 3(a)(10), Artilium will advise the Court through counsel
that the Court's sanction of the Scheme will be relied upon by
Pareteum as an approval of the Scheme following a hearing on the
fairness of the terms and conditions of the Scheme to Artilium
Shareholders at which hearing all such shareholders are entitled to
appear in person or through counsel to support or oppose the
sanctioning of the Scheme and with respect to which notification
has been given to all Artilium Shareholders.
Scheme Shareholders (whether or not US persons) who are or will
be affiliates (within the meaning of the US Securities Act) of
Artilium or Pareteum prior to, or of Pareteum after, the Effective
Date will be subject to certain restrictions on transfers of the
New Pareteum Shares received pursuant to the Scheme. Otherwise, the
New Pareteum Shares generally should not be treated as "restricted
securities" within the meaning of Rule 144(a)(3) under the US
Securities Act and persons who receive securities under the Scheme
(other than affiliates) may resell them without restriction under
the US Securities Act. For a description of these and certain
further restrictions on offers, sales and transfers of the New
Pareteum Shares and the distribution of the Scheme Document, and
additional information applicable to US shareholders, see paragraph
19 of Part 2 (Explanatory Statement) of the Scheme Document.
The receipt of New Pareteum Shares pursuant to the Acquisition
by a US Shareholder may be a taxable transaction for US federal
income tax purposes and under applicable state and local, as well
as foreign and other, tax laws. Each Artilium Shareholder is urged
to consult his independent professional adviser immediately
regarding the tax consequences of the Acquisition.
It may be difficult for US Shareholders to enforce their rights
and claims arising out of the US federal securities laws, Artilium
is located in countries other than the United States, and some or
all of its officers and directors may be residents of countries
other than the United States. US Shareholders may not be able to
sue a non--US company or its officers or directors in a non--US
court for violations of the US securities laws. Further, it may be
difficult to compel a non--US company and its affiliates to subject
themselves to a US court's judgment.
None of the securities referred to in the Scheme Document have
been approved or disapproved by the SEC, any state securities
commission in the United States or any other US regulatory
authority, nor have such authorities passed upon or determined the
adequacy or accuracy of the information contained in the Scheme
Document. Any representation to the contrary is a criminal offence
in the United States.
The financial information included in, or incorporated by
reference into, the Scheme Document has been prepared in accordance
with the International Financial Reporting Standards ("IFRS") as
adopted by the European Union and thus may not be comparable to
financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the United States.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of: (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 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 securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each
of: (i) the offeree company and (ii) any securities exchange
offeror, 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
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror, and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Takeover Panel's Market
Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as
to whether you are required to make an Opening Position Disclosure
or a Dealing Disclosure.
Publication on website
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement, the Scheme Document and any document
incorporated by reference herein or therein will be available on
Artilium's website at www.artilium.com/investors and on Pareteum's
website at www.pareteum.com/investors by no later than 12 noon on
the business day following publication of the Scheme Document, but
will not be available to persons resident in Restricted
Jurisdictions or any jurisdictions where the extension or
availability of the Acquisition or the publication of the Scheme
Document would violate the laws of such jurisdiction. The contents
of the websites referred to in the Scheme Document are not
incorporated into and do not form part of the Scheme Document.
APPIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Time/date(1)
Latest time for lodging Forms 11.00 a.m. on Wednesday 12
of Proxy for the Court Meeting September 2018(2)
(BLUE Form of Proxy) or for
submitting proxy instructions
in respect of the Court Meeting
via the CREST Proxy Voting
Service
Latest time for lodging Forms 11.15 a.m. on Wednesday 12
of Proxy for the General Meeting September 2018(3)
(WHITE Form of Proxy) or for
submitting proxy instructions
in respect of the General Meeting
via the CREST Proxy Voting
Service
Voting Record Time for the 10.00 p.m. on Wednesday 12
Court Meeting and General Meeting September 2018(4)
Stockholder Meeting 10.00 a.m. (New York Time)
on Thursday 13 September 2018
Court Meeting 11.00 a.m. on Friday 14 September
2018
General Meeting 11.15 a.m. on Friday 14 September
2018(5)
Certain of the following dates
are subject to change (please
see Note (1) below):
Court Hearing to sanction the Friday 28 September 2018 (the
Scheme Court Sanction Date)(1)
Last day of dealings in, and Friday 28 September 2018
for registration of transfers
of, and disablement in CREST
of, Artilium Shares
Scheme Record Time 6.00 p.m. on Friday 28 September
2018
Suspension of listing of, and 7.30 a.m. on Monday 1 October
dealings in, Artilium Shares 2018
Effective Date Monday 1 October 2018(1)
Cancellation of listing of, by no later than 8.00 a.m.
and trading in, Artilium Shares on Tuesday 2 October 2018(1)
New Pareteum Shares issued 9.30 a.m. (New York Time) on
in respect of Scheme Shares Tuesday 2 October 2018(1)
Admission and commencement 9.30 a.m. (New York Time) on
of dealings in New Pareteum Tuesday 2 October 2018(1)
Shares on the NYSE American
Settlement of the Offer Consideration:
CREST accounts of Artilium within 14 days of the Effective
Shareholders credited with Date(1)
Pareteum CDIs (in respect of
Scheme Shares held in uncertificated
form)
CREST accounts of Artilium within 14 days of the Effective
Shareholders credited with Date(1)
any cash consideration due
(in respect of Scheme Shares
held in uncertificated form)
Despatch of cheques in respect within 14 days of the Effective
of cash consideration and share Date(1)
certificates in respect of
New Pareteum Shares (in respect
of Scheme Shares held in certificated
form)
Long Stop Date 31 January 2019(6)
The Court Meeting and the General Meeting will each be held at
the offices of Addleshaw Goddard LLP, Milton Gate, 60 Chiswell
Street, London EC1Y 4AG.
(1) These times and dates are indicative only and will depend,
among other things, on the date on which the Conditions are
satisfied or, if capable of waiver, waived and therefore the date
on which the Court sanctions the Scheme. The timetable is also
dependent on when the Court Order sanctioning the Scheme is
delivered to the Registrar of Companies. Artilium will give notice
of any change(s) to the above timetable by issuing an announcement
through a Regulatory Information Service and by publishing such
changes on Artilium's website at www.artilium.com/investors and, if
required by the Panel, by posting notice of the change(s) to
Artilium Shareholders and persons with information rights.
(2) It is requested that BLUE Forms of Proxy for the Court
Meeting be lodged before 11.00 a.m. on 12 September 2018 or, if the
Court Meeting is adjourned, not later than 48 hours before the time
appointed for the holding of the adjourned meeting. However, BLUE
Forms of Proxy not so lodged may be handed to a representative of
Neville Registrars or the Chairman of the Court Meeting at the
Court Meeting before the taking of the poll.
(3) WHITE Forms of Proxy for the General Meeting must be lodged
before 11.15 a.m. on 12 September 2018 in order to be valid or, if
the General Meeting is adjourned, not later than 48 hours before
the time appointed for the holding of the adjourned meeting. WHITE
Forms of Proxy cannot be handed to a representative of Neville
Registrars or the Chairman of the General Meeting at the General
Meeting.
(4) If either of the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
meeting will be 10.00 p.m. on the date two calendar days before the
date set for the adjourned meeting.
(5) Or as soon thereafter as the Court Meeting has been
concluded or adjourned if later.
(6) This date may be extended to such date as Artilium and
Pareteum may, with the consent of the Panel and, if required, the
Court, agree.
All references in this announcement to times are to times in
London, unless otherwise stated.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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