TIDMCTP
RNS Number : 9521L
MRI Software Limited
05 May 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
05 May 2020
RECOMMED CASH OFFER
for
Castleton Technology plc ("Castleton Technology")
by
MRI Software Limited ("Bidco")
Update on letters of intent
On 15 April 2020, the boards of Bidco and Castleton Technology
announced the terms of a recommended cash offer for the entire
issued and to be issued ordinary share capital of Castleton
Technology (the "Offer") to be made by Bidco to be effected by
means of a Court-sanctioned scheme of arrangement under Part 26 of
the 2006 Act (the " Scheme "). The circular in relation to the
Scheme (the " Scheme Document ") was posted to Castleton Technology
Shareholders on 04 May 2020.
Capitalised terms used in this announcement shall have the
meanings given to them in the Scheme Document.
In accordance with Rule 2.10 of the Takeover Code, the
Announcement on 15 April 2020 disclosed that Bidco had received
support for the Offer from Castleton Technology Shareholders
holding a total of 38,677,143 Castleton Technology Shares
representing, in aggregate, approximately 47.33 per cent. of
Castleton Technology's issued ordinary share capital, comprising
irrevocable undertakings and letters of intent to vote in favour of
the resolutions relating to the Acquisition at the Meetings.
Bidco has become aware that on 01 May 2020, Long Path Partners
Smaller Companies Fund, LP disposed of 4,885,519 Castleton
Technology Shares subject to a letter of intent, representing
approximately 5.98 per cent. of Castleton Technology's issued
ordinary share capital.
As a result, with effect from such disposal, Bidco has received
letters of intent in respect of 3,955,759 Castleton Technology
Shares, representing in aggregate, approximately 4.84 per cent. of
Castleton's issued ordinary share capital. The irrevocable
undertakings received by Bidco in respect of 29,400,742 Castleton
Technology Shares representing, in aggregate, approximately 35.98
per cent. of Castleton's issued ordinary share capital remain
unchanged.
Therefore, Bidco has received support for the Offer from
Castleton Technology Shareholders holding a total of 33,791,624
Castleton Technology Shares representing, in aggregate,
approximately 41.36 per cent. of Castleton Technology's issued
ordinary share capital.
Enquiries:
MRI and Bidco v ia Raymond James
John Ensign, President
Hal Gunder, Vice President Corporate Development
Raymond James (Financial Adviser to MRI Tel: +44 (0) 20 3 798
and Bidco) 5700
Dominic Emery
Junya Iwamoto
Important notices relating to financial advisers
Raymond James Financial International Limited ("Raymond James"),
which is authorised and regulated by the FCA in the United Kingdom,
is acting exclusively for Bidco 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 Bidco for providing the protections afforded to clients of
Raymond James, or for providing advice in connection with the
Acquisition, the content of this announcement or any matter
referred to herein. Neither Raymond James 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 Raymond James in
connection with this announcement, any statement contained herein
or otherwise.
Further information
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
invitation 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. The Acquisition will be made solely pursuant to the
terms of the Scheme Document (or, if the Acquisition is implemented
by way of an Offer, the offer document), which will contain the
full terms and conditions of the Acquisition, including details of
how to vote in respect of the Acquisition. Any decision in respect
of, or other response to, the Acquisition should be made only on
the basis of the information in the Scheme Document (or, if the
Acquisition is implemented by way of an Offer, the offer document).
This announcement does not constitute a prospectus or prospectus
exempted document.
This announcement has been prepared 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 this announcement had been prepared in accordance with
the laws of jurisdictions outside England and Wales.
Castleton shall prepare the Scheme Document to be distributed to
Castleton Shareholders, Castleton and Bidco urge Castleton
Shareholders to read the Scheme Document when it becomes available
because it shall contain important information relating to the
Offer.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
This announcement has been prepared in accordance with English
law, the Takeover Code, the Market Abuse Regulation, the AIM Rules
and the Disclosure Guidance and Transparency Rules and information
disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside
England.
The availability of the Acquisition to Castleton Shareholders
who are not resident in and citizens of the UK may be affected by
the laws of the relevant jurisdictions in which they are located or
of which they are citizens. Persons who are not resident in the UK
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Castleton Shares with respect to the Scheme at the Court
Meeting, or to appoint another person as proxy to vote at the Court
Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
Further details in relation to Overseas Shareholders will be
contained in the Scheme Document.
Unless otherwise determined by Bidco 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
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Copies of
this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send it in or into or from
any Restricted Jurisdiction. Doing so may render invalid any
related purported vote in respect of the Acquisition. If the
Acquisition is implemented by way of an Offer (unless otherwise
permitted by applicable law and regulation), the Offer may not be
made directly or indirectly, in or into, or by the use of mails or
any means or instrumentality (including, but not limited to,
facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of any Restricted
Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities
Notice to US Investors
US Holders should note that the Acquisition relates to the
securities of a UK company, is subject to UK disclosure
requirements (which are different from those of the US) and is
proposed to be implemented under a scheme of arrangement provided
for under English company law. Under the present circumstances, a
transaction effected by means of a scheme of arrangement is not
subject to the tender offer rules under the US Exchange Act.
Accordingly, the Scheme will be subject to UK disclosure
requirements and practices, which are different from the disclosure
requirements of the US tender offer and proxy solicitation rules.
The financial information included in this document has been or
will have been prepared in accordance with IFRS 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 US.
Neither the SEC nor any securities commission of any state of
the US nor any other US regulatory authority has approved the
Acquisition, passed upon the fairness of the Acquisition or passed
upon the adequacy or accuracy of this document. Any representation
to the contrary is a criminal offence in the US.
The receipt of cash pursuant to the Acquisition by a direct or
indirect US Holder as consideration for the transfer of its Scheme
Shares pursuant to the Scheme may be a taxable transaction for US
federal income tax purposes and under applicable US state and
local, as well as foreign and other, tax laws. Each Castleton
Technology Shareholder is urged to consult his independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to him.
It may be difficult for US Holders to enforce their rights and
claims arising out of the US federal securities laws, since
Castleton Technology is located outside the US, and some or all of
its officers and directors may be residents of countries other than
the US. US Holders may not be able to sue a non- US company or its
officers or directors in a non-US court for violations of US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgement.
In accordance with the Code, normal UK practice and pursuant to
Rule 14e-5(b) of the US Exchange Act, Bidco or its nominees, or its
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Castleton Technology
Shares outside of the United States, other than pursuant to the
Acquisition, until the date on which the Acquisition and/or Scheme
becomes effective, lapses or is otherwise withdrawn. These
purchases and activities by exempt principal traders which are
required to be made public in the United Kingdom pursuant to the
Code will be reported to a Regulatory Information Service and will
be available on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly
disclosed in the United States to the extent that such information
is made public in the United Kingdom.
Disclosure requirements of the Takeover 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 offerors. 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 offerors,
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 Panel's Market Surveillance Unit
on +44 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. In accordance with the Takeover Code, normal United
Kingdom market practice and Rule 14e-5(b) of the Exchange Act,
Raymond James and its affiliates will continue to act as exempt
principal traders in Castleton securities on the London Stock
Exchange. These purchases and activities by exempt principal
traders which are required to be made public in the United Kingdom
pursuant to the Takeover Code will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com . This information
will also be publicly disclosed in the United States to the extent
that such information is made public in the United Kingdom.
Publication on website and availability of hard copies
A copy of this document will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Castleton Technology's website at
www.castletonplc.com by no later than 12 noon (London time) on the
Business Day following the date of this document and will continue
to be made available on this website during the Offer Period. For
the avoidance of doubt, the contents of this website are not
incorporated by reference and do not form part of this
document.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this document (or any document
incorporated by reference within this document) by submitting a
request in writing to Neville Registrars at Neville House,
Steelpark Road, Halesowen B62 8HD or by calling Neville Registrars
on 0121 585 1131 from within the UK or +44(0)121 585 1131 if
calling from outside the UK. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. The
helpline is open between 9.00 a.m. - 5.00 p.m., Monday to Friday
excluding public holidays in England and Wales. Please note that
Neville Registrars cannot provide any financial, legal or tax
advice and calls may be recorded and monitored for security and
training purposes.
For persons who receive a copy of this document in electronic
form or via a website notification, a hard copy of this document
will not be sent unless so requested. You may also request that all
future documents, announcements and information to be sent to you
in relation to the Acquisition should be in hard copy form.
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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