TIDMDSN TIDMQXT
RNS Number : 2441F
Densitron Technologies PLC
10 November 2015
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
10 November 2015
FOR IMMEDIATE RELEASE
RECOMMENDED ACQUISITION OF
DENSITRON TECHNOLOGIES PLC ("DENSITRON TECHNOLOGIES" or the
"COMPANY")
by
QUIXANT PLC ("QUIXANT")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Scheme of Arrangement Becomes Effective
The Densitron Technologies Board is pleased to announce that the
scheme of arrangement under Part 26 of the Companies Act 2006 in
connection with the recommended acquisition by Quixant of the
entire issued and to be issued ordinary share capital of Densitron
Technologies, (the "Scheme"), has now become effective.
As announced by Densitron Technologies on 9 October 2015,
trading in Densitron Technologies Shares on AIM was suspended with
effect from 7.30 a.m. (London time) today.
Densitron Technologies has made an application to the London
Stock Exchange for the cancellation of the admission to trading on
AIM of, and cessation of dealings in, Densitron Technologies
Shares, in each case to be effective from 7:00 a.m. (London time)
on 11 November 2015.
The consideration of 11p per Densitron Technologies Share due to
Scheme Shareholders will be settled (in the case of Scheme Shares
held in uncertificated form, by CREST accounts being credited) or
despatched (in the case of Scheme Shares held in certificated form
by cheques being despatched) within the next 14 days.
As announced on 25 September 2015, Jan Holmstrom and John
Farrell, non-executive chairman and non-executive director,
respectively, have resigned as directors of the Company with
immediate effect.
Unless otherwise defined herein, capitalised terms and
expressions used in this announcement shall have the meanings given
to them in the scheme document dated 9 October 2015 sent or made
available to Densitron Technologies Shareholders (the "Scheme
Document").
Subject to certain restrictions, a copy of this announcement and
the amended articles of association of the Company will also be
available on Densitron Technologies' website at
www.densitron.com.
For further information or enquiries please contact:
Densitron Technologies plc Tel: +44 (0) 207 648
4200
Grahame Falconer, Chief Executive Officer
Tim Pearson, Group Finance Director
Westhouse Securities Limited (financial and Tel: +44 (0) 20 7601
nominated adviser and broker to Densitron Technologies) 6100
Robert Finlay
Alastair Stratton
David Coaten
IFC Advisory PR (adviser to Densitron Technologies) Tel: +44 (0) 203 053
Tim Metcalfe, Managing Director 8671
IMPORTANT NOTICES
Westhouse Securities Limited, which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom, is
acting exclusively for Densitron Technologies as financial
adviser, nominated adviser and broker and no one else in connection
with the matters referred to in this announcement and will
not be responsible to anyone other than Densitron Technologies
for providing the protections afforded to clients of Westhouse
Securities Limited, or for providing advice in connection with
the Acquisition or any other matter referred to in this announcement.
This announcement has been prepared for the purpose of complying
with the laws of England and Wales, the Code, the Disclosure
and Transparency Rules of the FCA, the AIM Rules and the rules
of the London Stock Exchange 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.
This announcement is for information purposes only and does
not constitute an offer to sell or an invitation to purchase
any securities or the solicitation of an offer to buy any securities,
pursuant to the Acquisition or otherwise. The Acquisition will
be made solely by means of the Scheme Document or any document
by which the Acquisition is made which will contain the full
terms and conditions of the Acquisition, including details
of how to vote in respect of the Scheme. Any decision in respect
of, or other response to, the Acquisition should be made only
on the basis of the information contained in the Scheme Document.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
The release, publication or distribution of this announcement
in certain jurisdictions may be restricted by law. Persons
who are not resident in the United Kingdom or who are subject
to other jurisdictions should inform themselves of, and observe,
any applicable requirements. Further details in relation to
overseas shareholders will be contained in the Scheme Document.
US investors in Densitron Technologies
The Acquisition relates to shares of a UK company and is proposed
to be effected by means of a scheme of arrangement under the
laws of England and Wales. A transaction effected by means
of a scheme of arrangement is not subject to the proxy solicitation
or tender offer rules under the US Securities Exchange Act
of 1934. Accordingly, the Scheme is subject to the disclosure
requirements, rules and practices applicable in the United
Kingdom to schemes of arrangement, which differ from the requirements
of the US proxy solicitation and tender offer rules. However,
if Quixant were to elect to implement the Acquisition by means
of a Takeover Offer, such Takeover Offer will be made in compliance
with all applicable laws and regulations, including the US
tender offer rules, to the extent applicable.
Restricted Jurisdictions
Unless otherwise determined by Quixant 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. 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. Copies of this announcement
and all documents relating to the Acquisition are not being,
and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this announcement and all
documents relating to the Acquisition (including custodians,
nominees and trustees) must not mail or otherwise distribute
or send them in, into or from such jurisdictions where to do
so would violate the laws in that jurisdiction.
The availability of the Acquisition to Densitron Technologies
Shareholders who are not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions in which
they are resident. Persons who are not resident in the United
Kingdom should inform themselves of, and observe, any applicable
requirements.
Cautionary Note Regarding Forward Looking Statements
This announcement contains statements that are or may be deemed
to be forward looking with respect to the financial condition,
results of operations and business of Densitron Technologies
and certain plans and objectives of the Densitron Technologies
Board and the Quixant Board accordingly. These forward looking
statements can be identified by the fact that they are prospective
in nature and do not relate to historical or current facts.
These estimates are based on assumptions and assessments made
by the Densitron Technologies Board or Quixant in light of
their experience and their perception of historical trends,
current conditions, expected future developments and other
factors they believe appropriate.
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" or "strategy" 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,
dividend policy, losses and future prospects; (ii) business
and management strategies and the expansion and growth of Quixant's
or Densitron Technologies' operations and potential synergies
resulting from the Acquisition; and (iii) the effects of government
regulation on Quixant's or Densitron Technologies' business.
These forward looking statements are made as at the date of
this announcement and are not guarantees of future financial
performance. Except as expressly provided in this announcement,
they have not been reviewed by the auditors of Quixant or Densitron
Technologies. 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.
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