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 THAT JURISDICTION
FOR
IMMEDIATE RELEASE
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION
17 June
2024
RECOMMENDED CASH OFFER
for
FIREANGEL
SAFETY TECHNOLOGY GROUP PLC
by
INTELLIGENT SAFETY ELECTRONICS PTE. LTD
Offer
Declared Unconditional
1. Introduction
On 27 October 2023, the Boards of
Intelligent Safety Electronics Pte. Ltd ("ISE") and FireAngel Safety Technology
Group plc ("FireAngel")
announced the terms of a recommended cash offer to be made by ISE
pursuant to which it shall acquire the issued and to be issued
share capital of FireAngel not already owned or controlled by ISE
(the "Offer").
The offer document containing the
full terms of, and Conditions to, the Offer (the "Offer Document") was published and
posted to FireAngel Shareholders on 2 November 2023.
Capitalised terms in this
announcement (the "Announcement"), unless otherwise
defined, have the same meanings as set out in the Offer
Document.
2. Level of
acceptances
In accordance with Rule 17 of the
Code, ISE announces that, as at 6.00 pm on 14 June 2024 (being the
last Business Day prior to the date of this Announcement) (the
"Latest Practicable Date"),
ISE had received valid acceptances of the Offer in respect of
186,651,510 FireAngel Shares, representing approximately 61.73 per
cent. of the issued ordinary share capital of FireAngel, which ISE
may count towards the satisfaction of the Acceptance
Condition.
As part of this and as previously
announced on 24 November 2023, FireAngel has received valid
acceptances from all FireAngel Directors in accordance with the
FireAngel Directors' irrevocable undertakings to ISE in respect of
13,754,611 FireAngel Shares held by them (and persons connected
with them) which represent approximately 4.55 per cent. of the
existing issued ordinary share capital of FireAngel as at the
Latest Practicable Date.
So far as ISE is aware, none of
these acceptances have been received from persons acting in concert
with ISE.
Interests in FireAngel
Shares
As at the close of business on the
Latest Practicable Date, ISE had an interest in 52,777,257
FireAngel Shares, representing approximately 17.46 per cent. of the
FireAngel Shares in issue.
Save as disclosed in this
Announcement, as at the close of business on the Latest Practicable
Date, neither ISE nor, so far as ISE is aware, any person acting in
concert with ISE had:
(a) any interest in, or any
right to subscribe for, or any short position (whether conditional
or absolute and whether in the money or otherwise) in, including
any short position made under a derivative in relation to, or is
party to any agreement to sell or has any delivery obligation or
right to require another person to purchase or take delivery of,
any relevant FireAngel securities;
(b) any outstanding
irrevocable commitment or letter of intent with respect to any
relevant FireAngel securities; or
(c) borrowed or lent any
relevant FireAngel securities, save for any borrowed shares which
have either been on-lent or sold.
As at 6.00 pm on 14 June 2024, ISE
may count 186,651,510 FireAngel Shares, representing
approximately 61.73 per cent. of FireAngel's issued share capital
towards the satisfaction of the Acceptance
Condition.
Therefore, taken together with
FireAngel Shares that it already holds, ISE, has acquired or agreed
to acquire pursuant to the Offer or otherwise 79.19 per cent. of
FireAngel Shares.
3. Reducing the Acceptance Condition
In accordance with Paragraph 13.1 of
Part 1 of the Offer Document, ISE is hereby reducing the percentage
required to satisfy the Acceptance Condition from not less than 90
per cent. of the voting rights then normally exercisable at a
general meeting of FireAngel, to not less than 75 per cent. of the
voting rights then normally exercisable at a general meeting of
FireAngel (the "Amended Acceptance
Condition"). ISE confirms that FireAngel has consented to
the Amended Acceptance Condition.
As ISE either holds, or has received
valid acceptances of the Offer in respect of, a total of
239,428,767 FireAngel Shares, representing approximately 79.19 per
cent. of the issued ordinary share capital, and of the voting
rights attaching to those shares, ISE is pleased to confirm that
the Amended Acceptance Condition has been satisfied.
4. Offer Declared Unconditional
The Boards of ISE and FireAngel are
pleased to announce that all Conditions have now been satisfied or
waived and, accordingly, the Offer is declared unconditional in all
respects.
The Offer, which remains subject to
the terms and conditions set out in the Offer Document and Form of
Acceptance, shall remain open for acceptances for a further 14 days
until 1.00 p.m. (London time) on 1 July 2024 (or such later time(s)
or date(s) as ISE may determine, subject to the consent of the
Panel, where required). Following which the Offer will be
closed.
FireAngel Shareholders who have not
yet accepted the Offer are urged to do so as soon as possible in
accordance with the procedure set out in paragraph 18 of Part 1 of
the Offer Document, together with the provisions of Sections D and
E of Part 3 of the Offer Document and, in respect of certificated
FireAngel Shares, as further described in the Form of Acceptance.
By way of summary:
· To accept
the Offer in respect of FireAngel Shares in certificated form,
FireAngel Shareholders must complete, sign and return the Form of
Acceptance as soon as possible and, in any event, so as to be
received by the Receiving Agent at Computershare Investor
Services PLC at The Pavilions, Bridgwater Road, Bristol BS99 6AH,
not later than 1.00 p.m. on 1 July 2024.
· To accept
the Offer in respect of FireAngel Shares in uncertificated form,
acceptance should be made electronically through CREST so that the
TTE instruction settles not later than 1.00 p.m. on 1 July
2024. If FireAngel Shareholders hold their FireAngel Shares as
a CREST Sponsored Member, they should refer acceptance of the Offer
to its CREST Sponsor as only the CREST Sponsor shall be able to
send the necessary TTE instruction to Euroclear.
Unless they validly elect otherwise,
each FireAngel Shareholder accepting the Offer who holds their
FireAngel Shares will receive the consideration payable to them
under the Offer in pounds sterling.
5. Proposed
cancellation of UK listing and trading
As set out in the Offer Document, as
ISE has received valid acceptances in respect of 75 per cent. or
more of FireAngel's issued share capital and the Offer has been
declared unconditional in all respects, ISE has requested the Board
of FireAngel to apply for the cancellation of the admission to
trading of FireAngel Shares on AIM. A notice period of no less than
20 Business Days shall apply in respect of the cancellation of
listing. FireAngel will make a further announcement in respect of
the expected cancellation date as soon as possible.
The cancellation of trading in
FireAngel Shares on AIM will significantly reduce the liquidity and
marketability of any FireAngel Shares in respect of which the Offer
has not been accepted at that time. Any remaining FireAngel
Shareholders will become minority shareholders in a majority
controlled private limited company and may therefore be unable to
sell their FireAngel Shares. There can be no certainty that
FireAngel will pay any dividends or make any other distributions or
that such minority FireAngel Shareholders will be offered an
opportunity to sell their FireAngel Shares on terms which are
equivalent to or no less advantageous than those under the
Offer.
If ISE receives acceptances under
the Offer in respect of, or has acquired or unconditionally
contracted to acquire, 90 per cent. or more of the FireAngel Shares
to which the Offer relates, ISE intends to exercise its rights
pursuant to the provisions of Chapter 3 of Part 28 of the CA 2006
to acquire compulsorily the remaining FireAngel Shares in respect
of which the Offer has not been accepted.
6. General
The percentages of ISE Shares
referred to in this Announcement are based on a figure of
302,321,822 FireAngel Shares in issue and admitted to trading on
the AIM market of the London Stock Exchange, of 2 pence each (with
no ordinary shares held in treasury).
Copies of this Announcement, the
Offer Document and the Form of Acceptance will be available free of
charge (subject to certain restrictions relating to persons in
Restricted Jurisdictions) on ISE's website
at http://www.intelligentse.com/?investor and
FireAngel's website at www.fireangeltech.com until
the end of the Offer Period. For the avoidance of doubt, the
content of ISE's website is not incorporated into, and does not
form part of, this Announcement.
If you have any questions relating
to the procedure for acceptance of the Offer, please telephone the
Receiving Agent, Computershare Investor Services PLC on 0370 707
4040 (if calling from within the UK) or on +44 370 707 4040 (if
calling from outside the UK) or write to Computershare Investor
Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6AH.
Calls from outside the United Kingdom will be charged at the
applicable international rate. Lines are open 8.30 am to 5.30 pm
(London time) Monday to Friday. Calls may be recorded and randomly
monitored for security and training purposes.
Enquiries
FireAngel
Neil Radley, Chief Executive Officer
/ Adrian Wilding, Chief Finance Officer
+44 24 7771 7700
PwC (Financial Adviser to
FireAngel)
Iain Reilly / Jon Raggett / Marcela
Salgado Escalante
+44 20 7583 5000
Shore Capital (Nominated
adviser and broker to FireAngel)
Tom Griffiths/ David Coaten/ Tom
Knibbs
+44 20 7408 4050
Houston (Financial PR to
FireAngel)
Kate Hoare / Kay Larsen / Ben
Robinson
+44 20 4529 0549
ISE
Enquiries to be made via SPARK as
set out below.
SPARK Advisory Partners Limited (Financial
adviser to ISE)
Matt Davis / James
Keeshan
Tel: +44 20 3368 3550
Important Notices
SPARK Advisory Partners Limited
("SPARK"), which is
regulated by the Financial Conduct Authority in the United Kingdom,
is acting exclusively as financial advisor to ISE and no one else
in connection with the matters referred to in this Announcement,
and will not regard any other person (whether or not a recipient of
this Announcement) as a client in relation to the matters referred
to in this Announcement and is not, and will not be, responsible to
anyone other than ISE for providing the protections afforded to its
clients or for providing advice in relation to the contents of this
Announcement or any transaction or arrangement referred to in this
Announcement. Neither SPARK nor any of its group undertakings or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of SPARK in connection with this Announcement or any matter
referred to herein.
PricewaterhouseCoopers LLP
("PwC"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively as financial adviser to
FireAngel and for no-one else in connection with the matters
referred to in this Announcement and will not be responsible to any
person other than FireAngel for providing the protections afforded
to clients of PwC, nor for providing advice in relation to the
contents of this Announcement. Neither PwC nor any of its members
owes, accepts or assume any duty of care, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of PwC in connection with the matters referred to in
this Announcement, or otherwise.
Shore Capital and Corporate Limited
and Shore Capital Stockbrokers Limited (together "Shore Capital"), which are authorised
and regulated in the United Kingdom by the Financial Conduct
Authority, are acting exclusively as nominated adviser and broker,
respectively, to FireAngel and for no-one else in connection with
the matters referred to in this Announcement and will not be
responsible to any person other than FireAngel for providing the
protections afforded to clients of Shore Capital, nor for providing
advice in relation to the contents of this Announcement. Neither
Shore Capital nor any of its members owes, accepts or assume any
duty of care, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Shore Capital in
connection with the matters referred to in this Announcement, or
otherwise.
This Announcement is for information
purposes only and is not intended to and does not constitute or
form part of, an 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 in contravention of applicable
law.
The Offer will be made solely by the
Offer Document (together with, in the case of FireAngel Shares in
certificated form, the Form of Acceptance, which contain the full
terms and condition of the Offer, including details of how the
Offer may be accepted. FireAngel Shareholders should carefully read
the Offer Document (and, if they hold their FireAngel Shares in
certificated form, the Form of Acceptance) in its entirety before
making a decision with respect to the Offer. Each FireAngel
Shareholder is urged to consult its independent professional
adviser immediately regarding the tax consequences to it (or its
beneficial owners) of the Offer.
Overseas Shareholders
The Offer relates to securities in a
company which is registered in England and Wales, which is admitted
to trading on AIM and is subject to the disclosure requirements,
rules and practices applicable to such companies, which differ from
those of Restricted Jurisdictions in certain material respects.
This Announcement has been prepared for the purposes of complying
with English law, the AIM Rules for Companies, the Market Abuse
Regulation, the rules of London Stock Exchange 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 release, publication or
distribution of this Announcement in or into certain jurisdictions
other than the United Kingdom may be restricted by law and
therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements.
To the fullest extent permitted by
applicable law, the companies and persons involved in the Offer
disclaim any responsibility or liability for the violation of such
restrictions by any person.
Copies of this Announcement and
formal documentation relating to the Offer shall not be, and must
not be, mailed or otherwise forwarded, distributed or sent in, into
or from the United States or any other Restricted Jurisdiction or
any jurisdiction where to do so would violate the laws of that
jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in, into or from the United States
or any other Restricted Jurisdiction. Doing so may render invalid
any related purported acceptance of the Offer.
Unless otherwise determined by the
Code and 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, 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 the United States
or any other Restricted Jurisdiction and the Offer may not be
capable of acceptance by any such use, means, instrumentality or
facilities or otherwise from within the United States or any other
Restricted Jurisdiction. Accordingly, copies of this Announcement,
the Offer Document, the Form of Acceptance and all other
accompanying documents relating to the Offer are not being, and
must not be directly or indirectly, mailed or otherwise distributed
or sent in, into or from the United States or any other Restricted
Jurisdiction. Persons receiving this Announcement, Offer Document,
the Form of Acceptance and all other accompanying documents
relating to the Offer (including, without limitation, custodians,
nominees and trustees) should observe these restrictions and
must not mail, otherwise forward, send, or distribute them in, into
or from the United States or any other Restricted Jurisdiction or
use such mails or any such means, instrumentality or facility for
any purpose directly or indirectly in connection with the Offer,
and doing so may render invalid any related purported acceptance of
the Offer.
Further details in relation to
Overseas Shareholders shall be contained in the Offer
Document.
Forward Looking
Statements
This Announcement (including
information incorporated by reference in this Announcement), oral
statements made regarding the Offer, and other information
published by FireAngel, ISE or any member of the Wider ISE Group
contain statements which are, or may be deemed to be, "forward
looking statements". Such forward looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and on numerous assumptions
regarding the business strategies and the environment in which ISE
and any member of the Wider ISE Group operates now and in the
future and are subject to risks and uncertainties that could cause
actual results to differ materially from those expressed or implied
by those statements. The forward-looking statements contained in
this Announcement relate to ISE, any member of the Wider ISE
Group's future prospects, developments and business strategies, the
expected timing and scope of the Offer and other statements other
than historical facts. In some cases, these forward looking
statements can be identified by the use of forward looking
terminology, including the terms "believes", "estimates", "will
look to", "would look to", "plans", "prepares", "anticipates",
"expects", "is expected to", "is subject to", "intends", "may",
"will", "shall" or "should" or their negatives or other variations
or comparable terminology. By their nature, forward-looking
statements involve risk and uncertainty because they relate to
events and depend on circumstances that shall occur in the future.
These events and circumstances include changes in the global,
political, economic, business, competitive, market and regulatory
forces, future exchange and interest rates, changes in tax rates
and future business combinations or disposals. If any one or more
of these risks or uncertainties materialises or if any one or more
of the assumptions prove incorrect, actual results may differ
materially from those expected, estimated or projected. Such
forward looking statements should therefore be construed in the
light of such factors.
Neither ISE or any member of the
Wider ISE Group, 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 document shall
actually occur. Given these risks and uncertainties, potential
investors should not place any reliance on forward looking
statements. The forward looking statements speak only at the date
of this Announcement t. All
subsequent oral or written forward looking statements attributable
to any member of the Wider ISE Group, or any of their respective
associates, directors, officers, employees or advisers, are
expressly qualified in their entirety by the cautionary statement
above.
ISE and the Wider ISE Group
expressly disclaim any obligation to update such statements other
than as required by law or by the rules of any competent regulatory
authority, whether as a result of new information, future events or
otherwise.
Disclosure requirements of the
Code
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 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. on the 10th business day following
the commencement of the offer period and, if appropriate, by no
later than 3.30 p.m. 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% or more of any class of
relevant securities of the offeree company or of any securities
exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain
details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s), save to the extent that these
details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 p.m. 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 Panel's website at
http://www.thetakeoverpanel.org.uk, including details of the number
of relevant securities in issue, when the offer period commenced
and when any offeror was first identified. You should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are
in any doubt as to whether you are required to make an Opening
Position Disclosure or a Dealing Disclosure.
No offer or solicitation
This announcement is for information
purposes only and does not constitute a prospectus or prospectus
equivalent document. This announcement is not intended to and does
not constitute, or form part of, any offer or invitation or the
solicitation of any offer to sell or purchase any securities or the
solicitation of any offer to otherwise acquire, subscribe for, sell
or otherwise dispose of any security pursuant to the Offer or
otherwise. The Offer is made solely by the Offer Document (together
with, in the case of FireAngel Shares in certificated form, the
Form of Acceptance), which contains the full terms and conditions
of the Offer, including details of how the Offer may be accepted.
FireAngel Shareholders should carefully read the Offer Document
(and, if they hold their FireAngel Shares in certificated form, the
Form of Acceptance) in its entirety before making a decision with
respect to the Offer. Any decision in respect of, or other response
to, the Offer should be made only on the basis of the information
in the Offer Document and Form of Acceptance as
applicable.
Publication on Website and
Availability of Hard Copies
This Announcement, together with all
information incorporated into this document by reference to another
source and the documents required to be published pursuant to Rule
26 of the Code, shall be available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on ISE's
website at www.intelligentse.com/?investor and
FireAngel's website at www.fireangeltech.com by
no later than 12 noon (London time) on the Business Day following
this Announcement. For the avoidance of doubt, the contents of
these websites and any websites accessible via hyperlinks on these
websites are not incorporated into and do not form part of this
Announcement.
In accordance with Rule 30.3 of the
Code, FireAngel Shareholders and persons with information rights
may request a hard copy of this Announcement and/or any information
incorporated into this Announcement by reference to another source
by contacting the Receiving Agent, Computershare Investor Services
PLC on 0370 707 4040 or on +44 370 707 4040 if calling from
overseas, or in writing at Computershare, Corporate Actions,
Bristol BS99 6AH. You may also request that all future documents,
announcements and information to be sent to you in relation to the
offer should be in hard copy form. 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.
If you are in any doubt about the
contents of this Announcement or the action you should take, you
are recommended to seek your own independent financial advice
immediately from your stockbroker, bank manager, solicitor,
accountant or independent financial adviser duly authorised under
the Financial Services and Markets Act 2000 (as amended) if you are
resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.
Electronic Communications
Please be aware that addresses,
electronic addresses and certain information provided by FireAngel
Shareholders, persons with information rights and other relevant
persons for the receipt of communications from FireAngel may be
provided to ISE during the Offer Period as requested under Section
4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the
Code.
Rounding
Certain figures included in this
Announcement have been subjected to rounding adjustments.
Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in
certain tables may not be an arithmetic aggregation of the figures
that precede them.
