TIDMTRAK TIDMINCA TIDMTRAK
RNS Number : 8447B
Dealertrack Technologies
12 January 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM THE UNITED STATES AND ANY JURISDICTION WHERE
TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
12 January 2015
For immediate release
RECOMMENDED CASH OFFER
FOR
INCADEA PLC ("incadea")
BY
DEALERTRACK TECHNOLOGIES, INC. ("Dealertrack")
OFFER UNCONDITIONAL IN ALL RESPECTS
Summary
On 18 December 2014, the Boards of Dealertrack and incadea
announced that they had reached agreement on the terms of a
recommended cash offer to be made by Dealertrack for the entire
issued and to be issued share capital of incadea (the "Offer"). The
full terms of, and conditions to, the Offer together with the
procedures for acceptance were set out in the Offer Document posted
to incadea Shareholders on 19 December 2014.
The Board of Dealertrack is pleased to announce that the
Acceptance Condition has been satisfied and all of the other
conditions to the Offer have now been satisfied or waived.
Accordingly, the Offer is unconditional in all respects.
As Dealertrack is now interested in more than 75% of the issued
share capital of incadea, Dealertrack intends to procure that
incadea applies to AIM for the cancellation of trading in incadea
Shares on AIM.
Following such cancellation, Dealertrack also intends to procure
that incadea re-registers from a public limited company to a
private limited company under the relevant provisions of the Jersey
(Companies) Law 1991.
The Offer will remain open for acceptances until further notice.
At least 14 days' notice will be given prior to the closing of the
Offer to those incadea Shareholders who have not then accepted the
Offer.
Level of acceptances
As at 1.00 p.m. (London time) on 9 January 2015, valid
acceptances of the Offer had been received in respect of 61,192,228
incadea Shares (representing approximately 98.13 per cent of the
issued share capital of incadea), which Dealertrack may count
towards the satisfaction of the Acceptance Condition to the
Offer.
Prior to making the Offer, Dealertrack obtained irrevocable
undertakings to accept the Offer from certain incadea Shareholders
(including from the incadea Directors who hold interests in incadea
Shares) in respect of 34,995,283 incadea Shares, representing, in
aggregate, approximately 56.1 per cent. of the existing issued
share capital of incadea. As at 1.00 p.m. (London time) on 9
January 2015, valid acceptances had been received in respect of all
incadea Shares subject to irrevocable undertakings.
The percentages of incadea Shares referred to in this
announcement are based upon a figure of 62,356,759 incadea Shares
in issue at 1.00 p.m. (London time) on 9 January 2015.
Procedure for acceptance of the Offer
incadea Shareholders who have not yet accepted the Offer are
urged to do so without delay and in accordance with the
following:
-- To accept the Offer in respect of incadea Shares in
certificated form (that is, not in CREST), incadea Shareholders
must complete the Form of Acceptance in accordance with the
instructions printed on it and in accordance with paragraph 12.1 of
the Letter from the Chairman and Chief Executive Officer of
Dealertrack set out in Part II of the Offer Document and return it
(along with any appropriate share certificate(s) and/or other
document(s) of title) using the accompanying reply-paid envelope
(for use within the UK only) as soon as possible to Capita Asset
Services.
-- To accept the Offer in respect of incadea Shares in
uncertificated form (that is, in CREST), incadea Shareholders
should follow the procedure for electronic acceptance through CREST
in accordance with the instructions set out in paragraph 12.2 of
the Letter from the Chairman and Chief Executive Officer of
Dealertrack set out in Part II of the Offer Document so that a TTE
Instruction settles as soon as possible.
An incadea Shareholder who has any questions about the Offer, or
who is in any doubt as to how to complete the Form of Acceptance or
make an Electronic Acceptance should contact Capita Asset Services
on 0871 664 0321 from within the UK or on +44 20 8639 3399 if
calling from outside the UK. Calls to the 0871 664 0321 number cost
10 pence per minute (including VAT) plus your service provider's
network extras. Calls to the helpline from outside the UK will be
charged at applicable international rates. Different charges may
apply to calls from mobile telephones and calls may be recorded and
randomly monitored for security and training purposes. Lines are
open 9.00 a.m. to 5.30 p.m. (London time) Monday to Friday. The
helpline cannot provide advice on the merits of the Offer nor give
any financial, legal or tax advice.
Settlement of consideration
The consideration to which any incadea Shareholder is entitled
under the Offer will be settled (i) in the case of valid
acceptances received by 1.00 p.m. (London time) on 9 January 2015,
on or before 23 January 2015; and (ii) in the case of valid
acceptances received after 1.00 p.m. (London time) on 9 January
2015, but while the Offer remains open for acceptance, within 14
days of such receipt, in each case in the manner described in the
Offer Document.
Compulsory acquisition, cancellation of trading on AIM and
re-registration as a private company
As set out in the Offer Document, given that Dealertrack has
received sufficient acceptances under the Offer such that
Dealertrack holds more than 75 per cent. of the voting rights of
incadea, Dealertrack intends, subject to the requirements of the
AIM Rules, to procure that incadea makes an application to the
London Stock Exchange for the cancellation of the admission to
trading of incadea Shares on AIM on 20 business days' notice.
Subject to the cancellation of admission to trading of incadea,
Dealertrack also intends to procure that incadea re-registers from
a public limited company to a private limited company under the
relevant provisions of the Jersey (Companies) Law 1991.
The cancellation of the admission to trading on AIM of the
incadea Shares will significantly reduce the liquidity and
marketability of any incadea Shares in respect of which acceptances
of the Offer that are not submitted.
As valid acceptances have now been received by Dealertrack under
the Offer in respect of more than 90 per cent. of the incadea
Shares to which the Offer relates, Dealertrack has the right to
issue compulsory acquisition notices to incadea Shareholders who do
not accept the Offer in accordance with the provisions of sections
117 and 118 of the Jersey (Companies) Law 1991 (the "Compulsory
Acquisition"). Accordingly, Dealertrack will shortly be posting
statutory notices under section 117 of the Jersey (Companies) Law
1991 to any incadea Shareholders who have not validly accepted the
Offer, informing such incadea Shareholders that it will
compulsorily acquire their incadea Shares under the provisions of
sections 117 and 118 of the Jersey (Companies) Law 1991.
Dealertrack will make a further announcement in relation to the
progress of the Compulsory Acquisition in due course.
Further information
Save for the interests disclosed in this announcement and the
valid acceptances which have been received, as at 1.00 p.m. (London
time) on 9 January 2015, being the last practicable date prior to
the date of this announcement, neither Dealertrack nor any of the
directors of Dealertrack nor (as far as Dealertrack is aware) any
person acting in concert with Dealertrack, is interested in, or has
any rights to subscribe for any relevant securities of incadea, or
has any short position (whether conditional or absolute and whether
in the money or otherwise), including any short position under a
derivative or any arrangement in relation to any relevant
securities of incadea. For these purposes, "arrangement" includes
any agreement to sell or any delivery obligation or right to
require another person to purchase or take delivery of any relevant
securities of incadea and any borrowing or lending of any relevant
securities of incadea which have not been on-lent or sold and any
outstanding irrevocable commitment or letter of intent with respect
to any relevant securities of incadea.
Capitalised terms used in this announcement have the meanings
ascribed to them in the Offer Document dated 19 December 2014.
Hard copies of the Offer Document and the Form of Acceptance are
available (during normal business hours) by writing to Capita Asset
Services, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent, BR3 4TU or by calling Capita Asset Services on
0871 664 0321 from within the UK or +44 20 8639 3399 if calling
from outside the UK. Calls to the 0871 664 0321 number cost 10
pence per minute (including VAT) plus your service provider's
network extras. Calls to the helpline from outside the UK will be
charged at applicable international rates. Different charges may
apply to calls from mobile telephones and calls may be recorded and
randomly monitored for security and training purposes. Lines are
open 9.00 a.m. to 5.30 p.m. (London time) Monday to Friday. The
helpline cannot provide advice on the merits of the Offer.
In accordance with Rule 30.4 of the City Code, a copy of this
announcement will be made available, subject to certain
restrictions relating to persons resident in any Restricted
Jurisdiction, on the websites of Dealertrack at www.dealertrack.com
and incadea at www.incadea.com until the end of the Offer. For the
avoidance of doubt, the contents of the websites referred to above
are not incorporated into and do not form part of this
announcement.
Enquiries
Dealertrack Technologies, Inc. Tel: +1 516-734-3796
Paul Rybecky (Investor Relations)
Evercore (Financial Adviser to Dealertrack) Tel: +44 (0) 20 7653 6000
Edward Banks
Tiarnán O'Rourke
This announcement is for informational purposes only and is not
intended to and does not constitute or form part of any offer or
invitation to sell or purchase any securities or the solicitation
of an offer to purchase, acquire, subscribe for, sell or otherwise
dispose of any securities, pursuant to the Offer or otherwise, nor
shall there be any sale, issue or transfer of the securities
referred to in this announcement in or into any jurisdiction in
contravention of any applicable law. The Offer has been made solely
by means of the Offer Document (together with, in the case of
incadea 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. incadea Shareholders
should carefully read the Offer Document (and, if they hold their
incadea Shares in certificated form, the Form of Acceptance) in its
entirety before making a decision with respect to the Offer.
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting as financial adviser exclusively for
Dealertrack and no one else in connection with the Offer and will
not regard any other person as its client in relation to the
matters referred to in this announcement and will not be
responsible to anyone other than Dealertrack for providing the
protections afforded to clients of Evercore, nor for providing
advice in relation to the matters referred to in this announcement.
Neither Evercore nor any of its subsidiaries, branches 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 Evercore in connection with this announcement, any statement
contained herein or otherwise.
Overseas Shareholders
The ability of incadea Shareholders who are not resident in and
citizens of the United Kingdom to accept the Offer 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
United Kingdom should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions.
Further details in relation to Overseas Shareholders will be
contained in the Offer Document.
The release, publication or distribution of this announcement in
jurisdictions other than in 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. 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 involved in the
Offer disclaim any responsibility or liability for the violation of
such restrictions by any person. This announcement has been
prepared for the purposes of complying with English law, the laws
of Jersey, the AIM Rules, the rules of the London Stock Exchange
and the City 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.
Copies of this announcement and formal documentation relating to
the Offer will not be and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from any Restricted
Jurisdiction.
Notice to US holders of incadea Shares
The Offer has been made for the securities of a Jersey company
and is subject to UK disclosure requirements, which are different
from those of the United States. The financial information on
incadea which is included in the Offer Document and any other
documents relating to the Offer have been or will be 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 US GAAP.
The receipt of cash pursuant to the Offer by a US holder of
incadea Shares 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 holder of incadea Shares is urged
to consult his independent professional adviser immediately
regarding the tax consequences of acceptance of the Offer.
The Offer has been made in accordance with the requirements of
the City Code. Accordingly, the Offer is subject to disclosure and
other procedural requirements, including with respect to withdrawal
rights, offer timetable, settlement procedures and timing of
payments that are different from those applicable under US domestic
tender offer procedures and law.
Neither the US Securities and Exchange Commission nor any US
state securities commission has approved or disapproved of the
Offer, or passed comment upon the adequacy or completeness of the
Offer Document. Any representation to the contrary is a criminal
offence.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in
one 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 tenth 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 one 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. 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.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables in the Offer
Document may vary slightly and figures shown as totals in certain
tables in the Offer Document may not be an arithmetic aggregation
of the figures that precede them.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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