TIDMOPTS
RNS Number : 1072O
Optos plc
22 May 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
THAT JURISDICTION
FOR IMMEDIATE RELEASE
22 May 2015
RECOMMENDED CASH OFFER
FOR OPTOS PLC
By
NIKON CORPORATION
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Court confirmation of Capital Reduction and Scheme Effective
Optos plc (Optos) refers to the recommended cash offer for Optos
by Nikon Corporation (Nikon) pursuant to which Nikon will acquire
all of the issued and to be issued share capital of Optos (the
Transaction) to be implemented by means of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006
(Scheme).
Further to the announcement made by Optos on 19 May 2015 that
the Court of Session in Edinburgh (the Court) had sanctioned the
Scheme (the First Court Order), Optos announces that the Court has,
today, made an order confirming the Capital Reduction (the Second
Court Order). The First Court Order was delivered to the Registrar
of Companies on 19 May 2015 and the Second Court Order has, today,
been delivered to the Registrar of Companies. Accordingly, the
Scheme has now become effective in accordance with its terms.
Scheme Shareholders on the register at the Scheme Record Time,
being 6.00 p.m. on 21 May 2015, will receive 340 pence in cash for
each Scheme Share held.
As announced earlier today, the trading in Optos Shares on the
London Stock Exchange's main market for listed securities and the
listing of Optos Shares on the Official List were suspended with
effect from 7.30 a.m. today. The delisting of Optos Shares from the
Official List and the cancellation of admission to trading of Optos
Shares on the London Stock Exchange is expected to take place by no
later than 8.00 a.m. on 26 May 2015.
The date for despatch of cheques and for settlement of cash
consideration in relation to the Transaction through CREST is
expected to be on or before 5 June 2015.
Other
Unless otherwise defined herein, capitalised terms and
expressions used in this announcement shall have the meanings given
to them in the Scheme Document.
Enquiries:
Nikon Optos
Kazuo Ushida, President Roy Davis, CEO
Junichi Itoh, CFO Robert Kennedy, CFO
Yosuke Toyoda, Investor Relations Tel: +44 (0) 1383 843 300
Tel: + 81 3 6433 3600
Goldman Sachs International Evercore (Lead financial adviser
(Financial adviser to Nikon) to Optos)
Nimesh Khiroya Julian Oakley / Alan Beirne
Tel: 44 (0) 207 774 1000 Tel: +44 (0) 207 653 6000
Yoshihiko Yano
Tel: +81 3 6437 6000
Numis Securities (Corporate
broker and joint financial adviser
to Optos)
Michael Meade / James Black
Tel: +44 (0) 207 260 1000
Peel Hunt (Corporate broker
and joint financial adviser
to Optos)
Clare Terlouw / James Steel
/ Jock Maxwell Macdonald
Tel: +44 (0) 207 418 8900
FTI Consulting
Ben Atwell / Mo Noonan / Simon
Conway
Tel: +44 (0) 20 3727 1000
Further information
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting as lead financial adviser exclusively
for Optos and no one else in connection with the Transaction and
the other matters referred to in this announcement, and will not
regard any other person as its client in relation to the
Transaction and the other matters referred to in this announcement
and will not be responsible to anyone other than Optos for
providing the protections afforded to clients of Evercore, nor for
providing advice in relation to the Transaction or the other
matters referred to in this announcement.
Numis Securities Limited ("Numis") is authorised and regulated
by the Financial Conduct Authority. Numis is acting as joint
corporate broker and joint financial adviser to Optos and no one
else in connection with the Transaction and the other referred to
in this announcement and will not regard any other person as its
client in relation to the Transaction or any other matters referred
to in this announcement and will not be responsible to anyone other
than Optos for providing the protections afforded to clients of
Numis, nor for providing advice in relation to the Transaction or
any other matter referred to in this announcement.
Peel Hunt LLP ("Peel Hunt") is authorised and regulated by the
Financial Conduct Authority. Peel Hunt is acting as joint corporate
broker and joint financial adviser to Optos and no one else in
connection with the Transaction and the other matters referred to
in this announcement and will not regard any other person as its
client in relation to the Transaction or any other matters referred
to in this announcement and will not be responsible to anyone other
than Optos for providing the protections afforded to clients of
Peel Hunt, nor for providing advice in relation to the Transaction
or any other matter referred to in this announcement.
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom, is acting exclusively for Nikon and no one else in
connection with the Transaction and the other matters referred to
in this announcement. In connection with the Transaction and any
other such matters, Goldman Sachs International, its affiliates
(including Goldman Sachs Japan Co., Ltd.) and its and their
respective partners, directors, officers, employees and agents will
not regard any other person as their client, nor will they be
responsible to anyone other than Nikon for providing the
protections afforded to their clients or for giving advice in
connection with the Transaction or any other matter referred to
herein.
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 Transaction or
otherwise. The Transaction will be effected solely through the
Scheme Document, which contains the full terms and conditions of
the Transaction, including details of how to vote in respect of the
Scheme. Any vote in respect of the Scheme or other response or
action in respect of the Transaction should be made only on the
basis of the information contained in the Scheme Document. Optos
and Nikon urge Optos Shareholders to read the Scheme Document
carefully because it contains important information relating to the
Transaction.
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 pm (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (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% 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 pm (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 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
(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.
Website publication
A copy of this announcement will (subject to any applicable
restrictions with respect to persons resident in Restricted
Jurisdictions) be made available free of charge on Nikon's website
at http://www.nikon.com/news (English language) or
http://www.nikon.co.jp/news/ (Japanese language) and on Optos'
website at http://www.optos.com by no later than 12 noon on 26 May
2015. The contents of the websites referred to in this announcement
are not incorporated into and do not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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