TIDMOXIG TIDMSXS
RNS Number : 0387D
Oxford Instruments PLC
28 February 2022
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.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE
MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
28 February 2022
Oxford Instruments plc
Statement regarding share price movement
The Board of Oxford Instruments plc (" Oxford Instruments " or
the "Company") notes the recent share price movement and confirms
that it received, on 25 February 2022, a non-binding indicative
cash and share proposal from Spectris plc ("Spectris") regarding a
possible offer for the entire issued, and to be issued, share
capital of Oxford Instruments (the "Proposal"). This Proposal
followed a series of earlier proposals from Spectris, the first of
which was received on 11 February 2022.
Under the terms of the Proposal, which values each Oxford
Instruments share at GBP31.00, Oxford Instruments shareholders
would receive GBP19.50 in cash plus GBP11.50 in new Spectris shares
for each Oxford Instruments share (to be issued on the basis of an
exchange ratio which will be determined at the time of any
announcement of a firm intention to make an offer under Rule 2.7 of
the Code, if made).
Having considered the terms of the Proposal together with its
advisers, the Board of Oxford Instruments has indicated to Spectris
that the Proposal is at a price level that it would be minded to
recommend to Oxford Instruments shareholders, subject to the
agreement of customary terms and conditions.
Discussions between the parties remain ongoing. A further
announcement will be made as and when appropriate.
This announcement has been made by Oxford Instruments with the
consent of Spectris. For the purposes of Rule 2.5(a) of the Code,
Spectris reserves the right to make an offer on less favourable
terms than the Proposal: (i) with the agreement or recommendation
of the Board of Oxford Instruments; (ii) if Oxford Instruments
announces, declares or pays any dividend or any other distribution
to shareholders, in which case Spectris will have the right to make
an equivalent reduction to the proposed price; (iii) if a third
party announces a firm intention to make an offer for Oxford
Instruments on less favourable terms than Spectris's possible
offeror; (iv) following the announcement by Oxford Instruments of a
whitewash transaction pursuant to the Code.
Spectris reserves the right to introduce other forms of
consideration and/or vary the mix or composition of consideration
of any offer. Spectris reserves the right to implement the
transaction through or together with a subsidiary of Spectris or a
company which will become a subsidiary of Spectris.
In accordance with Rule 2.6(a) of the Code, Spectris is
required, by no later than 5.00 p.m. (London time) on 28 March
2022, being 28 days after today's date, to either announce a firm
intention to make an offer for the Company in accordance with Rule
2.7 of the Code or announce that it does not intend to make an
offer, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies. This deadline can
be extended with the consent of the Takeover Panel (the "Panel") in
accordance with Rule 2.6(c) of the Code.
Enquiries:
Oxford Instruments Tel: 018 6539 3200
Ian Barkshire, Chief Executive
Gavin Hill, Group Finance Director
J.P. Morgan Cazenove (Sole Financial Adviser Tel: 020 7742 4000
and Corporate Broker to Oxford Instruments)
Richard Perelman
James Robinson
Mayank Chaturvedi
Disclaimer
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"),
is authorised in the United Kingdom by the Prudential Regulation
Authority (the "PRA") and regulated in the United Kingdom by the
PRA and the Financial Conduct Authority. J.P. Morgan Cazenove is
acting as financial adviser and corporate broker exclusively for
Oxford Instruments and no one else in connection with the Proposal
and will not regard any other person as its client in relation to
the Proposal and will not be responsible to anyone other than
Oxford Instruments for providing the protections afforded to
clients of J.P. Morgan Cazenove or its affiliates, nor for
providing advice in relation to the Proposal or any matter or
arrangement referred to herein.
Rule 26.1 Disclosure
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available at www.oxinst.com, by no later than
12 noon (London time) on 1 March 2022. The content of the website
referred to in this announcement is not incorporated into and does
not form part of this announcement.
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) of the Code 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, save to the
extent that these details have previously been disclosed under Rule
8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b)
of the Code 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 of the Code.
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 of
the Code).
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 (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.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
SPMDZGZZMRNGZZM
(END) Dow Jones Newswires
February 28, 2022 06:58 ET (11:58 GMT)
Oxford Instruments (LSE:OXIG)
Historical Stock Chart
From Jun 2024 to Jul 2024
Oxford Instruments (LSE:OXIG)
Historical Stock Chart
From Jul 2023 to Jul 2024